EXHIBIT 10.5

GRAPHIC OMITTED]           TRUCK LEASE AND SERVICE AGREEMENT



 THIS AGREEMENT is dated as of 1st day of October, 2004 by and between RYDER
 TRUCK RENTAL, INC. D/B/A RYDER TRANSPORTATION SERVICES, whose address is 3901
 White Tire Road, Landover, MD 20785 ("Ryder") and CHESAPEAKE LOGISTICS LLC,
 whose address is 5304 SUNNYSIDE AVE, BELTSVILLE, MD 20705 ("You/Yours").


1.   EQUIPMENT COVERED AND TERM.

     A.   AGREEMENT AND SCHEDULE A(S). Ryder agrees to lease to you and you
          agree to lease from Ryder the vehicles listed on Schedule A(s) (the
          "Vehicle(s)"). Each Schedule A is a part of this Agreement and
          contains additional terms and conditions. When you sign a Schedule A,
          you authorize Ryder to obtain the Vehicle(s) and you agree to take
          delivery of each. Failure to take delivery of a Vehicle for any reason
          is a material breach of this Agreement.

     B.   LEASE TERM. The lease term for each Vehicle begins when Ryder tenders
          that Vehicle to you and lasts for the period specified on its Schedule
          A unless the lease term is terminated earlier as permitted herein. If
          you operate any Vehicle after its lease term has ended, the terms of
          this Agreement will apply to the hold-over lease, but Ryder will have
          the right to terminate the hold-over lease upon 7 days notice.

     C.   VEHICLE SPECIFICATIONS, ALTERATIONS, AND EQUIPMENT. When you place a
          Vehicle in service, you acknowledge that it conforms to the Vehicle
          specifications and is in good working order. You agree not to alter
          the structure of any Vehicle without Ryder's written consent. You
          agree to pay for all structural alterations, special equipment, and
          all changes in painting, lettering, and art work that you make or
          request Ryder to make after you sign the Schedule A. If a law or
          regulation changes, after you sign a Schedule A, that requires Ryder
          to install new or additional equipment on the Vehicle or to otherwise
          alter the Vehicle, Ryder will perform the installation or alteration
          at your expense. If you use a Vehicle while it is connected to a
          trailer or other equipment that Ryder does not lease to you or
          maintain for you, you agree to keep that trailer and equipment in good
          operating condition.

2.   SERVICES THAT RYDER PROVIDES.

     A.   MAINTENANCE AND REPAIRS TO VEHICLES. For each Vehicle, Ryder will
          provide lubricants, tires, tubes, and all other operating supplies,
          perform all maintenance and repairs, and supply all labor and parts
          required to keep the Vehicle in service.

          (1)  Maintenance and Repair Schedule. You agree to return each Vehicle
               to Ryder at the maintenance facility listed on Schedule A (the
               "Maintenance Facility") for at least 8 hours per month for
               preventive maintenance at mutually agreeable times. You agree to
               notify Ryder immediately when any repairs are necessary and
               return the Vehicle to the Maintenance Facility for performance of
               those repairs.

          (2)  Repairs Performed by Third Parties. Only Ryder and parties
               expressly authorized by Ryder may repair, maintain, or adjust a
               Vehicle. You agree not to have a third party repair or make
               adjustments to a Vehicle, without Ryder's consent. Ryder will
               only pay for properly authorized and documented repairs.

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     B.   SUBSTITUTE VEHICLES. Except as described in this Paragraph 2B, if a
          mechanical failure renders a Vehicle temporarily inoperable, Ryder
          agrees to supply you with a vehicle, as nearly as practicable the same
          size as the inoperable Vehicle, (a "Substitute Vehicle"), at no extra
          cost except for mileage, fuel, and other variable charges. Ryder
          agrees to provide the Substitute Vehicle where the Vehicle was
          disabled and you agree to return it to the facility that provided it.
          All Substitute Vehicles will be governed by the terms of this
          Agreement. Ryder will not furnish a Substitute Vehicle for any Vehicle
          that is out of service: (i) for preventive maintenance; (ii) due to
          driver abuse; (iii) for repair of Physical Damage resulting from any
          cause, including fire, collision, upset, vandalism or an Act of God;
          (iv) due to your violation this Agreement; or (v) for repair or
          maintenance of special equipment that Ryder is not responsible for
          maintaining. Ryder will not furnish a Substitute Vehicle for any
          Vehicle that is lost or stolen or for any specialized Vehicle.

     C.   EMERGENCY ROAD SERVICE. Ryder agrees to provide road service for
          mechanical or tire failure (unless it results from an accident, driver
          abuse or a violation of this Agreement). Where Ryder is not
          responsible for road service, Ryder will coordinate road service for
          you at your expense.

     D.   SAFETY PROGRAM. At your request, Ryder will provide you with its
          then-current standard safety program.

     E.   ADDITIONAL SERVICES. Ryder will provide additional services as listed
          on Schedule A.

     F.   ADDITIONAL REPAIRS. Regardless of any other provision of this
          Agreement, you agree to pay for all damage, repairs, maintenance, and
          related expenses resulting from your operation of a Vehicle in
          violation of this Agreement. Any such repairs or maintenance performed
          by Ryder and all Vehicle washes in excess of the amount on Schedule A
          shall be at Ryder's retail sales and service rates (including
          overtime).

3.   FUEL. When Ryder is designated on Schedule A, Ryder will provide fuel for
     each Vehicle from a Ryder or Ryder-designated facility. Ryder's charge for
     fuel it provides will vary over time. Fuel charges are incidental and are
     billed in addition to all other lease charges. If your account is past-due,
     Ryder may elect to stop providing fuel to you. You will be responsible for
     the cost of fuel you obtain from other sources and cannot charge these
     costs to your Ryder account.

4.   VEHICLE OPERATING CREDENTIALS AND TAXES.

     A.   LICENSING AND TAXES. Where it is legal to do so, Ryder will apply and
          pay for the following (up to the allowance for each item on Schedule
          A): (i) state motor vehicle license and registration in the state of
          domicile (for the licensed weight shown on Schedule A); (ii) personal
          property taxes (in the state of domicile); and (iii) Federal Heavy
          Vehicle Use Taxes. You agree to provide Ryder with all documentation
          required for vehicle licensing (including trip records) on a weekly
          basis. If you fail to provide Ryder with timely and accurate
          information, you agree to reimburse Ryder for any resulting charges,
          penalties, or expenses. You will pay to Ryder all charges incurred by
          Ryder in states other than the state of domicile for any of the items
          listed in Paragraph 4. Also, Ryder shall have the right upon 30 days
          prior notice, to stop applying for vehicle licenses and to remove any
          existing vehicle licenses issued to Ryder.


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     B.   FUEL TAX. When designated on a Schedule A, and where it is legal to do
          so, Ryder will: (i) apply and pay for (up to the allowance on Schedule
          A for F fuel tax permits) IFTA fuel tax permits and highway
          use/mileage tax permits for each Vehicle; (ii) prepare and file IFTA
          fuel tax and highway use/mileage tax returns; and (iii) pay fuel taxes
          and highway use/mileage taxes imposed on the operation of the
          Vehicles, on the following terms:

          (1)  Required Documentation. You must provide Ryder with all necessary
               documentation (including trip records and fuel tickets) on a
               weekly basis. If you fail to provide Ryder with timely, accurate
               and complete information, you agree to: (i) reimburse Ryder for
               any charges, penalties, expenses, or disallowed credits; (ii) pay
               Ryder an amount equal to the estimated taxes computed on a per
               mile basis and (iii) pay Ryder a surcharge of $.20 for each mile
               that you fail to properly report. In addition, Ryder shall have
               the right, upon 30 days notice, to stop providing the services
               described in this Paragraph 4B and you shall be responsible for
               these obligations as if you were designated on Schedule A to
               provide them.

          (2)  Reimbursement of Fuel, Highway Use and Mileage Taxes. You will
               reimburse Ryder for all fuel, highway use and mileage taxes paid
               by Ryder on your behalf, including, but not limited to, all
               additional fuel taxes resulting from your consumption of fuel in
               a state other than the state in which the fuel was purchased and
               all taxes that may become due based on the documents you provide.

          (3)  If you provide IFTA fuel tax reporting. You agree to defend,
               release, indemnify, and hold Ryder harmless for all Damages and
               Defense Costs resulting from your failure to properly obtain IFTA
               fuel or highway use/mileage tax permits, file IFTA fuel or
               highway use/mileage tax returns or pay IFTA fuel or highway
               use/mileage taxes.

     C.   ALLOWANCES. If the cost of any of the items listed in Paragraphs 4A
          and 4B exceeds the annual allowance listed on Schedule A (for any
          reason including increase or change in the method of assessment), then
          you agree to pay Ryder the excess. Ryder failure to bill or collect
          amounts in excess of the allowance in any year shall not be considered
          a waiver of its right to pursue those amounts. Any blank allowance
          line on a Schedule A shall be deemed to be a $0 annual allowance.

