ex1018k051010.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STOCK
PURCHASE AGREEMENT

    


    THIS
STOCK PURCHASE AGREEMENT, made and entered into as of April __, 2010, by and
among PlanGraphics, Inc., a Colorado corporation, (“PGRA”) and Triple C
Transport, Inc. (“Triple C”), a Nebraska corporation, and Craig White and Vonnie
White (collectively, the “Triple C Stockholders”).

    


    W I T N E S S E T
H

    


    WHEREAS,
PGRA (a) is a publicly traded company under the symbol “PGRA”, (b) has acquired
Integrated Freight Corporation which owns two motor freight carriers, and (c) is
planning to acquire additional motor freight carriers; and

     

    WHEREAS,
the Triple C Stockholders are engaged in motor freight transportation and
related businesses through several wholly owned entities including Craig Carrier
Corp, LLC and White Farms Trucking, Inc. (together, "Triple C Affiliates") and
Triple C’s predecessor company, Triple C Target, LLC (formerly known as Triple C
Transport, LLC, “Triple C Predecessor”), with their headquarters offices
located in Doniphan, Nebraska; and

     

    WHEREAS,
PGRA desires to acquire Triple C as a going concern, by the means of an exchange
of shares of PGRA’s common stock and payments of cash for all of Triple C's
issued and outstanding equity securities ("Triple C Securities") and thereafter
to operate Triple C as a wholly owned subsidiary; and

     

    WHEREAS,
the Triple C Stockholders desire to exchange the Triple C Securities that each
of them owns for shares of PGRA’s common stock and cash payments and for Triple
C to be acquired by PGRA, as contemplated by this Agreement; and

     

    WHEREAS,
PGRA’s board of directors has approved and has filed a preliminary Schedule 14C
with the U.S. Securities and Exchange Commission (to which filing reference is
hereby made for a complete description the transactions to be submitted to
PGRA’s stockholders for approval) for submission to PGRA’s stockholders for
approval of a share combination or reverse stock split in a ratio of one share
for each 244.8598 shares of PGRA now outstanding (the “Reverse Stock Split”) and
related matters; and, until after the approval of the Reverse Stock Split, PGRA
has insufficient authorized by unissued common stock to satisfy the common stock
component of the consideration to be issued for the Triple C Securities on a
pre-Reverse Stock Split basis;

     

    NOW,
THEREFORE, in consideration of the premises herein before set forth, in reliance
hereon and the mutual promises and respective representations and warranties of
the parties, one to another made herein, and the reliance of each party upon the
other(s) based hereon and other good and valuable consideration, the receipt and
sufficiency of which the parties respectively acknowledge, the parties agree,
for purposes of consummating the transaction(s) contemplated herein, as
follows:

     

    Article
I

     

    PRELIMINARY
MATTERS

     

    Section
1.01 Recitals.  The
parties acknowledge the recitals herein above set forth in the preamble are
correct, and are, by this reference, incorporated herein and are made a part of
this Agreement.

     

    Section
1.02 Exhibits and
Schedules.  Exhibits (which are documents to be executed and
delivered at the Closing by the party identified therein or in the provision
requiring such delivery) and Schedules (which are attachments setting forth
information about a party identified therein or in the provision requiring such
attachment) referred to herein and annexed hereto are, by this reference,
incorporated herein and made a part of this Agreement, as if set forth fully
herein.

     

    Section
1.03 Use of words and
phrases.  Natural persons may be identified by last name, with
such additional descriptors as may be desirable.  The words “herein,”
“hereby,” “hereunder,” “hereof,” “herein before,” “hereinafter” and any other
equivalent words refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision hereof.  The words, terms and
phrases defined herein and any pronoun used herein shall include the singular,
plural and all genders.  The word “and” shall be construed as a
coordinating conjunction unless the context clearly indicates that it should be
construed as a copulative conjunction.

     

    
      Page 1
of a 19 page Agreement, plus
Exhibits and Schedules

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
1.04 Accounting
terms.  All accounting terms not otherwise defined herein shall
have the meanings assigned to them under generally accepted accounting
principles unless specifically referenced to regulatory accounting
principles.

     

    Section
1.05 Calculation of time lapse or
passage; Action required on holidays.  When a provision of this
Agreement requires or provides for the calculation of the lapse or passage of a
time period, such period shall be calculated by treating the day on which the
event which starts the lapse or passage occurs as zero; provided, that this
provision shall not apply to any provision which specifies a certain day for
action or payment, e.g. the first day of each calendar month.  Unless
otherwise provided, the term “month” shall mean a period of thirty days and the
term “year” shall mean a period of 360 days, except that the terms “calendar
month” and “calendar year” shall mean the actual calendar period
indicated.  If any day on which action is required to be taken or
payment is required to be made under this Agreement is not a Business Day
(Business Day being a day on which national banks are open for business where
the actor or payor is located), then such action or payment shall be taken or
made on the next succeeding Business Day.

     

    Section
1.06 Use of titles, headings and
captions.  The titles, headings and captions of articles,
sections, paragraphs and other subdivisions contained herein are for the purpose
of convenience only and are not intended to define or limit the contents of said
articles, sections, paragraphs and other subdivisions.

     

    Article
II

     

    TERMS OF THE
TRANSACTIONS

     

    Section
2.01 Stock Purchase
Transaction.  In accordance with the terms of this Agreement,
on the Closing Date, PGRA shall deliver to the Triple C Stockholders the
consideration, as provided in Section 2.02, in proportion to their respective
share ownership of the Triple C Securities, and the Triple C Stockholders shall
deliver to PGRA all of the Triple C Securities.

     

    Section
2.02 Consideration.  In
exchange for the Triple C Securities, PGRA shall deliver to the Triple C
Stockholders, in proportion to their respective ownership of the Triple C
Securities at Closing, (i) an unconditional and irrevocable demand instrument(s)
pursuant to which the Triple C Stockholders upon presentation thereof to PGRA’s
transfer agent at any date following the Reverse Stock Split will be issued an
aggregate of 2,000,000 shares of PGRA’s common stock (the "PGRA Stock") and (ii)
a cash payment in an aggregate sum of $100,000.  PGRA shall also make
the capital infusions to Triple C as provided for in Section 5.08(c)
below.

     

    Section
2.03 Installment
payment.  In addition to the consideration identified in
Section 2.02 and as part of the consideration for the purchase of the Triple C
Securities, PGRA shall make an additional payment in cash to the Triple C
Stockholders in the aggregate sum of $150,000 not later than 180 days after the
Closing.

     

    Section
2.04 Press
releases.  No party will issue a press release regarding the
subject matter of this Agreement and the transaction contemplated hereby, either
before or after closing, without the prior approval thereof by the other party
and its counsel.

     

    Article
III

     

    CLOSING OF THE
TRANSACTION

     

    Section
3.01 Location, date and time of
the Closing.  The Closing of the transaction contemplated by
this Agreement shall take place on or before April 28, 2010, at a time and
location to be agreed to by the parties (“Closing Date”).  The acts
and deliveries which occur on the Closing Date for the purpose of consummating
the transactions contemplated by this Agreement and the event itself are
referred to herein as the “Closing”.

     

    Section
3.02 The Triple C Stockholders’
and Triple C’s deliveries at the Closing.  At the Closing, the
Triple C Stockholders and Triple C will deliver to PGRA:

     

    
      Page 2
of a 19 page Agreement, plus
Exhibits and Schedules

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (a)  

            	
              Certificate
      of good standing in Triple C's state of incorporation and all states in
      which Triple C is required to qualify to do
  business;

            


    

     

    
      	
              (b)  

            	
              Certificates
      representing the Triple C
Securities;

            


    

     

    
      	
              (c)  

            	
              Officers’
      and Secretary’s and Certificates of Triple C in the form set forth in
      Exhibits A and B, respectively;

            


    

     

    
      	
              (d)  

            	
              A
      resignation of Vonnie White from Triple C's boards of
      directors;

            


    

     

    
      	
              (e)  

            	
              Action
      by Triple C's board of directors electing PGRA’s designees as directors of
      Triple C and approving the C. White Employment and  the V. White
      Employment Agreement, described in clauses (f) and (g) of this Section
      3.02.

            


    

     

    
      	
              (f)  

            	
              An
      amendment to Craig White’s employment agreement with Triple C effective
      upon the Closing, the terms of such amended employment agreement to be in
      the form of Exhibit C
      hereto (the “C. White
      Employment Agreement”).

            


    

     

    
      	
              (g)  

            	
              An
      amendment to Vonnie White’s employment agreement with Triple C effective
      upon the Closing, the terms of such amended employment agreement to be in
      the form of Exhibit D
      hereto (the “V. White
      Employment Agreement”).

            


    

     

    
      	
              (h)  

            	
              A
      non-competition and confidentiality agreement executed by the Triple C
      Stockholders in favor of PGRA and Triple C, in the form of Exhibit
      F.

            


    

     

    
      	
              (i)  

            	
              The
      original Triple C corporate minute book and related documents, provided
      that the Triple C Stockholders shall be allowed to retain copies of all
      such records, and Triple C shall further provide additional copies of
      records after the Closing as reasonably requested by the Triple C
      Stockholders.

            


    

     

    Section
3.03 PGRA’s deliveries at the
Closing.  At the Closing, PGRA will deliver to the Triple C
Stockholders:

     

    
      	
              (a)  

            	
              An
      unconditional and irrevocable demand instrument(s) pursuant to which the
      Triple C Stockholders upon presentation thereof to PGRA’s transfer agent
      at any date following the Reverse Stock Split will be issued an aggregate
      of 2,000,000 shares of PGRA’s common stock, as provided in Section 2.02,
      registered in the name of the respective Triple C
      Stockholders;

            


    

     

    
      	
              (b)  

            	
              Action
      by PGRA’s board of directors electing Craig White as a director of PGRA
      and approving a Shareholder Agreement between PGRA and Craig White
      agreeing that Craig White shall be appointed by PGRA a member of the Board
      of Directors of Triple C, or any successor entities at all times during
      the three-years following the Closing (unless the C. White Employment
      Agreement is terminated) in the form of Exhibit I
      hereto (the “Shareholder
      Agreement”); and

            


    

     

    
      	
              (c)  

            	
              Officers’
      and Secretary’s Certificates of PGRA in the form set forth in Exhibits A
      and B, respectively.

            


    

     

    
      	
              (d)  

            	
              A
      listing attached hereto as Schedule 3.03(d) –
      PGRA Affiliates/Targets as of the date of this Agreement, of
      (i) current entities directly or indirectly owned or controlled by
      PGRA (each a “PGRA Affiliate”); (ii) companies and parties with which
      PGRA or any PGRA Affiliate has entered into binding agreement for
      merger or an acquisition of substantially all assets of such company or
      party (each a “PGRA Merger Party”), and (iii) companies and
      parties with which PGRA or any PGRA Affiliate has entered into letter
      of intent for the merger or an acquisition of substantially all assets of
      such company or party (each a
  “PGRA Target”).

            


    

     

    
      Page 3
of a 19 page Agreement, plus
Exhibits and Schedules

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (e) 
      

            	
              An
      official bank check or wire transfer in the aggregate sum of $100,000 cash
      to the Triple C Stockholders.

            


    

     

    
      	
               
      

            	
              (f) 

            	
              A
      signed and executed corporate guaranty for all lease and any and all other
      payments arising from the leases between (i) Craig Carrier Corporation,
      LLC and Triple C, and (ii) White Farms Trucking, Inc. and Triple C in the
      form of Exhibit G & H
respectfully.

            


    

     

    Section
3.04 Closing Memorandum and
Receipts.  As evidence that all parties deem the Closing to
have been completed and the transactions contemplated by this Agreement to have
been consummated, the parties jointly will, at the Closing, execute and deliver
a Closing Memorandum, in the form of Exhibit J, acknowledging such completion
and consummation.

     

    Section
3.05 Waiver of
conditions.  Notwithstanding Section 12.03, any condition to
the Closing which is to the benefit of any party and which is not satisfied
prior to or at the Closing, excluding nevertheless any provision of this
Agreement which by its terms is to be performed in the future, will be deemed to
be waived by the benefited party or otherwise satisfied and waived by virtue of
that party executing the Closing Memorandum, except to the extent any such
unsatisfied or unperformed condition is expressly preserved by listing it in the
Closing Memorandum for satisfaction or performance after the
Closing.

     

    Section
3.06 Further
assurances.  At any time and from time to time after the
Closing, at the reasonable request of any party and without further
consideration, any other party(ies) shall execute and deliver such other
instruments and documents reasonably desirable or necessary to complete and
confirm the transactions contemplated by this Agreement.

     

    Section
3.07 Conditions precedent to
PGRA’s obligation to Close.  All obligations of PGRA hereunder
are subject, at the option of PGRA, to the fulfillment of each of the following
conditions at or prior to the Closing, and Triple C and the Triple C
Stockholders shall exert commercially reasonable efforts to cause each such
condition to be so fulfilled:

     

    
      	
              (a)  

            	
              Triple
      C shall be incorporated in
Nebraska.

            


    

     

    
      	
              (b)  

            	
              All
      representations and warranties made by Triple C and by the Triple C
      Stockholders contained herein and in any document delivered pursuant
      hereto shall be true and correct in all material respects when made and
      shall be deemed to have been made again and given at and as of the date of
      the Closing of the transaction contemplated by this Agreement, and shall
      then be true and correct in all material respects, except for changes in
      the ordinary course of business after the date hereof in conformity with
      the representations, covenants and agreements contained
      herein.

            


    

     

    
      	
              (c)  

            	
              All
      covenants, agreements and obligations required by the terms of this
      Agreement to be performed by Triple C and by the Triple C Stockholders at
      or before the Closing shall have been duly and properly performed in all
      material respects to PGRA’s reasonable
  satisfaction.

            


    

     

    
      	
              (d)  

            	
              Since
      the date of this Agreement there shall not have occurred any material
      adverse change in Triple C or its operating or financial condition,
      prospects (financial or otherwise), business, properties or
      assets.

            


    

     

    
      	
              (e)  

            	
              All
      documents required to be delivered to PGRA at or prior to the Closing
      shall have been so delivered.

            


    

     

    
      	
              (f)  

            	
              All
      transactions contemplated by and in connection with this Agreement shall
      have been approved in writing by Triple C's boards of
      directors.

            


    

     

    
      	
              (g)  

            	
              Triple
      C shall have not suffered or incurred a material damage, destruction or
      loss not fully covered by insurance and which has a materially adverse
      affect on its business and
operations.

            


    

     

    
      Page 4
of a 19 page Agreement, plus
Exhibits and Schedules

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (h)  

            	
              PGRA
      shall have received financial statements of Triple C and Triple C's
      Predecessor for January 31, 2009 and 2010 and for each of the interim
      quarterly periods ended subsequent thereto prepared in accordance with
      generally accepted accounting
principles.

            


    

     

    
      	
              (i)  

            	
              PGRA
      has resolved all comments received from the U.S. Securities and Exchange
      Commission (the "SEC") to the PGRA annual report on Form 10-K for the
      fiscal year ended September 30, 2009 and the quarterly report on Form 10-Q
      for the quarters ended December 31, 2009 and, if filed, March 31,
      2010.

            


    

     

    Section
3.08 Conditions precedent to
Triple C and the Triple C Stockholders’ obligation to
Close.  All obligations of Triple C and the Triple C
Stockholders at the Closing are subject, at the option of Triple C and the
Triple C Stockholders, to the fulfillment of each of the following conditions at
or prior to the Closing, and PGRA shall exert commercially reasonable efforts to
cause each such conditions to be so fulfilled.

     

    
      	
              (a)  

            	
              All
      representations and warranties of PGRA contained herein or in any document
      delivered pursuant hereto shall be true and correct in all material
      respects when made and as of the
Closing.

            


    

     

    
      	
              (b)  

            	
              All
      covenants, agreements and obligations required by the terms of this
      Agreement to be performed by PGRA at or before the Closing shall have been
      duly and properly performed in all material respects to Triple C and the
      Triple C Stockholders’ reasonable
satisfaction.

            


    

     

    
      	
              (c)  

            	
              All
      documents required to be delivered to Triple C and the Triple C
      Stockholders at or prior to the Closing shall have been so
      delivered.

            


    

     

    
      	
              (d)  

            	
              Since
      the date of this Agreement there shall not have occurred any material
      adverse change in PGRA or their operating or financial condition,
      prospects (financial or otherwise), business, properties or
      assets.

            


    

     

    
      	
              (e)  

            	
              The
      transaction contemplated by and in connection with this Agreement shall
      have been approved in writing by PGRA’s board of
  directors.

            


    

     

    
      	
              (f)  

            	
              PGRA
      or any PGRA Affiliate shall have not suffered or incurred a material
      damage, destruction or loss not fully covered by insurance and which has a
      materially adverse affect on its business and
  operations.

            


    

     

    
      	
              (g)  

            	
              The
      Triple C Stockholders shall have received a certificate of good standing
      for PGRA issued by the secretary of state of its state of organization and
      of each state in which it is qualified or required to be qualified to do
      business as a foreign corporation.

            


    

     

    
      	
              (h)  

            	
              Information
      contained in the PGRA annual report on Form 10-K for the fiscal year ended
      September 30, 2009 and the quarterly report on Form 10-Q for the quarter
      ended December 31, 2009 filed with the U.S. Securities and Exchange
      Commission, Commission File No. 000-14273, is materially accurate and
      complete as of the date of the information contained therein, and does not
      omit any information required in order to make such information not
      misleading.

            


    

     

    
      	
              (i)  

            	
              All
      covenants, agreements and obligations of PGRA or any PGRA Affiliate
      (including any payment of funds by PGRA or a PGRA Affiliate) set forth in
      any merger agreement, asset purchase agreement or other similar agreement
      between PGRA or a PGRA Affiliate and any PGRA Merger Party that is
      required to be performed or completed as of the Closing have been duly and
      properly performed in all material
respects.

            


    

     

     

    
      Page
5 of a 19 page Agreement,
plus Exhibits and Schedules



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Article
IV

     

    REPRESENTATIONS AND
WARRANTIES OF THE PARTIES

     

    Section
4.01 Representations and
warranties of Triple C and the Triple C Stockholders.  Both
Triple C and the Triple C Stockholders represent and warrant, jointly and
severally, to PGRA, as follows:

     

    
      	
              (a)  

            	
              Triple
      C is duly organized and an existing corporation in good standing under the
      laws of its state of incorporation and has full corporate power to
      execute, deliver and perform this
Agreement.

            


    

     

    
      	
              (b)  

            	
              Triple
      C is qualified to do business and in good standing in each state and
      jurisdiction in which the nature of its respective activities and
      ownership of property reasonably require it to be qualified as a foreign
      corporation.

            


    

     

    
      	
              (c)  

            	
              The
      incorporation of Triple C has been accomplished according to applicable
      law.

            


    

     

    
      	
              (d)  

            	
              All
      licenses required for the conduct of Triple C's businesses in intra and
      interstate commerce are in full force and effect; and, there is no
      proceeding of any nature pending or, to the best knowledge of Triple C and
      the Triple C Stockholders, threatened which if determined adversely to
      Triple C would result in a revocation, cancellation of or material
      limitation or restriction on Triple C and the conduct of its or any
      subsidiary’s business as it is presently
      conducted.  Notwithstanding the foregoing, the vehicles
      identified on Schedule 4.01 –
      Section D (Unlicensed Vehicles) are not currently licensed based on
      available business and other
considerations.

            


    

     

    
      	
              (e)  

            	
              This
      Agreement has been duly and validly authorized, executed and delivered by
      Triple C and duly executed and delivered by the Triple C
      Stockholders.

            


    

     

    
      	
              (f)  

            	
              This
      Agreement constitutes the legal, valid and binding obligation of Triple C
      and the Triple C Stockholders, enforceable against each of them in
      accordance with its terms, subject, as to enforceability, to bankruptcy,
      insolvency, reorganization and other laws of, relating to or affecting
      individual, stockholders and creditors rights generally and to general
      equitable principles.

            


    

     

    
      	
              (g)  

            	
              To
      the best knowledge of Triple C and the Triple C Stockholders, the
      execution of this Agreement and consummation of the transactions
      contemplated hereby do not conflict with and will not result in any
      adverse consequences to or material breach of any agreement (financing or
      otherwise), not including financing agreements which require waivers prior
      to or at Closing, mortgage, instrument, judgment, decree, law or
      governmental regulation, license, permit or authorization by Triple C or
      in the loss, forfeiture or waiver of any rights, license, authorization or
      franchise owned by Triple C, from which Triple C benefits or which is
      desirable in the conduct of Triple C's
business.

            


    

     

    
      	
              (h)  

            	
              To
      the best knowledge of Triple C and the Triple C Stockholders, except for
      such actions as may have been taken, no further action by or before any
      governmental body or authority of the United States of America or any
      state or subdivision thereof or any self-regulatory body to which Triple C
      is subject is required in connection with the execution and delivery of
      this Agreement by Triple C and the consummation of the transactions
      contemplated hereby.

            


    

     

    
      	
              (i)  

            	
              The
      information Triple C and the Triple C Stockholders have delivered to PGRA
      relating to Triple C was, to the best knowledge of Triple C and the Triple
      C Stockholders, on the date reflected in each such item of information
      accurate in all material respects and, to the best knowledge of Triple C
      and the Triple C Stockholders, such information at the date hereof taken
      as a whole provides full and fair disclosure of all material information
      relating to Triple C and does not, to the best knowledge of Triple C and
      the Triple C Stockholders, omit to state any material fact necessary to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading.

            


    

     

    
      Page 6
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              (j)  

            	
              The
      Triple C Predecessor and Triple C Affiliates and each acquired business or
      entity has conducted its respective business in the ordinary course for
      the last three years or since inception, whichever is
  less.

            


    

     

    
      	
              (k)  

            	
              Neither
      Triple C nor any employee, to Triple C and the Triple C Stockholders’ best
      knowledge, has since inception given or agreed to give to any customer,
      supplier, governmental employee or other person who is or may be or have
      been in a position to help or hinder Triple C's business, a gift or
      similar benefit in any amount or value which might subject Triple C to
      damage or penalty in civil, criminal or governmental litigation or
      proceedings.

            


    

     

    
      	
              (l)  

            	
              Financial
      statements of the Triple C Predecessor and the Triple C Affiliates
      delivered to PGRA have been prepared in accordance with generally accepted
      accounting principles consistently applied and maintained throughout the
      periods indicated, fairly present the financial condition of Triple C in
      all material respects at the dates and the results of operations for the
      periods indicated, contain all normally recurring adjustments and do not
      omit to disclose any contingent, undisclosed or hidden
      liabilities.  Triple C's financial records are maintained in
      accordance with good business
practice.

            


    

     

    
      	
              (m)  

            	
              Triple
      C has good, marketable and insurable title to all of its properties and
      assets, including intangible assets, if any, which they own or use in
      their respective businesses or purport to own, including, without
      limitation, those reflected in their books and records and in the balance
      sheet, both tangible and intangible.  Except for the assets
      included on Schedule 4.01 – Section M (Existing Liens and Encumbrances),
      none of the properties and assets are subject to any mortgage, pledge,
      lien, charge, security interest, encumbrance, restriction, lease, license,
      easement, liability or adverse claim of any nature whatsoever, direct or
      indirect, whether accrued, absolute, contingent or otherwise, except as
      expressly set forth in the notes to Triple C's financial statements as
      securing specific liabilities or subject to specific capital leases and
      have arisen only in the ordinary course of business.  All of the
      properties and assets owned, leased or used by Triple C are in good
      operating condition and repair, are suitable for the purposes used, are
      adequate and sufficient for Triple C's current operations and are directly
      related to Triple C's business, provided that certain equipment of Triple
      C damaged in accidents or otherwise not operating in the normal course of
      business is subject to repair.

            


    

     

    
      	
              (n)  

            	
              All
      of the material contracts, agreements, leases, licenses and commitments of
      Triple C (other than those which have been fully performed), copies of all
      of which have been delivered to PGRA, are valid and binding, enforceable
      in accordance with their respective terms, in full force and
      effect.

            


    

     

    
      	
              (o)  

            	
              Other
      than litigation in the normal course of business, which individually or in
      the aggregate do not have a material adverse effect the business of Triple
      C and except as provided on Schedule 4.1 – Section
      O (Legal Claims), none of which are material, there is no claim,
      legal action, suit, arbitration, governmental investigation, or other
      legal or administrative proceeding, nor any order, decree, judgment or
      judgment in progress, pending or in effect or to Triple C and the Triple C
      Stockholders’ knowledge threatened, against or relating to Triple C, its
      directors, officers or employees with respect to Triple C or its
      businesses or for which Triple C may have an indemnity obligation, their
      properties, assets or business or the transaction contemplated by this
      Agreement and Triple C does not know or have any reason to be aware of any
      basis for the same, including any basis for a claim of sexual harassment
      or racial or age discrimination.

            


    

     

    
      	
              (p)  

            	
              All
      taxes, including without limitation, income, property, special
      assessments, sales, use, franchise, intangibles, employees’ income
      withholding and social security taxes, including employer’s contribution,
      other than those for which a return or deposit is not yet due and have
      been disclosed to PGRA, imposed by the United States or any state,
      municipality, subdivision, authority, which are due and payable, and all
      interest and penalties thereon, unless disputed in good faith in proper
      proceedings and reserved for or set aside, have been paid in full and all
      tax returns required to be filed in connection therewith have been
      accurately prepared and timely filed and all deposits required by law to
      be made by Triple C with respect to employees’ withholding and social
      security taxes have been made.  Triple C is not and has no
      reason to believe that they will be the subject of an audit by any taxing
      authority outside of the normal random audit selection
      process.  There is not now in force any extension of time with
      respect to the date when tax return was or is due to be filed, or any
      waiver or agreement by Triple C for the extension of time for the
      assessment of any tax and Triple C is not a “consenting corporation”
      within the meaning of Section 341(f)(1) of the Tax
  Code.

            


    

     

    
      Page 7
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (q)  

            	
              Triple
      C does not have any employee benefit, pension or profit sharing plans
      subject to ERISA and no such plans to which Triple C is obligated or
      required to make contributions.

            


    

     

    
      	
              (r)  

            	
              None
      of Triple C's employees are represented by a collective bargaining agent
      or subject to a collective bargaining agreement and Triple C considers its
      relations with their employees as a whole to be good.  Triple C
      has disclosed to PGRA all employee salary, compensation and benefit
      agreements and no employee, other than Craig White and Vonnie White, has a
      written employment agreement.

            


    

     

    
      	
              (s)  

            	
              Other
      than Craig White and Vonnie White, no person has guaranteed any obligation
      of Triple C, and Triple C has not guaranteed the obligation of any other
      person.

            


    

     

    Section
4.02 PGRA’s representations and
warranties.  PGRA represents and warrants to Triple C and the
Triple C Stockholders that:

     

    
      	
              (a)  

            	
              PGRA
      is a duly incorporated and existing corporation in good standing under the
      laws of its state of incorporation and has full corporate power to execute
      and deliver this Agreement.

            


    

     

    
      	
              (b)  

            	
              This
      Agreement has been duly and validly authorized, executed and delivered by
      PGRA and constitutes the legal, valid and binding obligation of PGRA,
      enforceable against PGRA in accordance with its terms subject, as to
      enforceability, to bankruptcy, insolvency, reorganization and other laws
      of, relating to or affecting shareholders and creditors rights generally
      and to general equitable
principles.

            


    

     

    
      	
              (c)  

            	
              Except
      for such actions as may have already been taken, no further action by or
      before any governmental body or authority of the United States of America
      or any state thereof is required in connection with the execution and
      delivery of this Agreement by PGRA and the consummation of the
      transactions contemplated hereby, except that approval of the Reverse
      Stock Split by the stockholders of PGRA is subject to and conditioned upon
      the approval by the U.S. Securities and Exchange Commission of PGRA’s
      preliminary information statement on Schedule 14C, as amended, as filed
      with the Commission.

            


    

     

    
      	
              (d)  

            	
              The
      information PGRA has delivered to Triple C and the Triple C Stockholders
      was on the date reflected in each such item of information accurate in all
      material respects and such information at the date hereof as a whole did
      not contain any untrue statement of material fact or omit to state any
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not
  misleading.

            


    

     

    
      	
              (e)  

            	
              The
      information and financial statements PGRA has provided to the Triple C
      Stockholders, on the date reflected in each element of information and
      financial statements, are accurate in all material respects and, to the
      knowledge of PGRA, such information at the date hereof taken as a whole
      provides, to the best knowledge of PGRA, full and fair disclosure of all
      material information relating to PGRA and does not, to the knowledge of
      PGRA omit to state any material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

            


    

     

    
      Page 8
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (f)  

            	
              The
      consolidated financial statements of PGRA delivered to the Triple C
      Stockholders (as filed by PGRA in reports pursuant to Section 13 of the
      Securities Exchange Act of 1934) have been prepared in accordance with
      generally accepted accounting principles consistently applied and
      maintained throughout the periods indicated, fairly present the financial
      condition of PGRA in all material respects at the dates and the results of
      operations for the periods indicated, contain all normally recurring
      adjustments and do not omit to disclose any contingent, undisclosed or
      hidden liabilities.  The financial records of PGRA and PGRA
      Affiliates are maintained in accordance with good business
      practice.

            


    

     

    
      	
              (g)  

            	
              There
      is no claim, legal action, suit, arbitration, governmental investigation,
      or other legal or administrative proceeding, nor any order, decree,
      judgment or judgment in progress, pending or in effect or to the knowledge
      of PGRA threatened, against or relating to PGRA or any PGRA Affiliate,
      their directors, officers or employees with respect to PGRA, any PGRA
      Affiliate or their businesses or for which PGRA or any PGRA Affiliate may
      have an indemnity obligation, other than litigation in the normal course
      of business, which individually or in the aggregate do not have a material
      adverse effect the business of
PGRA.

            


    

     

    Section
4.03 Nature
and survival of representation and warranties; Remedies.  All
statements of fact contained in this Agreement, any certificate delivered
pursuant to this Agreement, or any letter, document or other instrument
delivered by or on behalf of Triple C, the Triple C Stockholders or of PGRA, as
the case may be, and their respective officers, pursuant to the terms of this
Agreement shall be deemed representations and warranties made by Triple C and
the Triple C Stockholders or by PGRA, respectively, as the case may be, to each
other under this Agreement.  For purposes of this Section 4.03 and
Section 11.01 only, any party or other person seeking to enforce, or claiming
the benefit of, any representation and warranty under this Agreement is called a
Claimant, and any party or other person against whom a right is claimed is
called a Defendant.  All representations and warranties of the parties
shall survive the Closing; provided, however, that all representations and
warranties shall terminate and expire, and be without further force and effect
whatever from and after the one year from the date hereof, and neither PGRA,
Triple C or the Triple C Stockholders shall have any liability whatsoever on
account of any inaccurate representation or warranty or for any breach of
warranty, unless a Claimant shall, on or prior to the expiration of such one
year period, serve written notice on a Defendant, with a copy to the Defendant’s
counsel, setting forth in reasonable detail the breach and any direct,
incidental or consequential damages (including amounts) the Claimant may have
suffered as a result of such breach.

     

    Article
V

     

    COVENANTS OF THE
PARTIES

     

    Section
5.01 Conduct of business prior to
Closing.

     

    
      	
              (a)  

            	
              From
      the date hereof to the Closing, Triple C will conduct its businesses and
      affairs only in the ordinary course and consistent with the prior practice
      of the Triple C Predecessor and Triple C Affiliates and shall endeavor to
      maintain, keep and preserve its assets and properties in good condition
      and repair and maintain insurance thereon in accordance with present
      practices, it will use its best efforts (i) to preserve its business and
      organization intact, (ii) to keep available to Triple C the services of
      Triple C's present employees, agents and independent contractors, (iii) to
      preserve for the benefit of Triple C the goodwill of suppliers, customers,
      distributors, landlords and others having business relations with it, and
      (iv) to cooperate and use reasonable efforts to obtain the consent of any
      landlord or other party to any lease or contract with Triple C where the
      consent of such landlord or other party may be required by reason of the
      transactions contemplated hereby.