     D.   ALL OTHER TAXES. Unless otherwise specified in this Agreement, you
          agree to pay for all taxes, fees, special licenses and tolls (whether
          in effect now or imposed after the date of this Agreement) resulting
          from the use, operation or ownership of any Vehicle(s) or accruing on
          the lease, rental, or other charges under this Agreement. If your
          failure to pay any taxes, fees or tolls results in a claim or lien
          involving any Vehicle, then Ryder may settle the claim or lien, and
          you will promptly pay Ryder the full amount of such settlement.


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5.   OPERATION OF VEHICLES; DRIVERS.

     A.   OPERATION OF VEHICLES; DRIVERS. Each Vehicle shall be operated only in
          the ordinary course of business by properly licensed drivers that are:
          (i) at least 18 years old; and (ii) your employees or agents and
          subject to your exclusive direction and control. You will not operate
          any Vehicle: (i) in violation of any federal, state, or local rules,
          laws or regulations (including weight and size limits); (ii) in a
          reckless or abusive manner; or (iii) to transport Hazardous Materials
          (as defined in Paragraph 16C of this Agreement). Nor will you operate
          any Vehicle in violation of the manufacturer's recommendations, off an
          improved road, on a flat tire, with warning lights on, with gauges
          showing dangerous or excessive readings, or improperly loaded. You are
          not permitted to operate any Vehicle outside of the United States. You
          are not permitted to use any Vehicle to carry passengers, except as
          required in the ordinary course of your business. Regardless of any
          other provision of this Agreement, and even if Ryder is designated on
          Schedule A as responsible for Physical Damage, you will pay Ryder for
          all physical damage, repairs, maintenance and related expenses
          resulting from any violation of this Paragraph 5. Annually and upon
          Ryder's request, you agree to provide Ryder with a current driver
          roster in a form reasonably satisfactory to Ryder.

     B.   DRIVER REMOVAL. If a driver operates a Vehicle in violation of this
          Agreement, upon written notice from Ryder, you will immediately remove
          that driver as an operator of any Vehicle. If you fail to do so or are
          prevented from doing so by contract, then you agree to reimburse Ryder
          for any damage to any Vehicle that occurs while being driven by that
          driver, even if Ryder would otherwise be responsible for payment of
          Physical Damage, and to defend, release, indemnify, and hold Ryder
          harmless for all resulting Damages and Defense Costs.

6.   CHARGES AND PAYMENT.

     A.   PAYMENT TERMS. You will pay Ryder the full amount of its invoices
          within 10 days of the invoice date without deduction, setoff,
          recoupment or counterclaim. Each invoice will be conclusively deemed
          correct, unless you notify Ryder in writing of any error within 90
          days of the invoice date.

     B.   DEPOSIT. Upon execution of a Schedule A, you agree to pay Ryder a
          deposit equal to two months of fixed charges of the lease term for
          each Vehicle (the "Deposit"). You hereby grant to Ryder a security
          interest in, a general lien on, and a right of recoupment against the
          Deposit. In the event of any default under the Agreement, Ryder shall
          have the right, without further notice or demand or prejudice to any
          of Ryder's other rights or remedies, to immediately apply the Deposit
          against any amounts then due Ryder.

     C.   DETERMINATION OF MILEAGE AND REFRIGERATION CHARGES. Ryder will
          determine mileages for powered vehicles from odometer readings,
          mileage for trailers from hub odometer readings, and hours of
          operation of all refrigeration units from hour meter(s). If the
          odometer, hub odometer, or hour meter fails to function, you agree to
          immediately report that failure to Ryder. Ryder will determine mileage
          or the hours of operation for the period in which the failure existed
          from (1) your trip records or (2) the average amount of fuel consumed
          and the miles per gallon shown in Ryder's records for the previous 30
          days. If in any month you fail to provide Ryder with complete mileage
          or meter readings, then on the invoice for that month, Ryder will
          charge you for 1/l2th of the Estimated Annual Mileage (which estimate
          may be adjust on future invoices based on actual mileages).

     D. INVOICING FREQUENCY. "Monthly" Invoicing Frequency: Notwithstanding
 anythinHg in the Vehicle Lease to the contrary, at your request, Ryder will
 invoice you for charges under this Agreement monthly.

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7.   FINANCIAL REQUIREMENTS AND CONFIDENTIALITY.

     A.   FINANCIAL STATEMENTS. You agree to provide Ryder with fully disclosed,
          year-end financial statements for the most recent two years, including
          all major statements and footnotes and other financial information as
          Ryder may request from time to time.

     B.   CONFIDENTIALITY. You will maintain the confidentiality of the terms
          and rates in this Agreement and will not disclose them unless required
          by law.

8.   CPL.

     Once each year, on January 1st, Ryder may adjust your charges on each
     Vehicle to reflect changes in Ryder's costs. These adjustments will be
computed based on the percentage change in the CPI, Urban Wage Earners &
Clerical, All Cities (1967 base period) published by the U.S. Bureau of Labor
Statistics (or any successor index designated by Ryder) ("CPI") from the base
index listed on Schedule A (the "Base Index"). Ryder will round this percentage
change to the nearest one-tenth of one percent and will then adjust your charges
by an amount equal to this rounded percentage change in CPI multiplied by the
portion of the charges listed below:

     *75 % of the Fixed Charge Per Month (or Week) and 100 % of
     the Mileage Rate Per Mile

     *100 % of the Refrigerated Maintenance Rate Per Hour (for
     refrigeration equipment)
Adjustments will be based on the original charges listed on Schedule A and the
most recent CPI index figures at the time of adjustment.



 9. LIABILITY INSURANCE.

     A.   LIABILITY INSURANCE. The party designated on Schedule A (the "Insuring
          Party") agrees to furnish and maintain, at its sole cost, a policy of
          automobile liability insurance with limits specified on each Schedule
          A for death, bodily injury and property damage, covering both you and
          Ryder as insureds for the ownership, maintenance, use, and operation
          of each Vehicle ("Liability Insurance"). If you are the Insuring
          Party, the terms of the policy and the insurer must be acceptable to
          Ryder. The Liability Insurance must provide that its coverage is
          primary and not additional or excess coverage over insurance otherwise
          available to either party, and must include any and all statutory
          requirements of insurance imposed upon you and/or Ryder. In addition,
          the Liability Insurance must provide that it cannot be cancelled or
          materially altered without 30 days prior written notice to you and
          Ryder. The Insuring Party agrees to designate the other party as an
          additional insured on the Liability Insurance and to provide the other
          party with insurance certificates evidencing the required coverage.

     B.   WHERE RYDER PROVIDES INSURANCE COVERAGE. If Ryder is the Insuring
          Party, then this Agreement is subject to all of the terms and
          conditions of the Liability Insurance, which will exclude uninsured or
          underinsured motorist coverage, personal injury protection coverage,
          medical payment coverage, and/or supplementary no fault coverage. If
          any of these coverages cannot be rejected, waived, or excluded under
          the law of any applicable state, or if rejection, waiver, or exclusion
          is otherwise unenforceable, the coverage will only be provided to the
          extent and with the minimum limits required by the laws of that state.
          Upon 30 days notice, Ryder may review and adjust its rates for
          Liability Insurance or terminate the Liability Insurance. In the event
          Ryder terminates the Liability Insurance, you will furnish and
          maintain Liability Insurance in accordance with Paragraph 9A.

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     C.   FILING EVIDENCE OF LIABILITY INSURANCE. When Ryder is the Insuring
          Party, Ryder will, at your request and where required and legal, file
          evidence of the Liability Insurance and will provide certificates
          evidencing the Liability Insurance. You agree to defend, release,
          indemnify, and hold Ryder harmless for all Damages and Defense Costs
          arising out of or related to payment of losses by Ryder or Ryder's
          insurer based on any such filing made or certificates issued by Ryder
          or its insurer, where the loss would not have otherwise been paid
          except for such filing or certificate.

10.  INDEMNIFICATION.

     A. INDEMNIFICATION FOR DAMAGES AND DEFENSE COSTS: You agree to defend,
 release, indemnify and hold Ryder harmless for all Damages and Defense Costs:
 (1) in excess of or not covered by Liability Insurance (whether provided by you
 or Ryder) arising out of or related to the ownership, maintenance, use or
 operation of each Vehicle; (2) arising out of or related to death or injury to
 you, your drivers, employees, and agents caused by or related to the ownership,
 maintenance, use or operation of each Vehicle; (3) arising out of or related to
 your violation of this Agreement; or (4) arising out of your failure to procure
 and maintain Liability Insurance (where you are the Insuring Party).

     B. INDEMNIFICATION FOR TRANSPORTATION OF HAZARDOUS MATERIAL.
 Notwithstanding anything in this Agreement to the contrary and even if Ryder is
 designated on Schedule A as responsible for providing Liability Insurance, if
 you use any Vehicle to transport Hazardous Materials in violation of this
 Agreement, then you agree to defend, release, indemnify and hold Ryder harmless
 from and against all Damages and Defense Costs, arising out of or related to
 that transportation, regardless of cause, including, but not limited to your
 negligence, Ryder's negligence, any other failure on your part, or any failure
 on Ryder's part.

     C. REIMBURSEMENT FOR CLEAN-UP COSTS ASSOCIATED WITH FUEL SPILLS. If you are
 the Insuring Party and Ryder responds to any incident or accident which has
 resulted in an environmental spill or release from a Vehicle's fuel tank(s) or
 engine, you will pay for and/or reimburse Ryder for all costs and expenses
 incurred by Ryder, including but not limited to, the cost of emergency response
 contractors, environmental clean-up and disposal costs, fines and penalties.

11.  PHYSICAL DAMAGE.

     A.   PAYMENT OF PHYSICAL DAMAGE. The party designated on Schedule A (the
          "Responsible Party") will pay for all loss, theft or damage ("Physical
          Damage") to any Vehicle.

          (1)  When Ryder is Responsible. Ryder will pay for Physical Damage in
               excess of the deductible amount specified on Schedule A, except
               where the loss or damage results from (i) a violation of
               Paragraph 5; (ii) any willful damage to a Vehicle including, but
               not limited to, damage arising out of or in connection with any
               labor dispute that you are involved in; or (iii) theft by one of
               your agents or employees. Upon 30 days notice, Ryder may review
               and adjust its rates for Physical Damage or terminate Physical
               Damage coverage. If Ryder terminates Physical Damage coverage,
               you agree to be responsible for Physical Damage under the terms
               of Paragraph 11A(2).

          (2)  When You are Responsible. You agree to pay for all Physical
               Damage to any Vehicle, including related expenses, even if the
               Physical Damage results from Ryder's negligence or occurs on
               Ryder's premises. If any Vehicle is lost, stolen, or damaged
               beyond economic repair, then you agree to pay Ryder its purchase
               price as determined by Paragraph 13C. If any Physical Damage
               repairs are performed by Ryder, Ryder will charge you at retail
               sales and service rates (including overtime). Any Physical Damage
               repair work performed by an unapproved repair shop is subject to
               Ryder's approval and Ryder may rework any unsatisfactory repair
               at your expense. You agree to furnish Ryder with evidence of
               Physical Damage insurance coverage reasonably acceptable to Ryder
               naming Ryder as a named insured or endorsed as a loss payee.

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     B.   VEHICLE LOSS, THEFT OR DESTRUCTION. If a Vehicle is lost, stolen or in
          an accident, you agree to immediately notify Ryder and cause your
          driver to make a report to Ryder as soon as practicable. If a Vehicle
          is involved in a collision or accident, Ryder will decide within 30
          days of being notified whether that Vehicle is damaged beyond economic
          repair. If a lost or stolen Vehicle is still missing 30 days after you
          notify Ryder, or if a Vehicle is damaged beyond economic repair, then
          the lease on that Vehicle will terminate once you have paid Ryder all
          amounts owed under this Paragraph 11 and any other outstanding
          charges. You agree to also provide Ryder with copies of any reports
          that you have provided to your insurer or any governmental agency and
          assist Ryder and the insurer in the investigation, defense, or
          prosecution of any claims or suits. Regardless of who is the
          Responsible Party, you will pay for the loss of tools, tarpaulins,
          accessories, spare tires, or other similar items.

12.  CARGO LOSS OR DAMAGE. Ryder will not be liable for loss of or damage to any
     cargo, goods or property in, carried on, or towed by any Vehicle ("Cargo"),
     even if the loss or damage occurs on Ryder's premises or is caused by
     Ryder's negligence or any other failure on Ryder's part. You agree to
     defend, release, indemnify, and hold Ryder harmless for all Damages and
     Defense Costs arising out of or related to loss or damage to Cargo.


13.  TERMINATION.

     A.   ANNUAL TERMINATION RIGHTS. Either party may terminate the lease on any
          Vehicle on any annual anniversary of its Date of Delivery listed on
          Schedule A before its full lease term expires by giving the other
          party at least 60 days prior written notice. If Ryder terminates the
          lease on any Vehicle and you are not then in default, you will have
          the right, but not the obligation, to purchase that Vehicle on the
          date of termination, in accordance with Paragraph 13C, by giving Ryder
          at least 30 days prior notice. If you terminate the lease on any
          Vehicle, you will, at Ryder's option, purchase that Vehicle on its
          effective date of termination in accordance with Paragraph 13C.

     B.   EXPIRATION OF LEASE. Upon expiration of its lease term (or upon
          termination if you are not required to purchase the Vehicle), you
          agree to return each Vehicle to Ryder at the Maintenance Facility in
          good and working order without Physical Damage. If you have made any
          structural alteration to a Vehicle, you agree, at Ryder's option, to
          restore that Vehicle to its original condition before you return it to
          Ryder. You will have no right or obligation to purchase a Vehicle when
          its full lease term expires. Upon expiration of the lease term or
          termination for any reason, unless you purchase the Vehicle, you agree
          to pay Ryder the cost to de-identify each vehicle.

     C.   VEHICLE PURCHASES. If you are required or elect to purchase a Vehicle
          under this Agreement, the purchase price will be an amount equal to
          its Schedule A Value plus any sales or use taxes. On the purchase
          date, you will also pay Ryder any outstanding charges you owe. Your
          payment will be in cash or by certified cashier's check. Each Vehicle
          will be purchased "as is, where is" without any warranties. If you
          fail to purchase a Vehicle when required to do so, you will pay to
          Ryder the difference between the Vehicle's Schedule A Value and its
          wholesale value as of the date you were required to purchase the
          Vehicle.


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14.  BREACH OR DEFAULT.

     A.   BREACH OR DEFAULT

          (1)  Default Procedure. If you breach this Agreement, then Ryder may
               send you a notice of default. You will have 7 days from the date
               that Ryder sends you the notice to cure the default. If you fail
               to cure a default as required by this Paragraph 14A, then Ryder
               may, at its option, without prejudice to Ryder's other remedies
               under this Agreement, at law or in equity: (i) immediately
               repossess any or all Vehicles, Substitute Vehicles and rental
               vehicles wherever they may be located, without further demand or
               notice (unless required by law in the relevant jurisdiction);
               and/or (ii) terminate the Agreement as to any or all of the
               Vehicles and require you to purchase any and/or all terminated
               Vehicles within 10 days in accordance with Paragraph 13C.
               Repossession of the Vehicles will not automatically terminate the
               Agreement. You shall be liable for all charges that accrue during
               the period that Ryder retains the Vehicles.

          (2)  Default under Other Agreements. If you breach any other agreement
               between you and Ryder, including but not limited to any rental
               and/or maintenance agreements, then you will be in default of
               this Agreement. If you breach this Agreement, you will be in
               default of any other agreement between you and Ryder.

     B.   BANKRUPTCY. It shall be a default under this Agreement if you become
          insolvent, file a voluntary petition in bankruptcy, make an assignment
          for the benefit of creditors, are adjudicated bankrupt, permit a
          receiver to be appointed for your business, or permit or suffer a
          material disposition of your assets.

15.  MISCELLANEOUS PROVISIONS.

     A.   ASSIGNMENT OF LEASE. This Agreement will be binding on both parties,
          and our respective successors, legal representatives, and permitted
          assigns. YOU DO NOT HAVE THE RIGHT TO SUBLEASE ANY VEHICLE, NOR THE
          RIGHT TO ASSIGN THIS AGREEMENT OR ANY INTEREST HEREUNDER WITHOUT
          RYDER'S PRIOR WRITTEN CONSENT. ANY ATTEMPT TO DO SO WILL BE VOID.
          Unless Ryder expressly releases you from your obligations in writing,
          you will remain liable for all of your and the assignee's obligations
          under this Agreement including, but not limited to, liability claims,
          Physical Damage and associated Damages and Defense Costs.

     B.   CHANGE OF OWNERSHIP/SALE OF ASSETS. If you change ownership or dispose
          of a substantial amount of your assets, you will notify Ryder in
          writing.

     C.   FORCE MAJEURE. Ryder will not be liable to you if it is prevented from
          performing under this Agreement by any present or future cause beyond
          its control. These causes include, but are not limited to, Acts of
          God, national emergencies, wars, acts of terrorism, riots, fires,
          labor disputes, federal, state, or local laws, rules or regulations,
          shortages (local or national), or fuel allocation programs. Even if
          Ryder is unable to perform, your obligations under this Agreement will
          continue.

     D.   LIMITATION OF LIABILITY. Ryder's liability to you for any breach of
          this Agreement shall be limited to the actual value of the services
          that Ryder fails to provide. NOTWITHSTANDING THE FOREGOING, NEITHER
          PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL
          OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS
          OR PUNITIVE DAMAGES.