            


    

     

    
      	
              (b)  

            	
              From
      the date hereof to the Closing, Triple C shall not outside the ordinary
      course of business and as contemplated by this Agreement (i) dispose of
      any material assets, provided that Triple C may sell identified vehicles
      and apply sales proceeds to outstanding debt obligations following the
      normal practice of Triple C for retiring used equipment; (ii) engage
      in any extraordinary transactions without PGRA’s prior approval, including
      but not limited to, directly or indirectly, soliciting, entertaining,
      encouraging inquiries or proposals or entering into negotiation or
      agreement with any third party for sale of assets by Triple C, sale of its
      equity securities or merger, consolidation or combination with any
      company, (iii) grant any salary or compensation increase to any employee,
      or (iv) make any commitment for capital expenditures, other than as
      disclosed to PGRA and approved by
it.

            


    

     

    
      Page 9
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
5.02 Notice of changes in
information.  Each party shall give the other party prompt
written notice of any change in any of the information contained in their
respective representations and warranties made in Article IV, or elsewhere in
this Agreement, or the exhibits and schedules referred to herein or any written
statements made or given in connection herewith which occurs prior to the
Closing.

     

    Section
5.03 Notice of extraordinary
changes.  Triple C shall advise PGRA with respect to any of the
following events outside of ordinary course of business and which are materially
adverse: (i) the entering into and cancellation or breach of contracts,
agreements, licenses, commitments or other understandings or arrangements to
which Triple C is a party, (ii) any changes in purchasing, pricing or selling
policy, or, any changes in its sales, business or employee relations in general,
(iii) the filing or commencement of any litigation or governmental or agency
proceedings against Triple C.  PGRA shall advise the Triple C
Stockholders of events outside the ordinary course of business and which are
materially adverse and (iv) any material adverse change in patterns of
business.

     

    Section
5.04 Action to preserve Triple
C's business and assets.

     

    
      	
              (a)  

            	
              Notwithstanding
      anything contained in this Agreement to the contrary, Triple C will not
      take or fail to take any action that in Triple C's or PGRA's reasonable
      business judgment, is likely to give rise to a substantial penalty or a
      claim for damages by any third party against Triple C, or is likely to
      result in losses, or is otherwise likely to prejudice in any material
      respect or unduly interfere with the conduct of its business and
      operations in the ordinary course consistent with prior practice, or is
      likely to result in a breach by Triple C of any of its representations,
      warranties or covenants contained in this Agreement (unless any such
      breach is first waived in writing by
PGRA).

            


    

     

    
      	
              (b)  

            	
              Access to information
      and documents.  Upon reasonable notice and during regular
      business hours, Triple C will give to PGRA, its attorneys, accountants and
      other representatives full access to its personnel (subject to reasonable
      approval as to the time thereof) and all properties, documents, contracts,
      books and records and will furnish copies of such documents (certified by
      officers, if so requested) and with such information with respect to its
      business, operations, affairs and prospects (financial and otherwise) as
      PGRA may from time to time request, and the party to whom the information
      is provided will not improperly disclose the same prior to the
      Closing.  Triple C will afford PGRA an opportunity to ask
      questions and receive answers thereto in furtherance of its duly diligent
      examination of Triple C.  Any such furnishing of such
      information or any investigation shall not affect that party’s right to
      rely on the other party’s representations and warranties made in this
      Agreement or in connection herewith or pursuant hereto, except to the
      extent that written disclosure of information at a variance or in conflict
      with any such representation or warranty is made and provides specific
      notice of such variance or
conflict.

            


    

     

    Section
5.05 Access to information for
due diligence.  Upon reasonable notice and during regular
business hours, PGRA will give to Triple C and the Triple C Stockholders, their
attorneys, accountants and other representatives full access to its personnel
(subject to reasonable approval as to the time thereof) and all properties,
documents, contracts, books and records and will furnish copies of such
documents (certified by officers, if so requested) and with such information
with respect to its business, operations, affairs and prospects (financial and
otherwise) as Triple C may from time to time request, and the party to whom the
information is provided will not improperly disclose the same prior to the
Closing.  PGRA will afford Triple C an opportunity to ask questions
and receive answers thereto in furtherance of its duly diligent examination of
PGRA.  Any such furnishing of such information or any investigation
shall not affect that party’s right to rely on the other party’s representations
and warranties made in this Agreement or in connection herewith or pursuant
hereto, except to the extent that written disclosure of information at a
variance or in conflict with any such representation or warranty is made and
provides specific notice of such variance or conflict.

     

    Section
5.06 Confidential treatment of
information.  The provisions of Exhibit E shall be binding upon
the parties.

     

    
      Page 10
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
5.07 Cooperation by the
parties.  Each party hereto shall cooperate and shall take such
further action as may be reasonably requested by any other party in order to
carry out the provisions and purposes of this Agreement.  Triple C
shall cooperate with PGRA, and its independent public accountant, the cost of
which shall be the responsibility of PGRA, with respect to an audit of Triple
C's financial statements and review of interim, stub period financial statements
required to enable PGRA to file a registration statement pursuant to the 1933
Act or the 1934 Act.  This covenant shall survive the
Closing.

     

    Section
5.08 Conduct of Triple C's
business after Closing.

     

    
      	
              (a)  

            	
              Triple
      C will be operated as a wholly owned subsidiary of PGRA, and as a separate
      corporation, and shall not be merged into PGRA or any other subsidiary of
      PGRA at least until PGRA has completed payment provided in Section
      2.03.

            


    

     

    
      	
              (b)  

            	
              In
      the event PGRA fails to pay the installment as provided in Section 2.03,
      subject to reasonable extensions (with interest at eighteen-percent per
      annum on extended amounts during the respective extension periods), the
      Triple C Stockholders may elect, by written notice given to PGRA within
      ten days after any such failure, to return to PGRA the PGRA Stock, common
      stock purchase warrants and the payment they have received pursuant to
      Sections 2.02, without interest, offset or deduction, and PGRA will, upon
      such election and return of the PGRA Stock and funds, return the Triple C
      Securities to the Triple C
Stockholders.

            


    

     

    
      	
              (c)  

            	
              Beginning
      seven (7) business days after Closing, PGRA shall deliver $25,000 and
      shall continue to deliver $25,000 every ten (10) business days to Triple C
      as a capital infusion ("Infusion Payment") for use as mutually agreed to
      by PGRA and the Triple C Stockholders.  Payments made under this
      Section 5.08 shall continue until the aggregate Infusion Payments total
      $100,000.

            


    

     

    Article
VI

     

    FEDERAL INCOME TAX
MATTERS

     

    Section
6.01 Federal income tax
treatment.  Each party shall be responsible for obtaining his,
her or its own tax advice with respect to and understanding the federal income
tax consequences of the transactions and the federal income tax consequences
thereof contemplated by this Agreement and waives any reliance with respect
thereto on any other party.  The Triple C Stockholders understand the
transaction will be taxable to them at least to the extent of
“boot”.

     

    Article
VII

     

    SECURITIES LAW MATTERS AND
STATUS OF SHARES

     

    Section
7.01 Unregistered
shares.  The PGRA Stock delivered to the Triple C Stockholders
is not being registered under the 1933 Act and the securities laws of Nebraska
or any other state of jurisdiction, and the PGRA Stock is not transferable,
except as permitted under various exemptions contained in the 1933 Act and
applicable state securities law.  The provisions contained in the
following sections are intended to ensure compliance with the 1933 Act and
applicable state securities law.

     

    Section
7.02 No transfers in violation of
1933 Act.  The Triple C Stockholders will agree at Closing not
to offer, sell, assign, pledge, hypothecate, transfer or otherwise dispose of
the PGRA Stock, except after full compliance with all of the applicable
provisions of and regulations under the 1933 Act and applicable state securities
law; and, may be required to into a “lock up agreement” on the same terms
entered into by other PGRA stockholders.

     

    Section
7.03 Investment
intent.  The Triple C Stockholders will represent and warrant
to and covenant with PGRA at Closing that they are acquiring the PGRA Stock for
their own, respective accounts for investment and not with a view to resale or
other distribution; that they each currently have no intention of selling,
assigning, transferring, pledging, hypothecating or otherwise disposing of all
or any part thereof at any particular time, for any particular price, or on the
happening of any particular event or circumstance; and they will acknowledge
that they understand PGRA is relying on the truth and accuracy of their
covenants, warranties and representations in issuing the PGRA Stock without
first registering them under the 1933 Act.

     

    
      Page 11
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
7.04 Investment legend on
certificates.  The Triple C Stockholders will further agree
that the certificates evidencing the PGRA Stock shall contain the following
legend or a legend of similar import:

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS A
“RESTRICTED SECURITY” AS DEFINED UNDER SAID ACT.  ACCORDINGLY, NEITHER
THIS SECURITY NOR ANY INTEREST THEREIN MAY BE SOLD, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT BY BONA FIDE GIFT OR INHERITANCE,
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS SECURITY UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION IS NOT REQUIRED.

     

    Section
7.05 Registration
Right.  If PGRA or any successor entity (for purposes of this
Section 7.05, the “Company”), proposes to register (including for this
purpose a registration effected by the Company for stockholders other than the
Triple C Stockholders) any of the Company’s stock or other securities under the
1933 Act in connection with the public offering of such securities solely for
cash, the Company shall, at such time, promptly give the Triple C Stockholders
written notice of such registration.  Upon the written request of the
Triple C Stockholders within twenty (20) days after mailing of such notice by
the Company, the Company shall cause to be registered under the 1933 Act the
PGRA Stock that each such Triple C Stockholder has requested to be registered;
provided, that the Company’s obligations under this Section shall terminate once
all shares of PGRA Stock held by both Triple C Stockholders may immediately be
sold in reliance on Rule 144 under the Securities Act.

     

    Article
VIII

     

    TERMINATION PRIOR TO
CLOSING

     

    Section
8.01 Termination for
default.

     

    
      	
              (a)  

            	
              PGRA
      may, by notice to Triple C and the Triple C Stockholders given in the
      manner provided below on or at any time prior to the Closing Date,
      terminate this Agreement if default shall be made by Triple C in the
      observance or in the due and timely performance of any of any material
      covenants and agreements contained in this Agreement, made by Triple C
      pursuant to or imposed upon it in this Agreement, if the default has not
      been fully cured within fifteen days after receipt of the notice
      specifying the default.

            


    

     

    
      	
              (b)  

            	
              Triple
      C and the Triple C Stockholders may, by notice to PGRA given in the manner
      provided below on or at any time prior to the Closing Date, terminate this
      Agreement if default shall be made by PGRA in the observance or in the due
      and timely performance of any of any material covenants and agreements
      contained in this Agreement, made by PGRA pursuant to or imposed upon it
      in this Agreement, if the default has not been fully cured within fifteen
      days after receipt of the notice specifying the
  default.

            


    

     

    Section
8.02 Termination for failure to
Close.  If the Closing does not occur on or before the date
provided in Section 3.01, any party, if that party is not then in default in the
observance or in the due or timely performance of any covenants and conditions
under this Agreement, may at any time terminate this Agreement by giving written
notice to the other parties; provided, that the parties may extend the Closing
date in writing.

     

    Section
8.03 Termination for loss of
bargain.

     

    
      	
              (a)  

            	
              PGRA
      may, at its option, terminate this Agreement prior to the Closing if (i)
      in completion of its due diligence examination of Triple C, it discovers
      the existence of a material, adverse variance from its due diligence
      examination prior to the date of this Agreement, or (ii) the business or
      assets of Triple C have suffered any material damage, destruction or loss
      (whether or not covered by insurance), or (iii) Triple C is prevented by
      order of court or administrative action from consummating the transactions
      contemplated by this Agreement, whether or not Triple C has exhausted its
      appeals.

            


    

     

    
      Page 12
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              (b)  

            	
              Triple
      C may, at its option, terminate this Agreement prior to the Closing if (i)
      in completion of its due diligence examination of PGRA, it discovers the
      existence of a material, adverse variance from its due diligence
      examination prior to the date of this Agreement, or (ii) the business or
      assets of PGRA have suffered any material damage, destruction or loss
      (whether or not covered by insurance), or (iii) PGRA is prevented by order
      of court or administrative action from consummating the transactions
      contemplated by this Agreement, whether or not PGRA has exhausted its
      appeals.

            


    

     

    Article
IX

     

    NOTICES

     

    Section
9.01 Procedure for giving
notices.  Any and all notices or other communications required
or permitted to be given under any of the provisions of this Agreement shall be
in writing and shall be deemed to have been duly given when personally delivered
(excluding telephone facsimile and including receipted express courier and
overnight delivery service) or mailed by first class certified U.S. mail, return
receipt requested showing name of recipient, addressed to the proper
party.

     

    Section
9.02 Addresses for
notices.  For purposes of sending notices under this Agreement,
the addresses of the parties are as follows:

     

    
      	
              IF
      to PGRA

              Paul
      A. Henley, President

              6371
      Business Boulevard Suite 200

              Sarasota,
      Florida 34240

            	
              If
      to Triple C and the Triple C Stockholders before Closing:

              Craig
      White

              201
      North First Street

              Doniphan,
      Nebraska  68832

            
	
              Copy
      to:

              Jackson
      L. Morris, Esq.

              3116
      West North A Street

              Tampa,
      Florida 33609-1544

               

            	
              Copy
      to:

              David
      L. Bracht

              1620
      Dodge Street Suite #2100

              Omaha,
      NE 68102

            
	 
      	
              If
      to the Triple C Stockholders after Closing:

              Craig
      White (with copy to David Bracht at above address)

              P.O.
      Box 292

              Doniphan,
      Nebraska 68832

            


    

    


    Section
9.03 Change of
address.  A party may change its address for notices by sending
a notice of such change to all other parties by the means provided in Section
9.01.

     

    Article
X

     

    LEGAL AND OTHER
COSTS

     

    Section
10.01 Party entitled to
recover.  In the event that any party (the “Defaulting Party”)
defaults in his or its obligation under this Agreement and, as a result thereof,
the other party (the “Non-Defaulting Party”) seeks to legally enforce his or its
rights hereunder against the Defaulting Party (whether in an action at law, in
equity or in arbitration), then, in addition to all damages and other remedies
to which the Non-Defaulting Party is entitled by reason of such default, the
Defaulting Party shall promptly pay to the Non-Defaulting Party an amount equal
to all costs and expenses (including reasonable attorneys’ fees and expert
witness fees) paid or incurred by the Non-Defaulting Party in connection with
such enforcement, subject to a maximum of fifty thousand dollars
($50,000.00).

     

     

    
      Page 13
of a 19 page Agreement, plus
Exhibits and Schedules

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
10.02 Interest.  In
the event the Non-Defaulting Party is entitled to receive an amount of money by
reason of the Defaulting Party’s default hereunder, then, in addition to such
amount of money, the Defaulting Party shall promptly pay to the Non-Defaulting
Party a sum equal to interest on such amount of money accruing at the rate of
1.5% per month during the period between the date such payment should have been
made hereunder and the date of the actual payments thereof.

     

    Article
XI

     

    MISCELLANEOUS

     

    Section
11.01 Effective
date.  The effective date of this Agreement shall for all
purposes be the date set forth in first paragraph hereof notwithstanding a later
actual date of execution by any individual party.

     

    Section
11.02 Entire
agreement.  This writing constitutes the entire agreement of
the parties with respect to the subject matter hereof, superseding all prior
agreements, understandings, representations and warranties.

     

    Section
11.03 Waivers.  No
waiver of any provision, requirement, obligation, condition, breach or default
hereunder, or consent to any departure from the provisions hereof, shall be
considered valid unless in writing and signed by the party giving such waiver,
and no such waiver shall be deemed a waiver of any subsequent breach or default
of the same or similar nature.

     

    Section
11.04 Amendments.  This
Agreement may not be modified, amended or terminated except by a written
agreement specifically referring to this Agreement signed by all of the parties
hereto and amendment, modification or alteration of, addition to or termination
of this Agreement or any provision of this Agreement shall not be effective
unless it is made in writing and signed by the parties.

     

    Section
11.05 Construction.  This
Agreement has been negotiated by the parties, section by section, and no
provision hereof shall be construed more strictly against one party than against
the other party by reason of such party having drafted such
provision.  The order in which the provisions of this Agreement appear
are solely for convenience of organization; and later appearing provisions shall
not be construed to control earlier appearing provisions.

     

    Section
11.06 Invalidity.  It
is the intent of the parties that each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable
law.  If any provision hereof shall be prohibited, invalid, illegal or
unenforceable, in any respect, under applicable law, such provision shall be
ineffective to the extent of such prohibition, invalidity or non enforceability
only, without invalidating the remainder of such provision or the remaining
provisions of this Agreement; and, there shall be substituted in place of such
prohibited, invalid, illegal or unenforceable provision a provision which nearly
as practicable carries out the intent of the parties with respect thereto and
which is not prohibited and is valid, legal and enforceable.