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     E.   NOTICES. Any notice, demand, consent or request for consent under this
          Agreement must be written and sent to you or Ryder at the address
          specified at the beginning of this Agreement (or any new address of
          which notice is given). Notices shall be given by certified mail (with
          a return receipt), overnight delivery service, facsimile transmission
          (if a written record of either a machine generated or verbal
          telephonic confirmation is obtained), or hand-delivery. Notices will
          be effective when sent, unless otherwise specified in this Agreement.

     F.   SAVINGS CLAUSE. If a court rules that any provision of this Agreement
          is illegal, invalid, or unenforceable, all other provisions will
          remain binding, effective, and fully enforceable.

     G.   WAIVER. Delay or failure to exercise, or partial exercise of any right
          under this Agreement will not operate to waive that or any other right
          hereunder. By failing to declare or act on a default, a party does not
          waive that default. Either party may act on any default at any time.
          BOTH PARTIES WAIVE ANY RIGHT TO A TRIAL BY A JURY IN ANY LAWSUIT
          RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

     H.   CUMULATIVE REMEDIES. All of Ryder's remedies in this Agreement are
          cumulative and non-exclusive. Ryder may exercise any remedy without
          affecting Ryder's right to exercise any other remedy and without
          impacting Ryder's right to bring suit for your breach or Ryder's other
          remedies at law.

     I.   CONTENT AND MODIFICATION OF AGREEMENT. Neither party will be bound by
          this Agreement until its duly authorized representative signs it. This
          Agreement is the entire agreement and understanding between the
          parties concerning its subject matter. All previous written or oral
          agreements and representations regarding the subject matter of this
          Agreement will be null and void. The Agreement can be modified only by
          a written amendment signed by a duly authorized representative of the
          party against which enforcement is sought. Any attempt to modify
          orally or through course of performance shall be void.

     J.   DISCLAIMER OF WARRANTIES. RYDER MAKES NO EXPRESS OR IMPLIED WARRANTY
          REGARDING ANY VEHICLE, CHARGES, OR ANY OTHER MATTER WHATSOEVER,
          INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT A VEHICLE IS
          MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE OR SPECIAL PURPOSE.
          Without waiving the foregoing disclaimer, Ryder agrees that any
          manufacturer's warranty on a Vehicle shall inure to your benefit and
          Ryder will cooperate with you to ensure that you derive all benefits
          from any manufacturer's warranties.

     K.   SURVIVABILITY. All of the defense, release, indemnification, and hold
          harmless provisions of this Agreement shall survive its termination
          (for any reason) or expiration.

     L.   GOVERNING LAW AND JURISDICTION. This Agreement shall be subject to,
          construed and interpreted under the laws of the State of Florida
          without regard to its conflicts of laws provisions. The parties agree
          that the exclusive venue for any action relating to this Agreement
          shall be in a court of competent jurisdiction in Miami-Dade County,
          Florida.

     M.   ATTORNEYS' FEES. If either party initiates litigation to enforce its
          rights under this Agreement, the prevailing party in such litigation
          will also be entitled to receive from the other party its reasonable
          attorneys' fees (pre-trial, trial and appellate) and costs (including
          those paid to a collection agency).

     N.   THIRD PARTY INVOICES. If Ryder engages a third party to perform
          repairs, maintenance or road service not covered by the fixed and
          variable charges (e.g. driver abuse, Physical Damage), you agree to
          pay the third party's charges plus a reasonable mark-up to cover
          Ryder's related administrative expenses.

<PAGE>

16.  DEFINED TERMS.

     A.   DAMAGES: All damages, claims, suits, causes of action, penalties,
          fees, costs, expenses and liabilities for death or injury to persons
          and loss or damage to property, including, but not limited to, damage
          to the environment and all environmental clean-up costs.

     B.   DEFENSE COSTS: All attorneys' fees, experts' fees, and court costs at
          trial and on appeal.

     C.   HAZARDOUS MATERIAL: Any cargo, property, or hazardous material in a
          quantity which requires placarding by the United States Department of
          Transportation, and any medical, bio-hazardous, or radioactive waste.

     D.   SCHEDULE A VALUE: A Vehicle's Original Value specified on its Schedule
          A, less the total accrued depreciation at the rate specified on
          Schedule A, plus all unexpired licenses, applicable taxes (including
          personal property taxes and Federal Heavy Vehicle Use Taxes), prepaid
          interest and other expenses previously incurred by Ryder relating to
          the Vehicle, prorated to the date of sale or computation.



RYDER TRUCK RENTAL, INC., D/B/A                        CHESAPEAKE LOGISTICS LLC
RYDER TRANSPORTATION SERVICES
(Ryder)                                                (You)


BY:    /s/ Mike Boyle                                BY:     /s/ Brian P. Flood
       --------------------------                            -------------------


NAME:                                                NAME:

       Mike Boyle                                            Brian P. Flood


TITLE:                                               TITLE:

       General Manager                                       Vice President

DATE:                                                DATE:

       10/21/04                                              10/1/04



<PAGE>

[GRAPHIC OMITTED]      TRUCK LEASE & SERVICE AGREEMENT (TLSA)
                                   SCHEDULE A

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  CUSTOMER (LESSEE) NAME:                                     CUSTOMER VEHICLE DOMICILE:                        LESSEE NUMBER:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                    <C>                        <C>
  CHESAPEAKE LOGISTICS LLC                                    BELTSVILLE, MD                                    0
------------------------------------------------------------------------------------------------------------------------------------
  RYDER SERVICE LOCATION NUMBER & NAME:                       SCHEDULE NO.            SCHEDULE A DATE:          TLSA DATE:
------------------------------------------------------------------------------------------------------------------------------------
  3319 Washington - 498 Howard County, MD                                            October 1st, 2004          October 1st, 2004
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   VEHICLE: This Schedule A shall cover the following 2 Vehicle(s):

<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------------------------
                                                           Vehicle Information
              ---------------------------------------------------------------------------------------------------------
                    <S>             <C>                 <C>               <C>                         <C>
                    Ryder           Customer             Date of             Serial Number            Replaces Ryder
                  Unit No.          Unit No.            Delivery                                         Unit No.
             ---------------------------------------------------------------------------------------------------------
                1. 422450                               1/28/05           1FVACWDCX5HVO9982
                2. 422451                               2/09/05           1FVACWDC15HV09983
              ---------------------------------------------------------------------------------------------------------
</TABLE>

      The parties acknowledge and agree that certain information required to
      complete this Section may not be available upon execution of this Schedule
      and that Ryder will furnish any such information upon delivery of the
      Vehicle(s).

2.   LEASE TERMS: The following terms shall apply to each Vehicle listed on this
     Schedule A:

<TABLE>
<CAPTION>
                <S>                                       <C>               <C>                                        <C>
             ----------------------------------------------------------------------------------------------------------------------
               Original Value:                           $59,948            Term In Months:                                   72
             ----------------------------------------------------------------------------------------------------------------------
               Monthly Depreciation:                     $458.93            Fixed Charge Per Month:                    $1,454.00
             ----------------------------------------------------------------------------------------------------------------------
               Max GCW/GVW and/or Licensed Weight:        26,000            Mileage Rate per Mile:                       $0.0750
             ----------------------------------------------------------------------------------------------------------------------
               Estimated Annual Miles:                    50,000
             ----------------------------------------------------------------------------------------------------------------------

             ----------------------------------------------------------------------------------------------------------------------

             ----------------------------------------------------------------------------------------------------------------------

             ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

3.   VEHICLE COMPONENT INFORMATION: Each Vehicle listed on this Schedule A is
     comprised of the following components:

<TABLE>
<CAPTION>
             -------------------------------------------------------------------------------------------------------------
                                                        Component Information
             -------------------------------------------------------------------------------------------------------------
                                 Model                                                        Original       Monthly
               Component         Year    Description                                           Value      Depreciation
             -------------------------------------------------------------------------------------------------------------
              <S>                <C>     <C>                                                    <C>             <C>
               Cab/Chassis       2005    FRTL M2 106MD S/A ST TRK                               $50,295         $390.28
               Body              2004    22ft Aluminum Van                                       $7,315          $52.03
               Liftgate          2004    Waltco 3000lb                                           $2,338          $16.63
             -------------------------------------------------------------------------------------------------------------
</TABLE>

     Ryder and Customer agree that, where permitted by law, any sales tax due on
     the Vehicle(s) listed on this Schedule A, in the state of Maryland will be
     capitalized into the Original Value of the Vehicle and included in the
     rate. Ryder shall be responsible for remitting to the proper authority when
     due any sales tax that has been capitalized and included in the rate.

4.   VEHICLE LEASE: The lease of each Vehicle listed on this Schedule A shall
     constitute a separate and independent lease agreement subject to the terms
     and conditions contained in: (i) the TLSA; (ii) any amendments to the TLSA;
     (iii) this Schedule A; and (iv) any other written agreement between Ryder
     and you regarding that Vehicle. Any reference to the TLSA contained in any
     of the foregoing documents shall be deemed to refer to each and every
     Vehicle lease. Payments relating to an invoice for multiple Vehicles will
     be allocated on a pro-rata basis among the covered Vehicles. The terms of
     this Schedule A apply to all Vehicles listed on this Schedule A and are
     part of each respective Vehicle lease. If there is a conflict between the
     terms of this Schedule A and any other terms of the TLSA, then the terms of
     this Schedule A will apply.

5.   INVESTMENT: The Original Value, Monthly Depreciation and Fixed Charge Per
     Month listed above are based, in part, upon the manufacturer's quoted price
     as of the date you execute this Schedule A. If the manufacturer's quoted
     price increases prior to the Date of Delivery of a Vehicle, then you agree
     that for each $50 increase in price (or fraction thereof), Original Value
     shall be increased by $50.00, Monthly Depreciation shall be increased by
     $0.65, and the Fixed Charge per Month shall be increased by $1.30.

6.   ORIGINAL IDENTIFICATION COST: $650. If this amount varies by $50.00 or more
     in price, the Original Value, Monthly Depreciation and Fixed Charge per
     Month will be adjusted as indicated in (5) above.

7.   ESTIMATED ANNUAL MILEAGE: You may not operate any Vehicle more than 20% in
     excess of the Estimated Annual Miles in any year of the lease term. If
     during any year of the lease term, the actual miles on any Vehicle exceeds
     the Estimated Annual Mileage listed on this Schedule A by 10 %, then, in
     addition to all other rights and remedies hereunder, Ryder will assess a
     surcharge of $0.1500 per mile for all miles over the Estimated Annual
     Mileage and you agree to pay this surcharge in addition to all other
     amounts due Ryder within the time provided in the TLSA. You will not be
     entitled to a credit or carry forward if actual annual miles is less than
     its Estimated Annual Mileage.

8.   ESTIMATED ANNUAL ENGINE HOURS FOR REFRIGERATED TRAILERS AND STRAIGHT TRUCKS
     ("REFRIGERATED VEHICLES"): Not Applicable.

9.   ESTIMATED ANNUAL STANDBY REFRIGERATION: Not Applicable


<PAGE>

10.  THE CPI BASE INDEX: Is (to be determined). The Base Index shall be the
     current index as of the Date of Delivery.
    EXPOSURE %: Notwithstanding anything in the TLSA to the contrary, only 75 %
    of the Fixed Charge Per Month and 100 % of the Mileage Rate Per Mile on the
    Vehicles listed on this Schedule A shall be subject to adjustment in
    accordance with the TLSA.

    EFFECTIVE DATE OF ADIUSTMENTS: January first

11.  PER VEHICLE ANNUAL ALLOWANCES: The allowances described below are included
     in the Fixed Charge Per Month. If the actual cost of any item(s) listed
     below, including any costs incurred in states other than those listed,
     exceeds the annual allowance amount for that item, then you agree to pay
     Ryder the excess, in addition to all other lease charges.

<TABLE>
<CAPTION>
    ------------------------------------------------------------------------------------------------------------------------------
      DESCRIPTION                                                                    ANNUAL ALLOWANCE Amount
    ------------------------------------------------------------------------------------------------------------------------------
      <S>                                                                             <C>
      Vehicles listed on this Schedule A operate in State(s) of: MD DC VA
    ------------------------------------------------------------------------------------------------------------------------------
      State Motor Vehicle License, Registration and Inspection fees                   $318
    ------------------------------------------------------------------------------------------------------------------------------
      IFTA / Mileage Tax Permits                                                      $0
    ------------------------------------------------------------------------------------------------------------------------------
      Federal Heavy Vehicle Use Taxes                                                 $0
    ------------------------------------------------------------------------------------------------------------------------------
      Personal Property Taxes                                                         $0
    ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

12.  VEHICLE RELATED SERVICES:

<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------------------------------
     VEHICLE RELATED SERVICES                  PROVIDED BY/COMMENTS
   -----------------------------------------------------------------------------------------------------------------------------
      <S>                                      <C>
     Substitute Vehicles                       Ryder
   -----------------------------------------------------------------------------------------------------------------------------
     Washing                                   Ryder
   -----------------------------------------------------------------------------------------------------------------------------
     Safety Services                           Ryder
   -----------------------------------------------------------------------------------------------------------------------------
     Licensing                                 Ryder
   -----------------------------------------------------------------------------------------------------------------------------
     IFTA/Mileage Tax Permitting & Reporting   Ryder
   -----------------------------------------------------------------------------------------------------------------------------
     Other Services                            None
   -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

13.  FUEL: Ryder will provide fuel for the Vehicles and charge you for any fuel
     it provides in accordance with the terms of the TLSA and in addition to all
     other lease charges.

14.  PARTY RESPONSIBLE FOR LIABILITY INSURANCE: Ryder. Combined Single Limits
     $1,000,000 per occurrence. Customer Deductible: $2,500 per occurrence. You
     agree that Ryder shall have the sole right to conduct accident
     investigations and administer claims handling and settlements and you shall
     adhere to and accept Ryder's conclusions and decisions. The Fixed Charge
     Per Month for the Vehicle(s) listed on this Schedule A includes: $274 per
     Month for Liability Insurance extended by Ryder pursuant to the terms of
     the TLSA.

15. PARTY RESPONSIBLE FOR PHYSICAL DAMAGE INSURANCE: Ryder. Customer deductible
    of $2,500 per Vehicle, per occurrence. The Fixed Charge Per Month for the
    Vehicle(s) listed on this Schedule A include: $91 per Month for payment of
    Physical Damage pursuant to the TLSA.

 OTHER:


<PAGE>




RYDER TRUCK RENTAL, INC., D/B/A                   CHESAPEAKE LOGISTICS LLC
RYDER TRANSPORTATION SERVICES
(Ryder)                                           (Customer/You)


BY:   /s/ Mike Boyle                              BY:    /s/ Brian P. Flood
      -----------------------                            ----------------------
NAME:  Mike Boyle                                 NAME:  Brian P. Flood

TITLE: General Manager                            TITLE: Vice President

DATE:  10/21/04                                   DATE:  10/1/04










<PAGE>



[GRAPHIC OMITTED]      TRUCK LEASE & SERVICE AGREEMENT (TLSA)
                                   SCHEDULE A

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
  CUSTOMER (LESSEE) NAME:                                     CUSTOMER VEHICLE DOMICILE:                         LESSEE NUMBER:
  CHESAPEAKE LOGISTICS LLC                                    BELTSVILLE, MD                                     31099
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                   <C>                          <C>
  RYDER SERVICE LOCATION NUMBER & NAME:                       SCHEDULE NO.          SCHEDULE A DATE:             TLSA DATE:
  3319 Washington - 498 Howard County, MD                                                                        October 1st, 2004
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   VEHICLE: This Schedule A shall cover the following 1 Vehicle(s):

<TABLE>
<CAPTION>
              ----------------------------------------------------------------------------------------------------------
                                                          Vehicle Information
              ----------------------------------------------------------------------------------------------------------
                    <S>           <C>                <C>                       <C>                      <C>
                   Ryder          Customer           Date of                                            Replaces Ryder
                  Unit No.        Unit No.           Delivery                  Serial Number                Unit No.
              ----------------------------------------------------------------------------------------------------------
                  1. 454916                          11/18/05                lFVACWDC56HW57676
              ----------------------------------------------------------------------------------------------------------
</TABLE>

      The parties acknowledge and agree that certain information required to
      complete this Section may not be available upon execution of this Schedule
      and that Ryder will furnish any such information upon delivery of the
      Vehicle(s).

2.   LEASE TERMS: The following terms shall apply to each Vehicle listed on this
     Schedule A:

<TABLE>
<CAPTION>
               <S>                                           <C>               <C>                                     <C>
             ---------------------------------------------------------------------------------------------------------------------
               Original Value:                              $62,030           Term In Months:                                72
             ---------------------------------------------------------------------------------------------------------------------
               Monthly Depreciation:                        $403.89           Fixed Charge Per Month:                 $1,467.00
             ---------------------------------------------------------------------------------------------------------------------
               Max GCW/GVW and/or Licensed Weight:           26,000           Mileage Rate per Mile:                    $0.0750
             ---------------------------------------------------------------------------------------------------------------------
               Estimated Annual Miles:                       50,000
             ---------------------------------------------------------------------------------------------------------------------

             ---------------------------------------------------------------------------------------------------------------------

             ---------------------------------------------------------------------------------------------------------------------

             ---------------------------------------------------------------------------------------------------------------------
</TABLE>


3.   VEHICLE COMPONENT INFORMATION: Each Vehicle listed on this Schedule A is
     comprised of the following components:

<TABLE>
<CAPTION>
             --------------------------------------------------------------------------------------------------------------
                                                        Component Information
             --------------------------------------------------------------------------------------------------------------
                                 Model                                                        Original        Monthly
              Component           Year    Description                                           Value      Depreciation
             --------------------------------------------------------------------------------------------------------------
              <S>                <C>      <C>                                                    <C>             <C>
              Cab/Chassis        2006     FRTL M2 106MD S/A ST TRK                               $51,234         $337.39
              Body               2005     Morgan 22ft Dry Box                                     $8,164          $50.29
              Liftgate           2005     Waltco F30RM                                            $2,632          $16.21
             --------------------------------------------------------------------------------------------------------------
</TABLE>

      Ryder and Customer agree that, where permitted by law, any sales tax due
      on the Vehicle(s) listed on this Schedule A, in the state of Maryland will
      be capitalized into the Original Value of the Vehicle and included in the
      rate. Ryder shall be responsible for remitting to the proper authority
      when due any sales tax that has been capitalized and included in the rate.