     

    Section
11.07 Multiple
counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be an original and, taken together, shall be
deemed one and the same instrument.

     

    Section
11.08 Assignment, parties and
binding effect.  This Agreement, and the duties and obligations
of any party shall not be assigned without the prior written consent of the
other party(ies).  This Agreement shall benefit solely the named
parties and no other person shall claim, directly or indirectly, benefit
hereunder, express or implied, as a third-party beneficiary, or
otherwise.  Wherever in this Agreement a party is named or referred
to, the successors (including heirs and personal representative of individual
parties) and permitted assigns of such party shall be deemed to be included, and
all agreements, promises, covenants and stipulations in this Agreement shall be
binding upon and inure to the benefit of their respective successors and
permitted assigns.

     

    Section
11.09 Survival of representations
and warranties.  The representations and warranties made herein
shall survive the execution and delivery of this Agreement and full performance
hereunder of the obligations of the representing and warranting party, subject
to the provisions of Section 4.03.

     

    
      Page 14
of a 19 page Agreement, plus
Exhibits and Schedules

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
11.10 Jurisdiction and
venue.  Any action or proceeding for enforcement of this
Agreement and the instruments and documents executed and delivered in connection
herewith which is determined by a court of competent jurisdiction not, as a
matter of law, which seeks injunctive relief shall be brought and enforced in
the courts of the State of Nebraska in and for Hall County, Nebraska, and the
parties irrevocably submit to the jurisdiction of each such court in respect of
any such action or proceeding.

     

    Section
11.11 Applicable
law.  This Agreement and all amendments thereof shall be
governed by and construed in accordance with the law of the State of Nebraska
applicable to contracts made and to be performed therein (not including the
choice of law rules thereof).

     


    
      
        
          Page 15
of a 19 page Agreement, plus
Exhibits and Schedules

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, the day and year first above
written.

     

    [Corporate
Seal]                                Attest:                                PlanGraphics,
Inc.

    


    /s/
Jackson L.
Morris                                                                    By:
/s/ Paul A. Henley

    Jackson
L. Morris,
Secretary                                                       Paul
A. Henley, President

    


            
Triple C Transport, Inc.

    


    /s/  Vonnie
White                                                                          
By: /s/  Craig White

    Vonnie
White,
Secretary                                                               Craig
White, President  

    
 

          



              
Triple C Stockholders:

    


               
/s/  Craig White

               
Craig White

    


              
/s/  Vonnie White

              
Vonnie White

    



    
      
        
          Signature Page to the Stock Purchase
Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    OFFICERS’
CERTIFICATE

    


    Pursuant
to Section 3.0__ of the Stock Purchase Agreement identified within

     

    The
undersigned, __________, President, and __________, Treasurer, of
______________, a _____________ corporation (the “Corporation”), hereby each
certifies that he is familiar with the Stock Purchase Agreement, dated
___________________, (the “Agreement”), between the Corporation and
_________________ and, to the best of his knowledge, based on reasonable
investigation:

     

    
      	
              (a)  

            	
              All
      representations and warranties of
      the                                                                                                
      (as defined in the Agreement) contained in the Agreement, and in all
      Exhibits and Schedules attached thereto containing information delivered
      by, were true and correct
      in all material respects when made and when deemed to have been made and
      are true and correct at the date hereof, except for changes in the
      ordinary course of business between the date of the Agreement, in
      conformity with the covenants and agreements contained in the
      Agreement.

            


    

     

    
      	
              (b)  

            	
              All
      covenants, agreements and obligations required by the terms of the
      Agreement to be performed byat or before the Closing have been duly and properly
      performed in all material respects.

            


    

     

    
      	
              (c)  

            	
              Since
      the date of the Agreement there have not occurred any material adverse
      change in the condition or prospects (financial or otherwise), business,
      properties or assets of the.

            


    

     

    IN
WITNESS WHEREOF, each of the undersigned has executed this certificate this
____________.

     

    


    ______________________________,
President

    


    


    ______________________________,
Treasurer

    



    
      
        
          A-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    SECRETARY’S
CERTIFICATE

    


    Pursuant
to Section 3.0__ of the Stock Purchase Agreement identified within.

     

    I,
____________, the duly elected, qualified and acting Secretary of
________________, a corporation duly organized, existing and in good standing
under the laws of __________, (the “Corporation”) do hereby certify
that:

     

    
      	
              (i)  

            	
              The
      following is a true and complete copy of Resolution of the Board of
      Directors of the Corporation taken and adopted on ___________, approving
      the Stock Purchase Agreement dated _________,  by and among the
      Corporation and ____________________, and that said Resolution has not
      been rescinded, revoked or modified and is in full force and effect at the
      date hereof:

            


    

     

    
      	
              (ii)  

            	
              The
      persons whose names, titles and signatures appear below are each the duly
      elected, qualified and acting officers of the Corporation, hold on the
      date hereof the offices set forth opposite their respective names and the
      signatures appearing opposite said names are the genuine signatures of
      said persons:

            


    

     

    


    Name                                           Title                         
                  Signature

    


    ________________________    President                                ___________________________

    


    ________________________            Secretary                                ___________________________

    


    ________________________    Treasurer                                ___________________________

    


    
      	
              (iii)  

            	
              I
      am authorized by the Corporation to make the within
      certifications.

            


    

     

    IN
WITNESS WHEREOF, I have executed this Certificate on
_________________

     

    (CORPORATE
SEAL)

    


    _____________________,
Secretary

    


    I,
__________, President of _________________, a ______________ corporation, hereby
certify that ___________ is duly elected, qualified and acting Secretary of
___________ and that the signature appearing above is his genuine
signature.

     

    IN
WITNESS WHEREOF, I have executed this Certificate on
_________________,

     

    _____________________,
President

    



    
      
        
          B-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
C

    


     

    EMPLOYMENT
AGREEMENT

     

    


    This EMPLOYMENT AGREEMENT (“Agreement”)
is made and entered into by and between Integrated Freight Corporation (IFC), a
Florida corporation, (the “Company”), and Craig White of Doniphan, Nebraska
(“Employee”) effective as of date IFC acquires White Farms Trucking,
Inc..

    


    RECITAL

     

    


    Employee is party to that certain Stock
Purchase Agreement (the “SPA”) dated as of April __________, 2010 with
PlanGraphics, Inc. (“PGRA”), pursuant to which PGRA has agreed to acquire all
shares held by Employee of Triple C Transport, Inc. (“Triple C”), after which
Triple C shall become a wholly owned subsidiary of PGRA or an affiliate of
PGRA.

    


    The Company desires to employ Employee,
and Employee is willing to accept employment by the Company, in each case on the
terms and subject to the conditions set forth in this Agreement, to perform
assigned duties in connection with operation and management of Triple
C.

    


    NOW, THEREFORE, the parties hereto
hereby agree as follows:

    


    AGREEMENT

     

    


    1.   Position
and Duties.

    


     

    1.1  Position.   During
the term of this Agreement, Employee agrees to be employed by and to serve the
Company as General Manager, to perform such duties consistent with such position
as may be assigned to him from time to time by the Board of Directors and their
appointees.  Employee’s principal place of business with respect to
his services to the Company shall be Doniphan, Nebraska, provided that Employee
agrees to undertake such travel as may be required in the performance of his
duties.   All travel expenses of Employee shall be reimbursed in
accordance with Section 3.3 (c) below.

    


    1.2  Supervision
and Direction. 
Employee shall carry out his duties under the general supervision and direction
of the Board of Directors of the Company and their appointees in accordance with
the Company’s policies, rules and procedures in force from time to
time.

    


    1.3  Time
Required.   Employee shall devote his full time, attention, skill
and efforts to his tasks and duties hereunder to the affairs of the
Company.   Without the prior written consent of the Company,
Employee shall not provide services for compensation to any other person or
business entity during the Term of his employment by the Company, as defined in
paragraph 2.1, or engage in any other business activity, whether or not such
other business activity is pursued for profit or pecuniary advantage unless
approved by the Board of Directors, provided, that investing in the public stock
market shall not be deemed "business activity" for purposes of this
Section.

    


    2.   Term
of Employment, Termination.

    


    2.1  Term.  The term of employment
under this Agreement (the “Term”) shall begin on Start Date and shall continue
through three calendar years after the Start Date (the “Expiration Date”),
unless earlier terminated in accordance with Article 2 or extended pursuant to
the following sentence.   Unless written notice is given by the
Company or Employee to the other at least ninety days prior to the Expiration
Date (or any later date to which the Term shall have been extended in accordance
with this Section 2.1) advising that the one giving such notice does not desire
to extend or does desire to further extend this Agreement, the Term shall
automatically be extended for additional one-year periods without further action
of either the Company or Employee.

     

    
      C-1

    

    
                                                                                         

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    2.2  Termination
for Cause. Termination for Cause
(as defined in Section 2.7(a) below) may be effected by the Company at any time
during the Term of this Agreement and shall be effected by written notification
to Employee from the Chairman of the Board of Directors or by action of a
majority of the directors, in the event the Employee is the Chairman, stating
the reason for termination.   Such termination shall be effective
immediately upon the giving of such notice, unless the Board of Directors shall
otherwise determine.   Upon Termination for Cause, Employee shall
be paid all accrued salary, any benefits under any plans of the Company in which
Employee is a participant to the full extent of Employee’s rights under such
plans, accrued vacation pay and any appropriate
business expenses incurred by Employee in connection with his duties hereunder
prior to such termination, all to the date of termination, but Employee shall
not be entitled to any other compensation or reimbursement of any kind,
including without limitation, severance compensation.

    


    2.3  Voluntary
Termination.   In the event of a Voluntary Termination (as
defined in Section 2.7(b) below), the Company shall pay to Employee all accrued
salary, bonus compensation to the extent earned, any benefits under any plans of
the Company in which Employee is a participant to the full extent of Employee’s
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by Employee in connection with his duties hereunder, all to
the date of termination, but no other compensation or reimbursement of any kind,
including without limitation, severance compensation.  Employee may
affect a Voluntary Termination by giving thirty (30) days written notice of such
termination to the Company.

    


    2.4  Termination
by Death.   In the event of Employee’s death during the Term of
this Agreement, Employee’s employment shall be deemed to have terminated as of
the last day of the month during which his death occurs and the Company shall
pay to his estate or such beneficiaries, as Employee may from time to time
designate, all accrued salary, any benefits under any plans of the Company in
which Employee is a participant to the full extent of Employee’s rights under
such plans, accrued vacation pay and any appropriate business expenses incurred
by Employee in connection with his duties hereunder, all to the date of
termination, but Employee’s estate shall not be paid any other compensation or
reimbursement of any kind, including without limitation, severance
compensation.

    


    2.5  Termination
by Reason of Disability.   If, during the Term of this Agreement,
a physician selected by the Company certifies that Employee has become
physically or mentally incapacitated or unable to perform his full-time duties
under this Agreement, and that such incapacity has continued for a period of 180
calendar days within any period of 365 consecutive days, the Company shall have
the right to terminate Employee’s employment hereunder by written notification
to Employee, and such termination shall be effective on the seventh day
following the giving of such notice (“Termination by Reason of
Disability”).   In such event, the Company will pay to Employee
all accrued salary, any benefits under any plans of the Company in which
Employee is a participant to the full extent of Employee’s rights under such
plans, accrued vacation pay, any appropriate business expenses incurred by
Employee in connection with his duties hereunder, all to the date of
termination, and all severance compensation required under Section 4.1, but
Employee shall not be paid any other compensation or reimbursement of any
kind.   In the event of a Termination by Reason of Disability,
upon the termination of the disability, the Company will use its best efforts to
reemploy Employee, provided that such reemployment need not be in the same
capacity or at the same salary or benefits level as in effect prior to the
Termination by Reason of Disability.

    


    2.6  Employee’s
Obligation Upon Termination.  Upon the Termination of Employee’s
employment for any reason, Employee shall within ten days of such termination
return to the Company all personal property and proprietary information in
Employee’s possession belonging to the Company.   Unless and
until the Employee has complied with this Section (which shall be determined by
the Company's standard termination and check-out procedures), the Company shall
have no obligation to make any payment of any kind to Employee
hereunder.

    


    2.7  Definitions.   For
purposes of this Agreement the following terms shall have the following
meanings:

    


    (a)  “Termination
for Cause” shall mean termination by the Company of Employee’s employment by the
Company by reason of:

    


    (i)  Employee’s
willful dishonesty towards, fraud upon, or deliberate injury or attempted injury
to, or breach of fiduciary duty to, the Company;

     

    
      
        C-2
                                                                            

              

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (ii)  Employee’s
material breach of this Agreement, including any Exhibit hereto, or any other
agreement to which Employee and the Company are parties;

    


    (iii)  Employee’s
use or possession of illegal drugs at any time, use of alcoholic beverages
during working hours or on Company property except when specifically allowed by
a company sponsored function, improper use of prescription drugs during working
hours or on Company property or Employee reporting to work (which includes
activities away from Company offices) under the influence of illegal drugs or
alcohol;

    


    (iv)  Conduct
by Employee, whether or not in connection with the performance of the duties
contemplated hereunder, that would result in serious prejudice to the interests
of the Company if Employee were to continue to be employed, including, without
limitation, the conviction of a felony or a good faith determination by the
Board of Directors that Employee has committed acts involving moral
turpitude;

    


    (v)  Any
material violation of any rule, regulation or policy of the Company by Employee
or Employee’s failure to follow reasonable instructions or directions of the
Board of Directors of the Company (as it relates to the Employee’s written job
description) or any policy, rule or procedure of the Company in force from time
to time.   All Company policies, rules, regulations and
procedures currently in force must be provided to Employee in writing before
execution of this Agreement.   Any changes to Company policies,
rules and procedures must be provided to Employee in writing ten days prior to
the changes becoming effective.

    


    (b)  “Voluntary
Termination” shall mean termination by Employee of Employee’s employment other
than (i) Termination by Reason of Disability and (ii) Termination by reason of
Employee’s Death.

    


    3.   Salary,
Benefits and Bonus Compensation.

    


    3.1  Base
Salary.   As payment for the services to be rendered by Employee
as provided in Section 1 and subject to the terms and conditions of Section 2,
the Company agrees to pay to Employee a Base Salary at an initial rate of
$110,000 per annum payable in accordance with the Company’s regular payroll
practices (twice monthly).  Beginning 365 days from the date of this
Agreement and continuing on each subsequent one year anniversary, Employee's
salary shall equal one hundred and ten percent (110%) of the previous year's
compensation.   Such rate and Employee’s performance shall be
reviewed by the Company’s Board of Directors and their appointees on an annual
basis, commencing Starting Date, for a determination of whether an adjustment in
Employee’s Base Salary should be made, which adjustment shall be in sole
discretion of the Company’s Board of Directors.

    


    3.2  Additional
Payments.   In addition to the Base Salary, Company shall provide
as additional payment for the services provided in Section 1 and subject to the
terms and conditions of Section 2, the Company agrees to pay to
Employee:

    


    (a)  Warrants.  Upon
executing this Agreement, Company shall issue to employee warrants granting the
right to purchase an aggregate of 250,000 shares of the Company's common stock
at $0.75 per share exercisable at any time from the date of this agreement
through the date that is five (5) years after the date of this
agreement

    


    (b)  First
Year Bonus.  In addition, Employee will be entitled to a bonus of 10%
of EBITRA generated by Triple C (the “First Year Bonus”) during the full twelve
month period beginning on the first day of the next month following the closing
of the SPA.  For purposes of calculating the First Year Bonus,
“EBITRA” shall mean the amount equal to the net income of the company plus, to
the extent deducted, the aggregate of interest, taxes, rental payments and
amortization during the period calculated in accordance with GAAP rules,
provided that “rental payments” shall mean the aggregate of the lease payments
paid by Triple C during the period.  The First Year Bonus payment
shall be paid to the Employee at the end of the thirteenth month period
beginning on the first day of the next month following the Closing.

    


    3.3  Performance
Bonus.  The Board of Directors and their appointees will establish
goals for the Company each year, which may include a target revenue goal,
consummation of a merger with a candidate, asset base,
etc.   Employee shall be entitled to a bonus of computed as a
percentage of revenue over the goal established by the Board, or a specific
dollar number and/or additional common stock of the Company for the attainment
of other established goals.