4.   VEHICLE LEASE: The lease of each Vehicle listed on this Schedule A shall
     constitute a separate and independent lease agreement subject to the terms
     and conditions contained in: (i) the TLSA; (ii) any amendments to the TLSA;
     (iii) this Schedule A; and (iv) any other written agreement between Ryder
     and you regarding that Vehicle. Any reference to the TLSA contained in any
     of the foregoing documents shall be deemed to refer to each and every
     Vehicle lease. Payments relating to an invoice for multiple Vehicles will
     be allocated on a pro-rata basis among the covered Vehicles. The terms of
     this Schedule A apply to all Vehicles listed on this Schedule A and are
     part of each respective Vehicle lease. If there is a conflict between the
     terms of this Schedule A and any other terms of the TLSA, then the terms of
     this Schedule A will apply.

5.   INVESTMENT: The Original Value, Monthly Depreciation and Fixed Charge Per
     Month listed above are based, in part, upon the manufacturer's quoted price
     as of the date you execute this Schedule A. lf the manufacturer's quoted
     price increases prior to the Date of Delivery of a Vehicle, then you agree
     that for each $50 increase in price (or fraction thereof), Original Value
     shall be increased by $50.00, Monthly Depreciation shall be increased by
     $0.65, and the Fixed Charge per Month shall be increased by $1.30.

6.   ORIGINAL IDENTIFICATION COST: $650. If this amount varies by $50.00 or more
     in price, the Original Value, Monthly Depreciation and Fixed Charge per
     Month will be adjusted as indicated in (5) above.

<PAGE>

7.   ESTIMATED ANNUAL MILEAGE: You may not operate any Vehicle more than 10 % in
     excess of the Estimated Annual Miles in any year of the lease term. If
     during any year of the lease term, the actual miles on any Vehicle exceeds
     the Estimated Annual Mileage listed on this Schedule A by 10 %, then, in
     addition to all other rights and remedies hereunder, Ryder will assess a
     surcharge of $0.1500 per mile for all miles over the Estimated Annual
     Mileage and you agree to pay this surcharge in addition to all other
     amounts due Ryder within the time provided in the TLSA You will not be
     entitled to a credit or carry forward if actual annual miles is less than
     its Estimated Annual Mileage.

8.   ESTIMATED ANNUAL ENGINE HOURS FOR REFRIGERATED TRAILERS AND STRAIGHT TRUCKS
     ("REFRIGERATED VEHICLES"): Not Applicable.

9.   ESTIMATED ANNUAL STANDBY REFRIGERATION: Not Applicable

10.  THE CPI BASE INDEX: Is (to be determined). The Base Index shall be the
     current index as of the Date of Delivery. EXPOSURE %: Notwithstanding
     anything in the TLSA to the contrary, only 75 % of the Fixed Charge Per
     Month and 100 % of the Mileage Rate Per Mile on the Vehicles listed on this
     Schedule A shall be subject to adjustment in accordance with the TLSA
     EFFECTIVE DATE OF ADJUSTMENTS: January first.

11.  PER VEHICLE ANNUAL ALLOWANCES: The allowances described below are included
     in the Fixed Charge Per Month. If the actual cost of any item(s) listed
     below, including any costs incurred in states other than those listed,
     exceeds the annual allowance amount for that item, then you agree to pay
     Ryder the excess, in addition to all other lease charges.

<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                   ANNUAL ALLOWANCE AMOUNT
   ------------------------------------------------------------------------------------------------------------------------------
    <S>                                                                           <C>
    Vehicles listed on this Schedule A operate in State(s) of; MD DC VA
   ------------------------------------------------------------------------------------------------------------------------------
    State Motor Vehicle License, Registration and Inspection fees                 $318
   ------------------------------------------------------------------------------------------------------------------------------
    IFTA/Mileage Tax Permits                                                      $0
   ------------------------------------------------------------------------------------------------------------------------------
    Federal Heavy Vehicle Use Taxes                                               $0
   ------------------------------------------------------------------------------------------------------------------------------
    Personal Property Taxes                                                       $0
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

12.  VEHICLE RELATED SERVICES:

<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------------------------------------------
    VEHICLE RELATED SERVICES                  PROVIDED BY/COMMENTS
   ------------------------------------------------------------------------------------------------------------------------------
    <S>                                       <C>
    Substitute Vehicles                       Ryder
   ------------------------------------------------------------------------------------------------------------------------------
    Exterior Washing                          Ryder
   ------------------------------------------------------------------------------------------------------------------------------
    Safety Services                           Ryder
   ------------------------------------------------------------------------------------------------------------------------------
    Licensing                                 Ryder
   ------------------------------------------------------------------------------------------------------------------------------
    IFTA/Mileage Tax Permitting & Reporting   Ryder
   ------------------------------------------------------------------------------------------------------------------------------
    Other Services                            None
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

13.  FUEL: Ryder will provide fuel for the Vehicles and charge you for any fuel
     it provides in accordance with the terms of the TLSA and in addition to all
     other lease charges.

14.  PARTY RESPONSIBLE FOR LIABILITY INSURANCE: Ryder. Combined Single Limits
     $1,000,000 per occurrence. Customer Deductible: $2,500 per occurrence. You
     agree that Ryder shall have the sole right to conduct accident
     investigations and administer claims handling and settlements and you shall
     adhere to and accept Ryder's conclusions and decisions.

15.  PARTY RESPONSIBLE FOR PHYSICAL DAMAGE INSURANCE: Ryder. Customer deductible
     of $2,500 per Vehicle, per occurrence.


OTHER:


  RYDER TRUCK RENTAL, INC., D/B/A                   CHESAPEAKE LOGISTICS LLC
  RYDER TRANSPORTATION SERVICES
  (Ryder) (Customer/You)


  BY:    /s/ Mike Boyle                       BY: /s/ Brian P. Flood
         -----------------------------            -----------------------------

  NAME:  Mike Boyle, General Manager          NAME:  Brian P. Flood
         -----------------------------               ---------------------------
  TITLE: General Manager                      TITLE: Vice President

  DATE:  7/25/05                              DATE: 7/13/05


<PAGE>


[GRAPHIC OMITTED]      TRUCK LEASE & SERVICE AGREEMENT (TLSA)
                                   SCHEDULE A

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
 CUSTOMER (LESSEE) NAME:                                      CUSTOMER VEHICLE DOMICILE:                        LESSEE NUMBER:
 CHESAPEAKE LOGISTICS LLC                                     BELTSVILLE, MD                                    0
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                   <C>                         <C>
 RYDER SERVICE LOCATION NUMBER & NAME:                        SCHEDULE NO.          SCHEDULE A DATE             TLSA DATE:
 3319 Washington - 498 Howard County, MD                                             October 1st, 2004          October 1st, 2004
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   VEHICLE: This Schedule A shall cover the following 0 Vehicle(s):

<TABLE>
<CAPTION>
             ----------------------------------------------------------------------------------------------------------
                                                          Vehicle Information
             ----------------------------------------------------------------------------------------------------------
                  Ryder           Customer           Date of                                           Replaces Ryder
                 Unit No.         Unit No.           Delivery                 Serial Number               Unit No.
             ----------------------------------------------------------------------------------------------------------
                   <S>            <C>                <C>                    <C>                        <C>
                   422452                            2/2/05                 JALC4B16057013439
             ----------------------------------------------------------------------------------------------------------
</TABLE>

      The parties acknowledge and agree that certain information required to
      complete this Section may not be available upon execution of this Schedule
      and that Ryder will furnish any such information upon delivery of the
      Vehicle(s).