     

    
      C-3

    

    
                                                                                          

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.4  Additional
Benefits.   During the Term of this Agreement, Employee shall be
entitled to the following fringe benefits:

    


    (a)  Employee
Benefits. Employee shall be included in all group insurance plans and other
benefit plans and programs made available to management Employees of the
Company.

    


    (b)  Vacation. Employee
is entitled to take four weeks paid vacation within one year from his Starting
Date.

    


    (c)    Reimbursement
for Expenses. The Company shall reimburse Employee for reasonable out-of-pocket
business, travel and entertainment expenses incurred by Employee in connection
with his duties under this Agreement in accordance with the Company’s
reimbursement policy in effect from time to time.   To receive
reimbursement, the Employee must submit a monthly, written expense report,
attaching receipts thereto, listing all expenses to be reimbursed, the amount of
each, the business purpose or benefit of the expense and such other information
as may be required to satisfy the requirements of the Internal Revenue Code for
deduction of such expenses by the Company.   Company’s
reimbursement policy currently in force must be provided to Employee in writing
before execution of this Agreement.   Any changes to Company’s
policy must be provided to Employee in writing thirty (30) days prior to the
changes becoming effective.

    


    (d)  Automobile
Allowance.  The Company shall pay to or for the benefit of Employee an
automobile allowance of $750.00 per month, which may include a vehicle lease
payments for an automobile selected by Employee and leased by the Company;
provided, that in the event a cash payment is required for a leased vehicle, the
cash payment shall be amortized over the lease term for purposes of the monthly
automobile allowance provided herein.

    


    4.   Severance
Compensation.

    


    4.1  Acceleration
of Payments.   The Company may, in the Company’s sole discretion,
if Employee so requests within thirty days following a Termination by Reason of
Disability, elect to pay to Employee a lump sum severance payment by bank
cashier’s check equal to the present value of the flow of cash payments that
would otherwise be paid to Employee.

    


    4.2.   No
Severance Compensation Under Other Termination.   In the event of
a Voluntary Termination, Termination for Cause, or Termination by reason of
Employee’s Death, neither Employee nor his estate shall be paid any severance
compensation.

    


    5.   Other
Agreements.   Employee agrees that to induce the Company to enter
into this Agreement and the SPA, he (a) agreed to be bound by terms for the
treatment of confidential information attached as Exhibit E to the SPA, and (b)
a concurrently executed and delivered to the Company the Agreement not to
Compete attached as Exhibit F to the SPA.   Employee hereby
covenants and agrees to fully abide by each and every term of such agreements,
and agrees and understands that a breach or violation by Employee of any
provision of any provision of either of such agreements shall constitute grounds
for Termination for Cause under Section 2.8(a)(ii) of this Agreement, and that
no such termination shall limit or affect any other rights and remedies of the
Company arising out of or in connection with any such breach or
violation.   The covenants on the part of Employee contained in
such agreements shall survive termination of this Agreement, regardless of the
reason for such termination, unless specifically excluded by this
agreement.  Employee hereby represents and acknowledges that the
Company is relying on the covenants contained in such agreements in entering
into this Agreement, and that the terms and conditions of the covenants
contained in such agreements are fair and reasonable.

    


    6.   Miscellaneous.

    


    6.1  Waiver.   The
waiver of the breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach of the same or other provision
hereof.

     

    
      C-4

    

    
                                                                                              

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.2  Entire
Agreement; Modifications.   This Agreement represents the entire
understanding among the parties with respect to the subject matter hereof, and
this Agreement supersedes any and all prior understandings, agreements, plans
and negotiations, whether written or oral with respect to the subject matter
hereof including without limitation, any understandings, agreements or
obligations respecting any past or future compensation, bonuses, reimbursements
or other payments to Employee from the Company.   All
modifications to this Agreement must be in writing and signed by both parties
hereto.

    


    6.3  Notices.   All
notices and other communications under this Agreement shall be in writing and
shall be given by first class mail, certified or registered with return receipt
requested, and shall be deemed to have been duly given three (3) days after
mailing to the respective persons named below:

    


    If to the
Company:

    Integrated
Freight Corporation

    6371
Business Blvd, Ste 200

    Sarasota,
FL 34240

    Attn:
Paul Henley, President

    


    If to
Employee:

    Craig
White

    201 North
1st
Street

    Doniphan,
Nebraska 68832

    


    Any part
may change such party’s address for notices by notice duly given pursuant to
this Section

    


    6.4  Headings.   The
Section headings herein are intended for reference and shall not by themselves
determine the construction or interpretation of this Agreement.

    


    6.5  Governing
Law.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

    


    6.6  Severability.   Should
a court or other body of competent jurisdiction determines that any provision of
this Agreement is invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, and all other provisions of this Agreement
shall be deemed valid and enforceable to the extent possible.

    


    6.7  Benefits
of Agreement.   The provisions of this Agreement shall be binding
upon and inure to the benefit of the executors, administrators, heirs,
successors and assigns of the parties; provided, however,
that except as herein expressly provided, this Agreement shall not be
assignable either by the Company (except to an affiliate of the Company) or by
Employee.

    


    6.8  Counterparts.   This
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one and the same Agreement.

    


    6.9  Withholdings.   All
compensation and benefits to Employee hereunder shall be subject to all
applicable federal, state, local and other withholdings and similar taxes and
other payments required by applicable law.

    


    6.10  Remedies.   All
rights and remedies of the Company and of the Employee hereunder shall be
cumulative and the exercise of any right or remedy shall not preclude the
exercise of another.

    


    6.11  Interpretation
Review.   Counsel in the negotiation and execution of this
Agreement has represented both parties to this Agreement, and no inference shall
be drawn against the drafting party.   Employee acknowledges that
he has in fact reviewed and discussed this Agreement with his counsel and that
he understands and assents to the terms hereof.

     

    
      C-5

    

    
                                                                                               

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.12  Arbitration.   Any
controversy or claim arising out of or relating to this agreement, or breach
thereof (other than any action by the Company seeking an injunction or equitable
relief under the Employee Non-Disclosure Agreement and Proprietary Rights
Assignment or the Non-Solicitation and Non-Competition Agreement executed by the
Employee, as amended from time to time) shall be settled by binding arbitration
to be held in Tampa, Florida, in accordance with the Rules of the American
Arbitration Association, and judgment upon any proper award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof.  There shall be three arbitrators, one to be chosen directly
by each party at will, and the third arbitrator to be selected by the two
arbitrators so chosen.  To the extent permitted by the rules of the
American Arbitration Association, the selected arbitrators may grant equitable
relief.  Each party shall pay the fees of the arbitrator selected by
him and his own attorneys, and the expenses of his witnesses and all other
expenses connected with the presentation of his case.  The cost of the
arbitration including the cost of the record of transcripts thereof, in any,
administrative fees, and all other fees and cost shall be borne equally by the
parties.   The rules of discovery of the Federal District Court
for the Middle District of Florida shall govern discovery conducted by the
parties, who shall have the right to apply to said court for enforcement
thereof.

     

    
      C-6


    

    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
the day and year first above written.

    


     Employee

        Craig
White                                                 __________________
date __/___/___

    


    


    


    Integrated
Freight Corporation

         Paul
Henley,
CEO                                      __________________
date __/___/___

    


     

    
      C-7

    

    
 

    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    EXHIBIT
D

    


     

    EMPLOYMENT
AGREEMENT

     

    


    This EMPLOYMENT AGREEMENT (“Agreement”)
is made and entered into by and between Integrated Freight Corporation (IFC), a
Florida corporation, (the “Company”), and Vonnie White of Doniphan, Nebraska
(“Employee”) effective as of date IFC acquires White Farms Trucking,
Inc..

    


    RECITAL

     

    


    Employee is party to that certain Stock
Purchase Agreement (the “SPA”) dated as of April __________, 2010 with
PlanGraphics, Inc. (“PGRA”), pursuant to which PGRA has agreed to acquire all
shares held by Employee of Triple C Transport, Inc. (“Triple C”), after which
Triple C shall become a wholly owned subsidiary of PGRA or an affiliate of
PGRA.

    


    


    The
Company desires to employ Employee, and Employee is willing to accept employment
by the Company, in each case on the terms and subject to the conditions set
forth in this Agreement, to perform assigned duties in connection with operation
and management of Triple C.

    


    NOW, THEREFORE, the parties hereto
hereby agree as follows:

    


    AGREEMENT

     

    


    1.   Position
and Duties.

    


     

    1.1  Position.   During
the term of this Agreement, Employee agrees to be employed by and to serve the
Company as Assistant Manager, to perform such duties consistent with such
position as may be assigned to him from time to time by the Board of Directors
and their appointees.  Employee’s principal place of business with
respect to her services to the Company shall be Doniphan, Nebraska, provided
that Employee agrees to undertake such travel as may be required in the
performance of her duties.   All travel expenses of Employee
shall be reimbursed in accordance with Section 3.3 (c) below.

    


    1.2  Supervision
and Direction. 
Employee shall carry out her duties under the general supervision and direction
of the Board of Directors of the Company and their appointees in accordance with
the Company’s policies, rules and procedures in force from time to
time.

    


    1.3  Time
Required.   Employee shall devote her full time, attention, skill
and efforts to her tasks and duties hereunder to the affairs of the
Company.   Without the prior written consent of the Company,
Employee shall not provide services for compensation to any other person or
business entity during the Term of her employment by the Company, as defined in
paragraph 2.1, or engage in any other business activity, whether or not such
other business activity is pursued for profit or pecuniary advantage unless
approved by the Board of Directors, provided, that investing in the public stock
market shall not be deemed "business activity" for purposes of this
Section.

    


    2.   Term
of Employment, Termination.

    


    2.1  Term.  The term of employment
under this Agreement (the “Term”) shall begin on Start Date and shall continue
through three calendar years after the Start Date (the “Expiration Date”),
unless earlier terminated in accordance with Article 2 or extended pursuant to
the following sentence.   Unless written notice is given by the
Company or Employee to the other at least ninety days prior to the Expiration
Date (or any later date to which the Term shall have been extended in accordance
with this Section 2.1) advising that the one giving such notice does not desire
to extend or does desire to further extend this Agreement, the Term shall
automatically be extended for additional one-year periods without further action
of either the Company or Employee.

     

    
      D-1

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.2  Termination
for Cause. Termination for Cause
(as defined in Section 2.7(a) below) may be effected by the Company at any time
during the Term of this Agreement and shall be effected by written notification
to Employee from the Chairman of the Board of Directors or by action of a
majority of the directors, in the event the Employee is the Chairman, stating
the reason for termination.   Such termination shall be effective
immediately upon the giving of such notice, unless the Board of Directors shall
otherwise determine.   Upon Termination for Cause, Employee shall
be paid all accrued salary, any benefits under any plans of the Company in which
Employee is a participant to the full extent of Employee’s rights under such
plans, accrued vacation pay and any appropriate
business expenses incurred by Employee in connection with her duties hereunder
prior to such termination, all to the date of termination, but Employee shall
not be entitled to any other compensation or reimbursement of any kind,
including without limitation, severance compensation.

    


    2.3  Voluntary
Termination.   In the event of a Voluntary Termination (as
defined in Section 2.7(b) below), the Company shall pay to Employee all accrued
salary, bonus compensation to the extent earned, any benefits under any plans of
the Company in which Employee is a participant to the full extent of Employee’s
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by Employee in connection with her duties hereunder, all to
the date of termination, but no other compensation or reimbursement of any kind,
including without limitation, severance compensation.  Employee may
affect a Voluntary Termination by giving thirty (30) days written notice of such
termination to the Company.

    


    2.4  Termination
by Death.   In the event of Employee’s death during the Term of
this Agreement, Employee’s employment shall be deemed to have terminated as of
the last day of the month during which her death occurs and the Company shall
pay to her estate or such beneficiaries, as Employee may from time to time
designate, all accrued salary, any benefits under any plans of the Company in
which Employee is a participant to the full extent of Employee’s rights under
such plans, accrued vacation pay and any appropriate business expenses incurred
by Employee in connection with her duties hereunder, all to the date of
termination, but Employee’s estate shall not be paid any other compensation or
reimbursement of any kind, including without limitation, severance
compensation.

    


    2.5  Termination
by Reason of Disability.   If, during the Term of this Agreement,
a physician selected by the Company certifies that Employee has become
physically or mentally incapacitated or unable to perform her full-time duties
under this Agreement, and that such incapacity has continued for a period of 180
calendar days within any period of 365 consecutive days, the Company shall have
the right to terminate Employee’s employment hereunder by written notification
to Employee, and such termination shall be effective on the seventh day
following the giving of such notice (“Termination by Reason of
Disability”).   In such event, the Company will pay to Employee
all accrued salary, any benefits under any plans of the Company in which
Employee is a participant to the full extent of Employee’s rights under such
plans, accrued vacation pay, any appropriate business expenses incurred by
Employee in connection with her duties hereunder, all to the date of
termination, and all severance compensation required under Section 4.1, but
Employee shall not be paid any other compensation or reimbursement of any
kind.   In the event of a Termination by Reason of Disability,
upon the termination of the disability, the Company will use its best efforts to
reemploy Employee, provided that such reemployment need not be in the same
capacity or at the same salary or benefits level as in effect prior to the
Termination by Reason of Disability.

    


    2.6  Employee’s
Obligation Upon Termination.  Upon the Termination of Employee’s
employment for any reason, Employee shall within ten days of such termination
return to the Company all personal property and proprietary information in
Employee’s possession belonging to the Company.   Unless and
until the Employee has complied with this Section (which shall be determined by
the Company's standard termination and check-out procedures), the Company shall
have no obligation to make any payment of any kind to Employee
hereunder.

    


    2.7  Definitions.   For
purposes of this Agreement the following terms shall have the following
meanings:

    


    (a)  “Termination
for Cause” shall mean termination by the Company of Employee’s employment by the
Company by reason of:

     

    
                                                                                                D-2

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    (i)  Employee’s
willful dishonesty towards, fraud upon, or deliberate injury or attempted injury
to, or breach of fiduciary duty to, the Company;

    


    (ii)  Employee’s
material breach of this Agreement, including any Exhibit hereto, or any other
agreement to which Employee and the Company are parties;

    


    (iii)  Employee’s
use or possession of illegal drugs at any time, use of alcoholic beverages
during working hours or on Company property except when specifically allowed by
a company sponsored function, improper use of prescription drugs during working
hours or on Company property or Employee reporting to work (which includes
activities away from Company offices) under the influence of illegal drugs or
alcohol;

    


    (iv)  Conduct
by Employee, whether or not in connection with the performance of the duties
contemplated hereunder, that would result in serious prejudice to the interests
of the Company if Employee were to continue to be employed, including, without
limitation, the conviction of a felony or a good faith determination by the
Board of Directors that Employee has committed acts involving moral
turpitude;

    


    (v)  Any
material violation of any rule, regulation or policy of the Company by Employee
or Employee’s failure to follow reasonable instructions or directions of the
Board of Directors of the Company (as it relates to the Employee’s written job
description) or any policy, rule or procedure of the Company in force from time
to time.   All Company policies, rules, regulations and
procedures currently in force must be provided to Employee in writing before
execution of this Agreement.   Any changes to Company policies,
rules and procedures must be provided to Employee in writing ten days prior to
the changes becoming effective.

    


    (b)  “Voluntary
Termination” shall mean termination by Employee of Employee’s employment other
than (i) Termination by Reason of Disability and (ii) Termination by reason of
Employee’s Death.

    


    3.   Salary,
Benefits and Bonus Compensation.

    


    3.1  Base
Salary.   As payment for the services to be rendered by Employee
as provided in Section 1 and subject to the terms and conditions of Section 2,
the Company agrees to pay to Employee a “Base Salary at an initial rate of
$60,000 per annum payable in accordance with the Company’s regular payroll
practices (twice monthly).  Such rate and Employee’s performance shall
be reviewed by the Company’s Board of Directors and their appointees on an
annual basis, commencing Starting Date, for a determination of whether an
adjustment in Employee’s Base Salary should be made, which adjustment shall be
in sole discretion of the Company’s Board of Directors.