2.   LEASE TERMS: The following terms shall apply to each Vehicle listed on this
     Schedule A:

<TABLE>
<CAPTION>
               <S>                                           <C>           <C>                                      <C>
             -------------------------------------------------------------------------------------------------------------------
               Original Value:                               $43,605       Term In Months:                                 54
             -------------------------------------------------------------------------------------------------------------------
               Monthly Depreciation:                         $420.13       Fixed Charge Per Month:                  $1,319.00
             -------------------------------------------------------------------------------------------------------------------
               Max GCW/GVW and/or Licensed Weight:            14,500       Mileage Rate per Mile:                     $0.0750
             -------------------------------------------------------------------------------------------------------------------
               Estimated Annual Miles:                        37,000
             -------------------------------------------------------------------------------------------------------------------

             -------------------------------------------------------------------------------------------------------------------

             -------------------------------------------------------------------------------------------------------------------

             -------------------------------------------------------------------------------------------------------------------
</TABLE>

3.   VEHICLE COMPONENT INFORMATION: Each Vehicle listed on this Schedule A is
     comprised of the following components:

<TABLE>
<CAPTION>
             -------------------------------------------------------------------------------------------------------------
                                                        Component Information
             -------------------------------------------------------------------------------------------------------------
                                Model                                                         Original        Monthly
               Component         Year    Description                                           Value       Depreciation
             -------------------------------------------------------------------------------------------------------------
               <S>              <C>      <C>                                                    <C>             <C>
               Cab/Chassis      2005     Isuzu NPR/NQR COE S/A ST TRK                           $34,752         $338.02
               Body             2004     18ft Morgan dry box                                     $6,834          $63.39
               Liftgate         2004     Waltco 2000lb                                           $2,019          $18.72
             -------------------------------------------------------------------------------------------------------------
</TABLE>


     Ryder and Customer agree that, where permitted by law, any sales tax due on
     the Vehicle(s) listed on this Schedule A, in the state of Maryland will be
     capitalized into the Original Value of the Vehicle and included in the
     rate. Ryder shall be responsible for remitting to the proper authority when
     due any sales tax that has been capitalized and included in the rate.

 4.  VEHICLE LEASE: The lease of each Vehicle listed on this Schedule A shall
     constitute a separate and independent lease agreement subject to the terms
     and conditions contained in: (i) the TLSA; (ii) any amendments to the TLSA;
     (iii) this Schedule A; and (iv) any other written agreement between Ryder
     and you regarding that Vehicle. Any reference to the TLSA contained in any
     of the foregoing documents shall be deemed to refer to each and every
     Vehicle lease. Payments relating to an invoice for multiple Vehicles will
     be allocated on a pro-rata basis among the covered Vehicles. The terms of
     this Schedule A apply to all Vehicles listed on this Schedule A and are
     part of each respective Vehicle lease. If there is a conflict between the
     terms of this Schedule A and any other terms of the TLSA, then the terms of
     this Schedule A will apply.

 5.  INVESTMENT: The Original Value, Monthly Depreciation and Fixed Charge Per
     Month listed above are based, in part, upon the manufacturer's quoted price
     as of the date you execute this Schedule A. If the manufacturer's quoted
     price increases prior to the Date of Delivery of a Vehicle, then you agree
     that for each $50 increase in price (or fraction thereof), Original Value
     shall be increased by $50.00, Monthly Depreciation shall be increased by
     $0.65, and the Fixed Charge per Month shall be increased by $1.30.

6.   ORIGINAL IDENTIFICATION COST: $650. If this amount varies by $50.00 or more
     in price, the Original Value, Monthly Depreciation and Fixed Charge per
     Month will be adjusted as indicated in (5) above.

<PAGE>

7.   ESTIMATED ANNUAL MILEAGE: You may not operate any Vehicle more than 20% in
     excess of the Estimated Annual Miles in any year of the lease term. If
     during any year of the lease term, the actual miles on any Vehicle exceeds
     the Estimated Annual Mileage listed on this Schedule A by 10%, then, in
     addition to all other rights and remedies hereunder, Ryder will assess a
     surcharge of $0.1500 per mile for all miles over the Estimated Annual
     Mileage and you agree to pay this surcharge in addition to all other
     amounts due Ryder within the time provided in the TLSA. You will not be
     entitled to a credit or carry forward if actual annual miles is less than
     its Estimated Annual Mileage.

8.   ESTIMATED ANNUAL ENGINE HOURS FOR REFRIGERATED TRAILERS AND STRAIGHT TRUCKS
     ("REFRIGERATED VEHICLES"): Not Applicable.

9.   ESTIMATED ANNUAL STANDBY REFRIGERATION: Not Applicable

10.  THE CPI BASE INDEX: Is (to be determined). The Base Index shall be the
     current index as of the Date of Delivery. EXPOSURE %: Notwithstanding
     anything in the TLSA to the contrary, only 75 % of the Fixed Charge Per
     Month and 100 % of the Mileage Rate Per Mile on the Vehicles listed on this
     Schedule A shall be subject to adjustment in accordance with the TLSA.
     EFFECTIVE DATE OF ADJUSTMENTS: January first.

11.  PER VEHICLE ANNUAL ALLOWANCES: The allowances described below are included
     in the Fixed Charge Per Month. If the actual cost of any item(s) listed
     below, including any costs incurred in states other than those listed,
     exceeds the annual allowance amount for that item, then you agree to pay
     Ryder the excess, in addition to all other lease charges.

<TABLE>
<CAPTION>

   ------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                   ANNUAL ALLOWANCE AMOUNT
   ------------------------------------------------------------------------------------------------------------------------------
    <S>                                                                           <C>
    Vehicles listed on this Schedule A operate in State(s) of; MD DC VA
   ------------------------------------------------------------------------------------------------------------------------------
    State Motor Vehicle License, Registration and Inspection fees                 $148
   ------------------------------------------------------------------------------------------------------------------------------
    IFTA/Mileage Tax Permits                                                      $0
   ------------------------------------------------------------------------------------------------------------------------------
    Federal Heavy Vehicle Use Taxes                                               $0
   ------------------------------------------------------------------------------------------------------------------------------
    Personal Property Taxes                                                       $0
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


12.  VEHICLE RELATED SERVICES:

<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------------------------------
    VEHICLE RELATED SERVICES                   PROVIDED BY/COMMENTS
   -----------------------------------------------------------------------------------------------------------------------------
    <S>                                        <C>
    Substitute Vehicles                        Ryder
   -----------------------------------------------------------------------------------------------------------------------------
    Washing                                    Ryder
   -----------------------------------------------------------------------------------------------------------------------------
    Safety Services                            Ryder
   -----------------------------------------------------------------------------------------------------------------------------
    Licensing                                  Ryder
   -----------------------------------------------------------------------------------------------------------------------------
    IFTA/Mileage Tax Permitting & Reporting    Ryder
   -----------------------------------------------------------------------------------------------------------------------------
    Other Services                             None
   -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

13.  FUEL: Ryder will provide fuel for the Vehicles and charge you for any fuel
     it provides in accordance with the terms of the TLSA and in addition to all
     other lease charges.

14.  PARTY RESPONSIBLE FOR LIABILITY INSURANCE: Ryder. Combined Single Limits
     $1,000,000 per occurrence. Customer Deductible: $2,500 per occurrence. You
     agree that Ryder shall have the sole right to conduct accident
     investigations and administer claims handling and settlements and you shall
     adhere to and accept Ryder's conclusions and decisions. The Fixed Charge
     Per Month for the Vehicle(s) listed on this Schedule A includes: $218 per
     Month for Liability Insurance extended by Ryder pursuant to the terms of
     the TLSA.

15.  PARTY RESPONSIBLE FOR PHYSICAL DAMAGE INSURANCE: Ryder. Customer deductible
     of $2,500 per Vehicle, per occurrence. The Fixed Charge Per Month for the
     Vehicle(s) listed on this Schedule A include: $106 per Month for payment of
     Physical Damage pursuant to the TLSA.

 OTHER:


<PAGE>

RYDER TRUCK RENTAL, INC., D/B/A               CHESAPEAKE LOGISTICS LLC
RYDER TRANSPORTATION SERVICES
(Ryder)                                       (Customer/You)


BY:    /s/ Mike Boyle                         BY:      /s/ Brian P. Flood
       ------------------------                        -------------------------

NAME:  Mike Boyle                             NAME:    Brian P. Flood


TITLE: General Manager                        TITLE:   Vice President


DATE:  10/21/04                               DATE: 10/1/04


<PAGE>


[GRAPHIC OMITTED]      TRUCK LEASE & SERVICE AGREEMENT (TLSA)
                                   SCHEDULE A


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
  CUSTOMER (LESSEE) NAME:                                     CUSTOMER VEHICLE DOMICILE:                        LESSEE NUMBER:
  <S>                                                         <C>                                               <C>
  CHESAPEAKE LOGISTICS LLC                                    BELTSVILLE, MD                                    0
----------------------------------------------------------------------------------------------------------------------------------
  RYDER SERVICE LOCATION NUMBER & NAME:                       SCHEDULE NO.          SCHEDULE A DATE:            TLSA DATE:
  3319 Washington - 498 Howard County, MD                                            October 1st, 2004          October 1st, 2004
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   VEHICLE: This Schedule A shall cover the following 0 Vehicle(s):

<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------------------------
                                                          Vehicle Information
              ---------------------------------------------------------------------------------------------------------
                   Ryder         Customer            Date of                                           Replaces Ryder
                 Unit No.        Unit No.            Delivery                Serial Number                Unit No.
              ---------------------------------------------------------------------------------------------------------
                 <S>             <C>                 <C>                <C>                            <C>
                  422438                             1/27/05            JALC4B16157013935
              ---------------------------------------------------------------------------------------------------------
</TABLE>

      The parties acknowledge and agree that certain information required to
      complete this Section may not be available upon execution of this Schedule
      and that Ryder will furnish any such information upon delivery of the
      Vehicle(s).

2.   LEASE TERMS: The following terms shall apply to each Vehicle listed on this
     Schedule A:

<TABLE>
<CAPTION>
               <S>                                           <C>           <C>                                      <C>
             -------------------------------------------------------------------------------------------------------------------
               Original Value:                               $41,565       Term In Months:                                 54
             -------------------------------------------------------------------------------------------------------------------
               Monthly Depreciation:                         $401.22       Fixed Charge Per Month:                  $1,285.00
             -------------------------------------------------------------------------------------------------------------------
               Max GCW/GVW and/or Licensed Weight:            14,500       Mileage Rate per Mile:                     $0.0750
             -------------------------------------------------------------------------------------------------------------------
               Estimated Annual Miles:                        37,000
             -------------------------------------------------------------------------------------------------------------------

             -------------------------------------------------------------------------------------------------------------------

             -------------------------------------------------------------------------------------------------------------------

             -------------------------------------------------------------------------------------------------------------------
</TABLE>

3.   VEHICLE COMPONENT INFORMATION: Each Vehicle listed on this Schedule A is
     comprised of the following components:

<TABLE>
<CAPTION>
             --------------------------------------------------------------------------------------------------------------
                                                        Component Information
             --------------------------------------------------------------------------------------------------------------
                                 Model                                                        Original       Monthly
              Component          Year     Description                                          Value       Depreciation
             --------------------------------------------------------------------------------------------------------------
              <S>                <C>      <C>                                                   <C>              <C>
              Cab/Chassis        2005     Isuzu NPR/NQR COE S/A ST TRK                          $33,960          $330.67
              Body               2004     16ft Morgan dry box                                    $5,689           $52.78
              Liftgate           2004     Waltco 2000lb                                        $ I ,916           $17.78
             --------------------------------------------------------------------------------------------------------------
</TABLE>

     Ryder and Customer agree that, where permitted by law, any sales tax due on
     the Vehicle(s) listed on this Schedule A, in the state of Maryland will be
     capitalized into the Original Value of the Vehicle and included in the
     rate. Ryder shall be responsible for remitting to the proper authority when
     due any sales tax that has been capitalized and included in the rate.

4.   VEHICLE LEASE: The lease of each Vehicle, listed on this Schedule A shall
     constitute a separate and independent lease agreement subject to the terms
     and conditions contained in: (i) the TLSA; (ii) any amendments to the TLSA;
     (iii) this Schedule A; and (iv) any other written agreement between Ryder
     and you regarding that Vehicle. Any reference to the TLSA contained in any
     of the foregoing documents shall be deemed to refer to each and every
     Vehicle lease. Payments relating to an invoice for multiple Vehicles will
     be allocated on a pro-rata basis among the covered Vehicles. The terms of
     this Schedule A apply to all Vehicles listed on this Schedule A and are
     part of each respective Vehicle lease. If there is a conflict between the
     terms of this Schedule A and any other terms of the TLSA, then the terms of
     this Schedule A will apply.

5.   INVESTMENT: The Original Value, Monthly Depreciation and Fixed Charge Per
     Month listed above are based, in part, upon the manufacturer's quoted price
     as of the date you execute this Schedule A. If the manufacturer's quoted
     price increases prior to the Date of Delivery of a Vehicle, then you agree
     that for each $50 increase in price (or fraction thereof), Original Value
     shall be increased by $50.00, Monthly Depreciation shall be increased by
     $0.65, and the Fixed Charge per Month shall be increased by $1.30.

6.   ORIGINAL IDENTIFICATION COST: $650. If this amount varies by $50.00 or more
     in price, the Original Value, Monthly Depreciation and Fixed Charge per
     Month will be adjusted as indicated in (5) above.


<PAGE>

7.   ESTIMATED ANNUAL MILEAGE: You may not operate any Vehicle more than 20% in
     excess of the estimated Annual Miles in any year of the lease term. If
     during any year of the lease term, the actual miles on any Vehicle exceeds
     the Estimated Annual Mileage listed on this Schedule A by 10 %, then, in
     addition to all other rights and remedies hereunder, Ryder will assess a
     surcharge of $0.1500 per mile for all miles over the Estimated Annual
     Mileage and you agree to pay this surcharge in addition to all other
     amounts due Ryder within the time provided in the TLSA. You will not be
     entitled to a credit or carry forward if actual annual miles is less than
     its Estimated Annual Mileage.

8.   ESTIMATED ANNUAL ENGINE HOURS FOR REFRIGERATED TRAILERS AND STRAIGHT TRUCKS
     ("REFRIGERATED VEHICLES"): Not Applicable.

9.   ESTIMATED ANNUAL STANDBY REFRIGERATION: Not Applicable

10.  THE CPI BASE INDEX: Is (to be determined). The Base Index shall be the
     current index as of the Date of Delivery. EXPOSURE %: Notwithstanding
     anything in the TLSA to the contrary, only 75 % of the Fixed Charge Per
     Month and 100 % of the Mileage Rate per Mile on the Vehicles listed on this
     Schedule A shall be subject to adjustment in accordance with the TLSA.
     EFFECTIVE DATE OF ADJUSTMENTS: January first.

11.  PER VEHICLE ANNUAL ALLOWANCES: The allowances described below are included
     in the Fixed Charge Per Month. If the actual cost of any item(s) listed
     below, including any costs incurred in states other than those listed,
     exceeds the annual allowance amount for that item, then you agree to pay
     Ryder the excess, in addition to all other lease charges.

<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                   ANNUAL ALLOWANCE AMOUNT
   ------------------------------------------------------------------------------------------------------------------------------
     <S>                                                                          <C>
    Vehicles listed on this Schedule A operate in State(s) of; MD DC VA
     Ryder
   ------------------------------------------------------------------------------------------------------------------------------
    State Motor Vehicle License, Registration and Inspection fees                 $148
   ------------------------------------------------------------------------------------------------------------------------------
    IFTA/Mileage Tax Permits                                                      $0
   ------------------------------------------------------------------------------------------------------------------------------
    Federal Heavy Vehicle Use Taxes                                               $0
   ------------------------------------------------------------------------------------------------------------------------------
    Personal Property Taxes                                                       $0
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

12.  VEHICLE RELATED SERVICES:

<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------------------------------------------
     VEHICLE RELATED SERVICES                  PROVIDED BY/COMMENTS
   ------------------------------------------------------------------------------------------------------------------------------
     <S>                                       <C>
     Substitute Vehicles                       Ryder
   ------------------------------------------------------------------------------------------------------------------------------
     Washing                                   Ryder
   ------------------------------------------------------------------------------------------------------------------------------
     Safety Services                           Ryder
   ------------------------------------------------------------------------------------------------------------------------------
     Licensing                                 Ryder
   ------------------------------------------------------------------------------------------------------------------------------
     1FTA/Mileage Tax Permitting & Reporting   Ryder
   ------------------------------------------------------------------------------------------------------------------------------
     Other Services                            None
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

13.  FUEL: Ryder will provide fuel for the Vehicles and charge you for any fuel
     it provides in accordance with the terms of the TLSA and in addition to all
     other lease charges.

14.  PARTY RESPONSIBLE FOR LIABILITY INSURANCE: Ryder. Combined Single Limits
     $1,000,000 per occurrence. Customer Deductible: $2,500 per occurrence. You
     agree that Ryder shall have the sole right to conduct accident
     investigations and administer claims handling and settlements and you shall
     adhere to and accept Ryder's conclusions and decisions. The Fixed Charge
     Per Month for the Vehicle(s) listed on this Schedule A includes: $218 per
     Month for Liability Insurance extended by Ryder pursuant to the terms of
     the TLSA.

15.  PARTY RESPONSIBLE FOR PHYSICAL DAMAGE INSURANCE: Ryder. Customer deductible
     of $2,500 per Vehicle, per occurrence. The Fixed Charge Per Month for the
     Vehicle(s) listed on this Schedule A include: $101 per Month for payment of
     Physical Damage pursuant to the TLSA.

 OTHER:


<PAGE>


RYDER TRUCK RENTAL, INC., D/B/A                    CHESAPEAKE LOGISTICS LLC
  RYDER TRANSPORTATION SERVICES
  (Ryder)                                          (Customer/You)


  BY:    /s/ Mike Boyle                            BY:    /s/ Brian P. Flood
         ----------------------                           ----------------------

  NAME:  Mike Boyle                                NAME:  Brian P. Flood

         _________
  TITLE: General Manager                           TITLE: Vice President


  DATE:  10/21/04_                                 DATE: 10/1/04