    


    3.2  Additional
Payments.  In addition to the Base Salary, Company shall provide as
additional payment for the services provided in Section 1 and subject to the
terms and conditions of Section 2, the Company agrees to pay to
Employee:

    


    (a)  Warrants.  Upon
executing this Agreement, Company shall issue to employee warrants granting the
right to purchase an aggregate of 250,000 shares of the Company's common stock
at $0.75 per share exercisable at any time from the date of this agreement
through the date that is five (5) years after the date of this
agreement

     
 

    3.3  Performance
Bonus.  The Board of Directors and their appointees will establish
goals for the Company each year. A Compensation Committee will be formed to
review and recommend possible bonuses for key employees. Employee shall then be
entitled to a specific dollar amount and/or common stock of the Company for the
attainment of established goals.

    


    3.4  Additional
Benefits.   During the Term of this Agreement, Employee shall be
entitled to the following fringe benefits:

    


    (a)  Employee
Benefits.  Employee shall be included in all group insurance plans and
other benefit plans and programs made available to management Employees of the
Company.

    


    (b)  Vacation. Employee
is entitled to take two weeks paid vacation within one year from her Starting
Date.

     

    
                                                                                                D-3

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (c)    Reimbursement
for Expenses.  The Company shall reimburse Employee for reasonable
out-of-pocket business, travel and entertainment expenses incurred by Employee
in connection with her duties under this Agreement in accordance with the
Company’s reimbursement policy in effect from time to time.   To
receive reimbursement, the Employee must submit a monthly, written expense
report, attaching receipts thereto, listing all expenses to be reimbursed, the
amount of each, the business purpose or benefit of the expense and such other
information as may be required to satisfy the requirements of the Internal
Revenue Code for deduction of such expenses by the
Company.   Company’s reimbursement policy currently in force must
be provided to Employee in writing before execution of their
Agreement.   Any changes to Company’s policy must be provided to
Employee in writing thirty (30) days prior to the changes becoming
effective.

    


    4.   Severance
Compensation.

    


    4.1  Acceleration
of Payments.   The Company may, in the Company’s sole discretion,
if Employee so requests within thirty days following a Termination by Reason of
Disability, elect to pay to Employee a lump sum severance payment by bank
cashier’s check equal to the present value of the flow of cash payments that
would otherwise be paid to Employee.

    


    4.2.   No
Severance Compensation Under Other Termination.   In the event of
a Voluntary Termination, Termination for Cause, or Termination by reason of
Employee’s Death, neither Employee nor her estate shall be paid any severance
compensation.

    


    5.   Other
Agreements.   Employee agrees that to induce the Company to enter
into this Agreement and the SPA, he (a) agreed to be bound by terms for the
treatment of confidential information attached as Exhibit E to the SPA,, and (b)
a concurrently executed and delivered to the Company the Agreement not to
Compete attached as Exhibit F to the SPA.  Employee hereby covenants
and agrees to fully abide by each and every term of such agreements, and agrees
and understands that a breach or violation by Employee of any provision of any
provision of either of such agreements shall constitute grounds for Termination
for Cause under Section 2.8(a)(ii) of this Agreement, and that no such
termination shall limit or affect any other rights and remedies of the Company
arising out of or in connection with any such breach or
violation.   The covenants on the part of Employee contained in
such agreements shall survive termination of this Agreement, regardless of the
reason for such termination, unless specifically excluded by this
agreement.  Employee hereby represents and acknowledges that the
Company is relying on the covenants contained in such agreements in entering
into this Agreement, and that the terms and conditions of the covenants
contained in such agreements are fair and reasonable.

    


    6.   Miscellaneous.

    


    6.1  Waiver.   The
waiver of the breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach of the same or other provision
hereof.

    


    6.2  Entire
Agreement; Modifications.   This Agreement represents the entire
understanding among the parties with respect to the subject matter hereof, and
this Agreement supersedes any and all prior understandings, agreements, plans
and negotiations, whether written or oral with respect to the subject matter
hereof including without limitation, any understandings, agreements or
obligations respecting any past or future compensation, bonuses, reimbursements
or other payments to Employee from the Company.   All
modifications to this Agreement must be in writing and signed by both parties
hereto.

    


    6.3  Notices.   All
notices and other communications under this Agreement shall be in writing and
shall be given by first class mail, certified or registered with return receipt
requested, and shall be deemed to have been duly given three (3) days after
mailing to the respective persons named below:

    


    If to the
Company:

    Integrated
Freight Corporation

    6371
Business Blvd, Ste 200

    Sarasota,
FL 34240

    Attn:
Paul Henley, President

     

    
                                                                                                 D-4

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    If to
Employee:

    Vonnie
White

    201 North
1st
Street

    Doniphan,
Nebraska 68832

    


    Any part
may change such party’s address for notices by notice duly given pursuant to
this Section

    


    6.4  Headings.   The
Section headings herein are intended for reference and shall not by themselves
determine the construction or interpretation of this Agreement.

    


    6.5  Governing
Law.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

    


    6.6  Severability.   Should
a court or other body of competent jurisdiction determines that any provision of
this Agreement is invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, and all other provisions of this Agreement
shall be deemed valid and enforceable to the extent possible.

    


    6.7  Benefits
of Agreement.   The provisions of this Agreement shall be binding
upon and inure to the benefit of the executors, administrators, heirs,
successors and assigns of the parties; provided, however,
that except as herein expressly provided, this Agreement shall not be
assignable either by the Company (except to an affiliate of the Company) or by
Employee.

    


    6.8  Counterparts.   This
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one and the same Agreement.

    


    6.9  Withholdings.   All
compensation and benefits to Employee hereunder shall be subject to all
applicable federal, state, local and other withholdings and similar taxes and
other payments required by applicable law.

    


    6.10  Remedies.   All
rights and remedies of the Company and of the Employee hereunder shall be
cumulative and the exercise of any right or remedy shall not preclude the
exercise of another.

    


    6.11  Interpretation
Review.   Counsel in the negotiation and execution of this
Agreement has represented both parties to this Agreement, and no inference shall
be drawn against the drafting party.   Employee acknowledges that
he has in fact reviewed and discussed this Agreement with her counsel and that
he understands and assents to the terms hereof.

    


    6.12  Arbitration.   Any
controversy or claim arising out of or relating to this agreement, or breach
thereof (other than any action by the Company seeking an injunction or equitable
relief under the Employee Non-Disclosure Agreement and Proprietary Rights
Assignment or the Non-Solicitation and Non-Competition Agreement executed by the
Employee, as amended from time to time) shall be settled by binding arbitration
to be held in Tampa, Florida, in accordance with the Rules of the American
Arbitration Association, and judgment upon any proper award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof.  There shall be three arbitrators, one to be chosen directly
by each party at will, and the third arbitrator to be selected by the two
arbitrators so chosen.  To the extent permitted by the rules of the
American Arbitration Association, the selected arbitrators may grant equitable
relief.  Each party shall pay the fees of the arbitrator selected by
him and his own attorneys, and the expenses of his witnesses and all other
expenses connected with the presentation of his case.  The cost of the
arbitration including the cost of the record of transcripts thereof, in any,
administrative fees, and all other fees and cost shall be borne equally by the
parties.   The rules of discovery of the Federal District Court
for the Middle District of Florida shall govern discovery conducted by the
parties, who shall have the right to apply to said court for enforcement
thereof.

     

    
                                                                                                 D-5

    

    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
the day and year first above written.

    


     Employee

        Vonnie
White                                                 __________________
date __/___/___

    


    


    


    Integrated
Freight Corporation

         Paul
Henley,
CEO                                                   __________________
date __/___/___

     
 

    


    


    


    
                                                                                                 D-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
E

    Treatment
of Confidential Information

    


    The
mutual objective of the parties under the Stock Purchase Agreement to which this
Exhibit “E” is attached and incorporated by reference is to provide appropriate
protection for Confidential Information while exchanging Confidential
Information (defined below) for the parties’ mutual benefit and maintaining
their ability to conduct their respective business activities.  Each
party agrees the following terms apply when a party (the “Discloser”) discloses
information to the other (the “Recipient”) under this Agreement.  The
consideration for this Agreement is the disclosures which a party makes to the
other in reliance on this Agreement.

     

    1. Each
party agrees and acknowledges that many of the other’s Confidential Information
(as described below) is considered to be trade secrets, confidential,
proprietary and not readily accessible to the public.  Each party
believes that its own Confidential Information represents a legitimate, valuable
and protectable interest and gives it a competitive advantage, which otherwise
would be lost if its Confidential Information was improperly disclosed or
revealed.

     

    2. The
Recipient shall not, at any time without the express written permission of the
Discloser, disclose the Discloser’s Confidential Information directly or
indirectly to any person or entity, except the Recipient may disclose the
Confidential Information to the Recipient’s Employees, Contractors and Agents
(as defined below) during the term of this Agreement if such Employees,
Contractors and Agents have a need to know the Confidential Information in order
to complete any purpose for which the Confidential Information is
disclosed.  The Recipient shall have entered into non-disclosure
agreements with such Employees, Contractors, and Agents having obligations of
confidentiality as strict as those herein prior to disclosure to such employees,
contracts, and agents to assure against unauthorized use or
disclosure.  The Recipient shall not use or threaten to use
Confidential Information in any way that is inconsistent with the provisions of
this Agreement or contrary to the instructions or interests of the
Discloser.  The Recipient shall not, directly or indirectly,
intentionally or negligently allow or assist others in using the Discloser’s
Confidential Information in any way inconsistent with the provisions of this
Agreement or contrary to the instructions or interests of the
Discloser.  The Recipient agrees not to use Confidential Information
for its own benefit, unless specifically authorized so to do in writing by the
Disclose.

     

    3. Each
party recognizes and acknowledges that the improper disclosure or use of the
Discloser’s Confidential Information would cause irreparable injury to the
Discloser by jeopardizing, compromising, and perhaps eliminating the competitive
advance the Discloser holds or may hold because of the existence and secrecy of
the Confidential Information or would provide an unjustly obtained advantage to
the Recipient.  Thus, each party acknowledges and agrees that monetary
damages shall not be a sufficient remedy for the Discloser in the event of any
breach or threatened breach of this Agreement.  Therefore, each party
stipulates and warrants that in the event a Recipient breaches, or reasonably
threatens to breach, this Agreement, the Discloser party shall be entitled,
without waiving any other rights or remedies in law or in equity, to such
injunctive and/or other equitable relief, without (a) having to show or prove
irreparable harm as may be deemed proper by a court of competent jurisdiction
and (b) the requirement imposed by the Court for posting bond which requirement
is hereby specifically and knowingly waived.

     

    4. The
Recipient agrees to use the same care and discretion to avoid improper
disclosure, publication or dissemination of the Disclosure’s Confidential
Information as it uses with its own similar information that it does not wish to
disclose, publish or disseminate, but in no event less than reasonable and
prudent care.

     

    5. As used
in this Agreement the “Confidential Information” means all tangible and
intangible information that is disclosed by the Discloser to the Recipient
(either orally, or by visual inspection, and/or in writing), including but not
limited to (a) currently available and planned products and services; (b)
information regarding distributors, suppliers, developers, contractors and
funding sources; (c) financial and management information; (d) product
information; (e) research and/or development information; (f) information
pertaining to actual and/or potential customers, suppliers, and/or strategic
alliances; (g) information of a confidential or private nature relating to
Employees and Agents (as defined below); (h) financial data and information; (i)
business plans; (j) marketing materials and/or strategies; (k) legal matters,
including current and/or potential contracts and/or litigation; (l) in-house
e-mail, Internet, security, and/or other systems; (m) information received by
the Discloser from third parties that the Discloser is obligated to treat as
confidential; and/or (n) any and all information regarding the foregoing that
the Discloser discloses to the Recipient.  Failure to include a
confidentiality notice on any materials disclosed to the Recipient shall not
give rise to inference that the information disclosed is not
confidential.  Confidential Information disclosed to the Recipient by
any parent corporation, subsidiary, agent and/or affiliated entities of the
Discloser or by persons that owe the obligation of confidentiality to the
Discloser, whether by contract or otherwise, is also covered by this
Agreement.

     

    
                                                                                                E-1

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Employees
and Agents” shall mean the employees, agents, representatives, consultants and
independent contractors affiliated with each of us separately.

     

    6. Confidential
Information shall not include any information which the Recipient can, by clear
and convincing evidence, establish:

     

    
      	
              (a)  

            	
              Is
      or subsequently becomes publicly available without the Recipient’s breach
      of any obligation owed to the Discloser under this
    Agreement;

            


    

     

    
      	
              (b)  

            	
              Was
      rightfully in the possession of or known to the Recipient prior to the
      Discloser’s disclosure of such information to the Recipient, as evidenced
      by documentation on record at the time of
  disclosure;

            


    

     

    
      	
              (c)  

            	
              Became
      known to the Recipient from a source independent from the Discloser and
      such independent source did not breach an obligation of confidentiality
      owed to the Discloser;

            


    

     

    
      	
              (d)  

            	
              Was
      independently developed by the Recipient without any breach of this
      Agreement; or

            


    

     

    


    
      	
              (e)  

            	
              Was
      originally disclosed as Confidential Information hereunder but which the
      Discloser thereafter authorizes the Recipient to use and/or disclose, and
      such authorization is in writing which is signed by authorized
      representatives of the parties;

            


    

     

    
      	
              (f)  

            	
              Becomes
      available to the Receiving Party by wholly lawful inspection or analysis
      of products offered for sale; or

            


    

     

    
      	
              (g)  

            	
              Is
      transmitted by a party after receiving written notification from the other
      party that it does not desire to receive any further Confidential
      Information.

            


    

     

    The
Receiving Party may disclose Confidential Information nevertheless pursuant to a
valid order issued by a court or government agency, provided that the Receiving
Party provides the Disclosing Party (i) prior written notice of such obligation;
and (ii) the opportunity to oppose such disclosure or obtain a protective
order.

     

    7. The
Recipient shall notify the Discloser immediately upon discovery of any
unauthorized disclosure of the Confidential Information, or any other breach of
this Agreement by the Recipient and/or the Recipient’s Employees and/or Agents,
and will cooperate with the Discloser in every reasonable way at the Recipient’s
sole cost and expense to prevent its further unauthorized disclosure and/or
further breach of this Agreement.

     

    8. Neither
this Agreement nor any disclosure of Confidential Information hereunder grants
the Recipient any rights or license under any trademark, copyright or patent now
or hereafter owned or controlled by the Discloser.

     

    9. The
Recipient acknowledges and agrees that its limited right to evaluate the
Discloser’s Confidential Information shall immediately expire at the completion
of the purpose for which the Confidential Information is delivered, if this
Agreement is not terminated earlier and then, in that event, the Recipient’s
right to evaluate such Confidential Information shall immediately
terminate.  The Recipient therefore agrees to return any and all
Confidential Information of the Discloser that is in a tangible form, including
all originals, copies reproductions, and summaries thereof, to the Discloser
within five business days of the date this Agreement expires or is terminated,
whichever occurs first, or upon the Discloser’s request, and to also completely
erase and destroy any and all copies of all portions of any and all software
comprising the Confidential Information in its possession and/or under its
responsibility or control which may have been loaded onto the computers of the
Recipient and/or its Employees and Agents.

     

    
                                                                                                 E-2

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. This
Agreement shall continue from the date last written below until terminated by
either party by giving thirty days’ written notice to the other party of its
intent to terminate this Agreement.  Information disclosed pursuant to
this Agreement will be subject to the terms of this Agreement for five years
following the termination of this Agreement.

     

    11. The terms
of confidentiality under this Agreement shall not be construed to limit either
party’s right to independently develop or acquire products without use of the
other party’s Confidential Information.  The Disclosing Party
acknowledges that the Receiving Party may currently or in the future be
developing information internally, or receiving information from other parties,
that is similar to the Confidential Information.  Accordingly, nothing
in this Agreement prohibit the Receiving Party from developing or having
developed for it products, concepts, systems or techniques that are similar to
or compete with the products, concepts, systems or techniques contemplated by or
embodied in the Confidential Information provided that the Receiving Party does
not violate any of its obligations under this Agreement in connection with such
development.  Further, either party shall be free to use for any
purpose the “residuals,” provided that such party shall not use in any manner
information that is considered Confidential Information under this Agreement and
shall maintain the confidentiality of the Confidential Information as provided
herein.  The term “residuals” means ideas, concepts, know-how or
techniques that may be generated, developed or conceived by the Receiving Party
in connection with reviewing the Confidential Information and in no circumstance
shall “residuals” be deemed to include Confidential
Information.  Neither party shall have any obligation to limit or
restrict the assignment of such persons or to pay royalties for any work
resulting from the use of residuals.

     

     

    12. The
Receiving Party shall not remove, overprint or deface any notice of
confidentiality, copyright, trademark, logo, legend, or other notices of
ownership or confidentiality from any originals or copies of Confidential
Information it obtains from the Disclosing Party.

     

    13. CONFIDENTIAL
INFORMATION IS PROVIDED “AS IS” WITH ALL FAULTS.  IN NO EVENT SHALL
THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE
CONFIDENTIAL INFORMATION.  None of the Confidential Information
disclosed by the parties constitutes any representation, warranty, assurance,
guarantee or inducement by either party to the other with respect to the
infringement of trademarks, patents, copyrights; any right of privacy; or any
rights of third persons.

     

    14. The
parties acknowledge that the Confidential Information disclosed by each of them
under this Agreement may be subject to export controls under the laws of the
United States.  Each party shall comply with such laws and agrees not
to knowingly export, re-export or transfer Confidential Information of the other
party without first obtaining all required United States or other governmental
authorizations or licenses.

     

    15. The
parties hereto are independent contractors.  Neither this Agreement
nor any right granted hereunder shall be assignable or transferable by operation
of law or otherwise.  Any such purposed assignment shall be
void.

     

    


    
                                                                                                 E-3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
F

    AGREEMENT
NOT TO COMPETE

    


    


    THIS
AGREEMENT NOT TO COMPETE (this “Agreement”), made and entered into as of___, 2010, by and between PlanGraphics,
Inc., a Colorado corporation, (“PGRA”), and Triple C
Transport, Inc., a Nebraska corporation (“Triple C” and
together with PGRA the "Benefited Parties"_),
and Craig White and Vonnie White (the “Restricted Parties”).

    


    W I T N E S S E T
H:

    


    WHEREAS,
PGRA has exchanged the issued and outstanding equity securities of Triple C
pursuant to a Stock Purchase Agreement dated as of __________, 2010 (the “Stock
Purchase Agreement”); and

     

    WHEREAS,
Triple C was wholly owned by the Restricted Parties who personally benefits from
such exchange; and

     

    WHEREAS,
the PGRA has required as a condition for the acquisition of Triple C that the
Restricted Parties, jointly and severally, enter into this Agreement as a means
of protecting the value of Triple C; and

     

    NOW,
THEREFORE, in consideration of the premises herein before set forth, in reliance
hereon and the mutual promises of the parties, one to another made herein, and
the reliance of each party upon the other(s) based hereon and other good and
valuable consideration, the receipt and sufficiency of which the parties
acknowledge, the parties agree, as follows:

     

    Article
I

     

    PRELIMINARY
MATTERS

     

    Section
1.01 Recitals.  The
parties acknowledge the recitals herein above set forth in the preamble are
correct, are, by this reference, incorporated herein and are made a part of this
Agreement.

     

    Section
1.02 Use of words and
phrases.  Natural persons may be identified by last name, with
such additional descriptors as may be desirable.  The words “herein,”
“hereby,” “hereunder,” “hereof,” “herein before,” “hereinafter” and any other
equivalent words refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision hereof.  The words, terms and
phrases defined herein and any pronoun used herein shall include the singular,
plural and all genders.  The word “and” shall be construed as a
coordinating conjunction unless the context clearly indicates that it should be
construed as a copulative conjunction.

     

    


    Section
1.03 Accounting
terms.  All accounting terms not otherwise defined herein shall
have the meanings assigned to them under generally accepted accounting
principles unless specifically referenced to regulatory accounting
principles.

     

    Section
1.04 Calculation of time lapse or
passage; Action required on holidays.  When a provision of this
Agreement requires or provides for the calculation of the lapse or passage of a
time period, such period shall be calculated by treating the event which starts
the lapse or passage as zero; provided, that this provision shall not apply to
any provision which specifies a certain day for action or payment, e.g. the
first day of each calendar month.  Unless otherwise provided, the term
“month” shall mean a period of thirty days and the term “year” shall mean a
period of 360 days, except that the terms “calendar month” and “calendar year”
shall mean the actual calendar period indicated.  If any day on which
action is required to be taken or payment is required to be made under this
Agreement is not a Business Day (Business Day being a day on which national
banks are open for business where the actor or payor is located), then such
action or payment shall be taken or made on the next succeeding Business
Day.

     

    
                                                                                                 F-1

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
1.05 Use of titles, headings and
captions.  The titles, headings and captions of articles,
sections, paragraphs and other subdivisions contained herein are for the purpose
of convenience only and are not intended to define or limit the contents of said
articles, sections, paragraphs and other subdivisions

     

    Article
II

     

    COVENANTS

     

    Section
2.01 Restrictive
Covenant.  The Restricted Parties shall not enter into or
engage in the transportation of refrigerated, frozen, or dried goods for third
parties (the “Protected Business”) in competition with the business of Triple C,
either as an individual on his/her own account, or as a partner, joint venturer,
employee, agent, or consultant for any person, or as a director, officer or
stockholder of a corporation or other enterprise, or otherwise, in the United
States during the term of and for a period of one year after the date of a
Restricted Party’s termination of employment by PGRA or Triple C (the "Restricted
Period").  However, the Restricted Parties shall not be
prohibited from passively owning, in the aggregate as Restricted Parties,
twenty-five percent (25%) or less of the outstanding securities of any entity
participating in the Protected Business, provided the Restricted Parties do not
provide any service, or have any other relationship, with such entity other than
as a passive investor.  The parties acknowledge that even though the
Restricted Parties have been engaged as the founders, owners and employees of
Triple C, the Restricted Parties (a) believe they will be able to engage in a
livelihood apart from the activities which are prohibited by this Agreement
during the specified period, (b) the value and expected future value of the
consideration received under the Stock Purchase Agreement is sufficient
compensation for the agreements hereunder for the duration of this Agreement and
(c) the value and expected future value of the consideration received under the
Stock Purchase Agreement is expected to be sufficient to provide for his
personal needs of the Restricted Parties for the duration of this
Agreement.

     

    Section
2.02 Enforcement.  It
is agreed by the parties that this covenant on the part of the Restricted
Parties may be enforced against the Restricted Parties (a party engaged in the
breach being the “Breaching Party”), by
injunction, without requirement imposed by the Court for posting bond which the
Restricted Parties hereby specifically and knowingly waives, as well as by all
other legal remedies available to the Benefited Parties.  It is agreed
by the parties that if any portion of this covenant not to compete is held to be
unreasonable, arbitrary or against public policy, the covenant herein shall be
considered divisible both as to time and geographical area so that a lesser
period or geographical area shall remain effective so long as the court
determines the same is not unreasonable, arbitrary, or against public
policy.  The existence of any claim or cause of action of the
Restricted Parties against the Benefited Parties, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Benefited Parties of this covenant.

     

    Section
2.03 Confidentiality;
Non-Solicitation.

     

    (a) The
Restricted Parties agree not to disclose to any person or use for their own
account or for the benefit of any third party any confidential information or
make available to others any documents, files or other papers concerning the
Protected Business or financial performance of the Protected Business, whether
or not such information is embodied in writing or other physical form, without
the Benefited Parties' written consent, unless and to the extent that the
confidential information is or becomes generally known to and available for use
by the public other than as a result of the Restricted Parties' fault or the
fault of any other person bound by a duty of confidentiality to the Benefited
Parties.  Notwithstanding the foregoing, the Restricted Parties shall
be permitted to disclose confidential information in the defense or assertion of
a claim under the Stock Purchase Agreement provided that the Restricted Parties
take commercially reasonable steps to minimize the extent of the disclosure and
to ensure that all information that is so disclosed will be accorded
confidential treatment by the recipient.  Disclosure in the defense of
a claim or the assertion of a claim consistent with the foregoing shall not
constitute a breach of this Agreement.

     

    (b) The
Restricted Parties covenant and agree that, during the Restricted Period, the
Restricted Parties shall not, without the prior written consent of the Benefited
Parties, directly or indirectly, individually or on behalf of or through any
person, solicit or divert or attempt to solicit or divert, any customer or
supplier from doing business with the Benefited Parties.

     

    
                                                                                                F-2



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    Section
2.04 Release and
termination.  In the event the Benefited Parties permanently
cease conducting the Protected Business, the Restricted Parties shall be
released from this Agreement and this Agreement shall terminate.

     

    Article
III

     

    CONSIDERATION FOR
COVENANTS

     

    Section
3.01 Consideration.  Fifty
thousand shares of common stock of the PGRA delivered in connection with PGRA’s
purchase of Triple C specifically and PGRA’s purchase of Triple C from the
Restricted Parties in general shall be deemed sufficient consideration for this
Agreement, all the parties acknowledging that PGRA would not have acquired all
the equity securities of Triple C without the Restricted Parties entering into
this Agreement.

     

    Article
IV

     

    MISCELLANEOUS

     

    Section
4.01 Effective
date.  The effective date of this Agreement shall for all
purposes be the date set forth in first paragraph hereof notwithstanding a later
actual date of execution by any individual party.

     

    Section
4.02 Entire
agreement.  This writing constitutes the entire agreement of
the parties with respect to the subject matter hereof, superseding all prior
agreements, understandings, representations and warranties, except for the Stock
Purchase Agreement.

     

    Section
4.03 Waivers.  No
waiver of any provision, requirement, obligation, condition, breach or default
hereunder, or consent to any departure from the provisions hereof, shall be
considered valid unless in writing and signed by the party giving such waiver,
and no such waiver shall be deemed a waiver of any subsequent breach or default
of the same or similar nature.

     

    Section
4.04 Amendments.  This
Agreement may not be modified, amended or terminated except by a written
agreement specifically referring to this Agreement signed by all of the parties
hereto and amendment, modification or alteration of, addition to or termination
of this Agreement or any provision of this Agreement shall not be effective
unless it is made in writing and signed by the parties.

     

    Section
4.05 Construction.  This
Agreement has been negotiated by the parties, section by section, and no
provision hereof shall be construed more strictly against one party than against
the other party by reason of such party having drafted such
provision.  The order in which the provisions of this Agreement appear
are solely for convenience of organization; and later appearing provisions shall
not be construed to control earlier appearing provisions.

     

    Section
4.06 Invalidity.  It
is the intent of the parties that each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable
law.  If any provision hereof shall be prohibited, invalid, illegal or
unenforceable, in any respect, under applicable law, such provision shall be
ineffective to the extent of such prohibition, invalidity or non enforceability
only, without invalidating the remainder of such provision or the remaining
provisions of this Agreement; and, there shall be substituted in place of such
prohibited, invalid, illegal or unenforceable provision a provision which nearly
as practicable carries out the intent of the parties with respect thereto and
which is not prohibited and is valid, legal and enforceable.

     

    Section
4.07 Multiple
counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be an original and, taken together, shall be
deemed one and the same instrument.

     

    
                                                                                                 F-3

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
4.08 Assignment, parties and
binding effect.  This Agreement, and the duties and obligations
of any party shall not be assigned without the prior written consent of the
other party(ies).  This Agreement shall benefit solely the named
parties and no other person shall claim, directly or indirectly, benefit
hereunder, express or implied, as a third-party beneficiary, or
otherwise.  Wherever in this Agreement a party is named or referred
to, the successors (including heirs and personal representative of individual
parties) and permitted assigns of such party shall be deemed to be included, and
all agreements, promises, covenants and stipulations in this Agreement shall be
binding upon and inure to the benefit of their respective successors and
permitted assigns.

     

    Section
4.09 Arbitration.  Unless
a court of competent jurisdiction shall find that a particular dispute or
controversy cannot, as a matter of law, be the subject of arbitration, any
dispute or controversy arising hereunder, other than suit for injunctive relief
which can be granted only by a court of competent jurisdiction, shall be settled
by binding arbitration in Hall County, Nebraska by a panel of three arbitrators
in accordance with the rules of the American Arbitration Association; provided,
that the rules of discovery of Circuit Court in and for Hall County, Nebraska
with jurisdiction of the situs of the arbitration shall apply and requests for
discovery in accordance therewith shall be enforceable upon application to such
court.  Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.  The parties may
pursue all other remedies with respect to any claim that is not subject to
arbitration.

     

    Section
4.10 Jurisdiction and
venue.  Any action or proceeding for enforcement of this
Agreement and the instruments and documents executed and delivered in connection
herewith which is determined by a court of competent jurisdiction not, as a
matter of law, to be subject to arbitration as provided in Section 4.09 or which
seeks injunctive relief shall be brought and enforced in the courts of the State
of Nebraska in and for Hall County, Nebraska, and the parties irrevocably submit
to the jurisdiction of each such court in respect of any such action or
proceeding.

     

    Section
4.11 Applicable
law.  This Agreement and all amendments thereof shall be
governed by and construed in accordance with the law of the State of Nebraska
applicable to contracts made and to be performed therein (not including the
choice of law rules thereof).

     

    IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, the day and year first above
written.

     

    [Corporate
Seal]                                           Attest:                              PlanGraphics,
Inc.

    


    ____________________________             By:   ______________________________                                                             

    Jackson
L. Morris,
Secretary                                                                         Paul
A. Henley, President

    


      Triple C Transport,
Inc.

    


       By:_______________________________

    ______________,
Secretary                                                                      ________________________,
President

    


    


    


    


                      
Restricted Parties:

     

     

                      
_____________________________

                      
Craig White

    
 

    
         
______________________________   

                     
Vonnie White

    


     

    
                                                                                              F-4

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
G

    PAYMENT
GUARANTY

    


    PlanGraphics,
Inc. (the “Guarantor”) hereby guarantees payment to Craig Carrier Corp, LLC (the
“Company”) under any lease agreement for the lease of trucking equipment now
existing or hereafter entered into among the Company and Guarantor's subsidiary
Triple C Transport, Inc. ("Triple C").

    


    The
Company shall not be required to proceed or collect against Triple C or enforce
any other remedy before proceeding against the Guarantor under this
Guaranty.  The Guarantor waives any claim or other right which the
Guarantor might now have or hereafter acquire against Craig White and Vonnie
White who may be primarily or contingently liable on the obligations guaranteed
hereby or that arises from the existence or performance of the Guarantor’s
obligations under this Guaranty.

    


    The
Guarantor waives notice of acceptance hereof and all other notices or demands of
any kind to which the Guarantor may be entitled and agrees that the Company may,
without affecting Guarantor’s liability under this Guaranty, compromise or
release, in terms satisfactory to the Company or by operation of law or
otherwise, any rights or claims against Triple C or grant extensions of time for
payment from Triple C.

    


    The
liability of the Guarantor hereunder is direct and unconditional.  The
Guarantor acknowledges that: (a) the Company has relied on this Guaranty in
agreeing to lease the trucking equipment to Triple C and (b) it is to the
Guarantor’s benefit that the Company lease the trucking equipment to Triple
C.

    


    This
Guaranty is a continuing guaranty and shall bind the successors and assigns of
the Guarantor, and may be enforced by or for the benefit of any assignee or
successor of the Company.  For purposes of this Guaranty, the term
“Triple C” shall be deemed to include any entity which is a successor to Triple
C as a result of a merger or consolidation or any entity which acquires
substantially all of the assets of Triple C.

    


    This
Guaranty constitutes the entire agreement between the Guarantor and the
Company.  There are no oral or written representations not contained
herein which shall in any way affect this Guaranty.  This Guaranty may
only be modified in a writing executed by both the Guarantor and the
Company.

    


    This
Guaranty shall be governed by the laws of the State of Nebraska, without regard
to conflicts of law principles.

    


    


    [signature
page follows]

    


    
       

                                                                                               G-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    IN
WITNESS WHEREOF, this Guaranty has been executed by an authorized officer of the
Guarantor as of this _____ day of ________________, 2010.

    


    


    PLANGRAPHICS
INC.

    


    


    By:____________________________

    Name:

    Title:

    


    


    


    Acknowledged
by:

    


    


    CRAIG
CARRIER CORP., LLC.

    


    


    By:____________________________

    Name:

    Title:

    


    


    


    
                                                                                               G-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
H

    PAYMENT
GUARANTY

    


    PlanGraphics,
Inc. (the “Guarantor”) hereby guarantees payment to White Farms Trucking, Inc.
(the “Company”) under any lease agreement for the lease of trucking equipment
now existing or hereafter entered into among the Company and Guarantor's
subsidiary Triple C Transport, Inc. ("Triple C").

    


    The
Company shall not be required to proceed or collect against Triple C or enforce
any other remedy before proceeding against the Guarantor under this
Guaranty.  The Guarantor waives any claim or other right which the
Guarantor might now have or hereafter acquire against Craig White and Vonnie
White who may be primarily or contingently liable on the obligations guaranteed
hereby or that arises from the existence or performance of the Guarantor’s
obligations under this Guaranty.

    


    The
Guarantor waives notice of acceptance hereof and all other notices or demands of
any kind to which the Guarantor may be entitled and agrees that the Company may,
without affecting Guarantor’s liability under this Guaranty, compromise or
release, in terms satisfactory to the Company or by operation of law or
otherwise, any rights or claims against Triple C or grant extensions of time for
payment from Triple C.

    


    The
liability of the Guarantor hereunder is direct and unconditional.  The
Guarantor acknowledges that: (a) the Company has relied on this Guaranty in
agreeing to lease the trucking equipment to Triple C and (b) it is to the
Guarantor’s benefit that the Company lease the trucking equipment to Triple
C.

    


    This
Guaranty is a continuing guaranty and shall bind the successors and assigns of
the Guarantor, and may be enforced by or for the benefit of any assignee or
successor of the Company.  For purposes of this Guaranty, the term
“Triple C” shall be deemed to include any entity which is a successor to Triple
C as a result of a merger or consolidation or any entity which acquires
substantially all of the assets of Triple C.

    


    This
Guaranty constitutes the entire agreement between the Guarantor and the
Company.  There are no oral or written representations not contained
herein which shall in any way affect this Guaranty.  This Guaranty may
only be modified in a writing executed by both the Guarantor and the
Company.

    


    This
Guaranty shall be governed by the laws of the State of Nebraska, without regard
to conflicts of law principles.

    


    


    [signature
page follows]

     

    
                                                                                                 H-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    IN
WITNESS WHEREOF, this Guaranty has been executed by an authorized officer of the
Guarantor as of this _____ day of ________________, 2010.

    


    


    PLANGRAPHICS
INC.

    


    


    By:____________________________

    Name:

    Title:

    


    


    


    Acknowledged
by:

    


    


    WHITE
FARMS TRUCKING, INC.

    


    


    By:____________________________

    Name:

    Title:

    


    


    


    


                                                                                              H-2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    


    


    EXHIBIT
I

    


    VOTING
AGREEMENT

    


    THIS
VOTING AGREEMENT (the “Agreement”) is made and
entered into as of this ___ day of ___________, 2010, by and among PlanGraphics,
Inc., a Colorado corporation ("PGRA"), Craig White ("White"), and Triple C
Transport, Inc. (the "Company").  PGRA,
the Company, and White are individually referred to herein as “Party” and are collectively
referred to herein as the “Parties.”

     

    RECITALS:

     

    A.           Concurrently
with the execution of this agreement, PGRA, White, and the Company are entering
into a Stock Purchase Agreement (the “Stock Purchase Agreement”) providing
for, among other consideration, an exchange of the Company's and PGRA's shares
of common stock, and, in connection with that agreement, the Parties desire to
appoint White to the board of directors of the Company (the “Board”) in accordance with the
terms of this Agreement.

     

    B.           The
Bylaws of the Company (the “Bylaws”) provide that the
holders of record of the Company's $1.00 par value common stock (“Common Stock”) shall be
entitled to elect the directors of the Company.

     

    AGREEMENT:

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual promises contained
herein, the Parties agree as follows:

     

    1. Voting
Agreement.

     

    PGRA
agrees to vote all of its shares of voting securities in the Company, whether
now owned or hereafter acquired or which may be empowered to vote (together the
“Shares”), from time to
time and at all times, in whatever manner shall be necessary to ensure that at
each annual or special meeting of stockholders at which an election of directors
is held or pursuant to any written consent of the stockholders, White is elected
to the Board.

     

    2. Term

     

    This
Agreement shall be effective as of the date hereof and shall continue in effect
until and shall terminate upon the earlier to occur of (a) three years from the
date of this Agreement or (b) the termination of White's employment with the
Company.

     

    3. Specific
Enforcement

     

    Each
Party acknowledges and agrees that White will be irreparably damaged in the
event any of the provisions of this Agreement are not performed by the Parties
in accordance with their specific terms or are otherwise
breached.  Accordingly, it is agreed that White shall be entitled to
an injunction to prevent breaches of this Agreement and to specific enforcement
of this Agreement and its terms and provisions in any action instituted in any
court of the United States or any state having subject matter jurisdiction, in
addition to any other remedy to which the Parties may be entitled at law or in
equity.  Each of the Parties to this Agreement hereby consents to
personal jurisdiction in any such action brought in the United States District
Court for the District of Nebraska or in any court of the State of Nebraska
having subject matter jurisdiction.

     

    4. Miscellaneous

     

    (a) Transfers, Successors and
Assigns

     

    (i) The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the Parties.  Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the Parties or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

     

    
                                                                                                I-1

    

                                                                                    

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    
       

    

    (ii) Each
transferee or assignee of the Shares subject to this Agreement shall continue to
be subject to the terms hereof, and, as a condition to the Company recognizing
such transfer, each transferee or assignee shall agree in writing to be subject
to each of the terms of this Agreement by executing and delivering an Adoption
Agreement substantially in the form attached hereto as Exhibit
A.  Upon the execution and delivery of an Adoption Agreement by
any transferee, such transferee shall be deemed to be a Party hereto as if such
transferee’s signature appeared on the signature pages of this
Agreement.  By execution of this Agreement or of any Adoption
Agreement, each of the Parties appoints the Company as its attorney in fact for
the purpose of executing any Adoption Agreement that may be required to be
delivered under the terms of this Agreement.  The Company shall not
permit the transfer of the Shares subject to this Agreement on its books or
issue a new certificate representing any such Shares unless and until such
transferee shall have complied with the terms of this Section
4(a).  Each certificate representing the Shares subject to this
Agreement if issued on or after the date of this Agreement shall be endorsed by
the Company with the legend set forth in Section
4(j).  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the Parties or their respective
executors, administrators, heirs, successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

     

    (iii) The
Company agrees, during the term of this Agreement, that it will not issue any
additional shares of capital stock to any person (other than PGRA) during the
term of this Agreement in amounts such that PGRA does not have the power to
elect White to the Board in accordance with the Bylaws unless such person agrees
to vote its shares in accordance with Section 1 of the Agreement.

     

    (b) Governing
Law

     

    (c)  Any
action or proceeding for enforcement of this Agreement and the instruments and
documents executed and delivered in connection herewith which is determined by a
court of competent jurisdiction not, as a matter of law, which seeks injunctive
relief shall be brought and enforced in the courts of the State of Nebraska in
and for Hall County, Nebraska, and the parties irrevocably submit to the
jurisdiction of each such court in respect of any such action or
proceeding.

     

    (c)Counterparts

     

    This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  This Agreement may also be executed and delivered by
facsimile signature and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    (d) Titles and
Subtitles

     

    The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

     

    (e) Notices

     

    All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given:  (a) upon
personal delivery to the Party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five (5)
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All communications shall be sent to the
respective Parties at their address as set forth on the signature page, or to
such email address, facsimile number or address as subsequently modified by
written notice given in accordance with this Section
4(e).

     

    (f) Amendment

     

    This
Agreement may be amended or modified and the observance of any term hereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively) only by a written instrument executed by the
Parties.

     

    (g) Severability

     

    The
invalidity of unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.

    
       

                                                                                                 I-2

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h) Delays or
Omissions

     

    No delay
or omission to exercise any right, power or remedy accruing to any party under
this Agreement, upon any breach or default of any other party under this
Agreement, shall impair any such right, power or remedy of such non-breaching or
non-defaulting party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver, permit, consent or approval of any
kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing.  All remedies,
either under this Agreement or by law or otherwise afforded to any party, shall
be cumulative and not alternative.

     

    (i) Entire
Agreement

     

    This
Agreement constitutes the full and entire understanding and agreement between
the parties with respect to the subject matter hereof, and any other written or
oral agreement relating to the subject matter hereof existing between the
parties are expressly canceled.

     

    (j) Legend on Share
Certificates

     

    Each
certificate representing any Shares shall be endorsed by PGRA with a legend
reading substantially as follows:

     

    “THE
SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY
BE OBTAINED UPON WRITTEN REQUEST FROM THE CORPORATION AND BY ACCEPTING ANY
INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO
AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT,
INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH
THEREIN.”

     

    (k) Stock Splits, Stock
Dividends, etc

     

    In the
event of any issuance of voting securities hereafter (including, without
limitation, in connection with any stock split, stock dividend,
recapitalization, reorganization, or the like), such shares shall become subject
to this Agreement and shall be endorsed with the legend set forth in Section
4(j).

     

    (l) Covenants of PGRA

     

    PGRA
agrees to use its best efforts to ensure that the rights granted under this
Agreement are effective and that the Parties enjoy the benefits of this
Agreement.  Such actions include, without limitation, the use of
PGRA's best efforts to cause the nomination and election of White as
director.  PGRA will not, by any voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be performed
hereunder by PGRA, but will at all times in good faith assist in the carrying
out of all of the provisions of this Agreement.

     

    (m) Costs of
Enforcement

     

    If any
Party to this Agreement seeks to enforce its rights under this Agreement by
legal proceedings, the non-prevailing Party shall pay all costs and expenses
incurred by the prevailing Party, including, without limitation, all reasonable
attorneys’ fees.

     

    [Remainder
of Page Intentionally Left Blank]

     

    
                                                                                                 I-3

    

    


    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the Parties have executed this Voting Agreement as of the date
first above written.

     

    


    PGRA:

    


    By: ________________________________                                                               

    Name:______________________________

    Title:_______________________________

    


    Address:

    


    Fax:

    


    


    CRAIG
WHITE:

    


    


    Name:______________________________

    


    Address:

    


    Fax:

    


    


    THE COMPANY

    


    By: ________________________________                                                               

    Name:______________________________

    Title:_______________________________

    


    Address:

    


    Fax:

     
 

    


    


    


    


    


    


    


    


    


    


    SIGNATURE
PAGE TO VOTING AGREEMENT


    
      
        
          
                                                                                                   I-4

          

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ADOPTION
AGREEMENT

     

    This
Adoption Agreement (“Adoption
Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the
terms of that certain Voting Agreement dated as of _____ __, 2010 (the “Agreement”) by and among
PlanGraphics, Inc., a Colorado corporation ("PGRA"), Craig White ("White"), and Triple C
Transport, Inc. (the "Company").  Capitalized
terms used but not defined in this Adoption Agreement shall have the respective
meanings ascribed to such terms in the Agreement.  By the execution of
this Adoption Agreement, the Transferee agrees as follows:

     

    1.1           Acknowledgement.  Transferee
acknowledges that Transferee is acquiring certain shares of the capital stock of
the Company (the “Stock”), subject to the terms
and conditions of the Agreement.

     

    1.2           Agreement.  Transferee
(i) agrees that the Stock acquired by Transferee shall be bound by and subject
to the terms of the Agreement, and (ii) hereby adopts the Agreement with the
same force and effect as if Transferee were originally a Party
thereto.

     

    1.3           Notice.  Any
notice required or permitted by the Agreement shall be given to Transferee at
the address listed beside Transferee’s signature below.

     

    EXECUTED
AND DATED this [__] day of [________ __, 20__].

     

    TRANSFEREE

    


    


    


    By:  __________________________                                                                       

             Name
and Title

    


    Address: ______________________                                                                        

    Fax: __________________________                                                                        

    


    


    


    
                                                                                                 I-5


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
J

    CLOSING
MEMORANDUM

    


    The
undersigned parties to that certain Stock Purchase Agreement dated
_____________, (“Agreement”) do hereby certify one to the other
that;

     

    
      	
              (1)  

            	
              The
      Closing of the Agreement was completed, as contemplated by the Agreement,
      on, at ____ o’clock
      __.m.

            


    

     

    
      	
              (2)  

            	
              All
      conditions to each of the parties Closing the Agreement have been
      satisfied and, to the extent not specifically satisfied, have been waived
      by the party entitled to waive the conditions; except, the following
      conditions, if any, are waived only for the purpose of Closing of the
      transaction contemplated by the Agreement, and are required to be
      satisfied after the Closing by the party required to satisfy such
      condition:

            


    

     

    


    
      	
              (3)  

            	
              Capitalized
      terms herein have the meaning assigned to them in the Stock Purchase
      Agreement.

            


    

     

    For the
purposes herein set forth, the parties have executed this Memorandum at the date
and time written above.

     

    [Corporate
Seal]                                Attest:                                PlanGraphics,
Inc.

    


    _____________________________                                      By:
____________________________                                                                

    Jackson
L. Morris,
Secretary                                                              Paul
A. Henley, President

    


              Triple
C Transport, Inc.

    


    _____________________________                                       By:____________________________
__________________
, Secretary                
   ____________________, President

    


             
Triple C Stockholders:

     

                                      
________________________________

             
Craig White

     

             
________________________________

             
Vonnie White

     

     

    
                                                                                                 J-1

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    SCHEDULE 4.01 -- SECTION D
(UNLICENSED VEHICLES)

    


    None.

     

     

     

     

    
                                                                                                 SCH4.01(D)


    


    
      
        
          
 

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 4.01 -- SECTION M
(EXISTING LIENS AND ENCUMBRANCES)

    


    1.      
      Marquette Transportation Finance,
Inc.

    West 82nd
Street, Suite 150

    Bloomington, MN 55431

    


    Marquette Transportation Finance, Inc.
("Marquette") finances Triple C Transport, LLC (the "Borrower") and funds are
provided based on 90% of the invoices.  This lender will not finance
Triple C Transport, Inc.  The Borrower granted a security interest to
Marquette in all of Borrower's present and future accounts, other accounts,
chattel paper, instruments, payment intangibles, general intangibles, other
documents, and all assets including, without limitation, records, inventory,
equipment of every kind and description (other than rolling stock consisting of
titled tractors and trailers of the Borrower), furniture and fixtures, deposit
accounts, money, investment property, letters of credit, notes, tax refunds and
insurance proceeds, and all proceeds of the above.


    


    2.      
      TCI Business Capital, Inc.

    12270 Nicollet Ave South

    Burnsville, MN 55337

    


    TCI
Business Capital, Inc. ("TCI") will finance Triple C Transport, Inc. upon the
merger between the Borrower and Triple C Transport, Inc.  The
financing terms of the agreement between Triple C Transport, Inc. and TCI will
be included in an update of this Schedule 4.01 -- Section M as soon as
available.

     

     

                                                                                               SCH4.01(M)


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 4.1 -- SECTION O
(LEGAL CLAIMS)

    


    None.

    


     

     

                                                                                              SCH4.01(O)


    
 

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    INDEX TO
DISCLOSURE SCHEDULES & EXHIBITS

    STOCK
PURCHASE AGREEMENT

    AMONG
PLANGRAPHICS, INC., TRIPLE C AND THE TRIPLE C STOCKHOLDERS, IDENTIFIED
THEREIN

    DATED
__________, 2010

    


    Exhibit
A                                           Officers'
Certificate

    Exhibit
B                                           Secretary's
Certificate

    Exhibit
C                                           Craig
White Employment Agreement

    Exhibit
D                                           Vonnie
White Employment Agreement

    Exhibit
E                                           Treatment
of Confidential Information

    Exhibit
F                                           Non-Compete
Agreement

    Exhibit
G                                           Corporate
Guaranty of Lease Between Craig Carrier and Triple C

    Exhibit
H                                           Corporate
Guaranty of Lease Between White Farms and Triple C

    Exhibit
I                                             Shareholder
Agreement Between PGRA and Craig White

    Exhibit
J                                             Closing
Memorandum

    


    THE
DISCLOSURE SCHEDULES WILL BE PROVIDE SUBSEQUENT TO THE EXECUTION OF THE STOCK
PURCHASE AGREEMENT AND PRIOR TO CLOSING

     

    


    Schedule
1                                           

    Schedule
2                                           Exceptions
to warranties and representations in §4.01

    Schedule
3                                           Exceptions
to warranties and representations in §4.02

    Schedule
4.1(d)                                   Unlicensed
Vehicles

    Schedule
4.1(m)                                   Existing
Liens and Encumbrances

    Schedule
4.1(o)                         
         Legal Claims

    Schedule
5

    Schedule
6

    Schedule
7