Exhibit 10.(c) Engagement letter for CFOex

CFOex, Inc.
401 Henley Street
Suite 300, Mezzanine Level
Knoxville, TN 37902

July 23,
2002

PERSONAL & CONFIDENTIAL

Mr. Dean
Cannon
Chairman & Chief Executive Officer
Cannon Express, Inc.
1457 E. Robinson
Springdale, Arkansas 72764

Dear
Dean:

This
letter will serve as the agreement (the "Agreement") between Cannon Express, Inc. ("Cannon" or the "Company") and CFOex, Inc. ("CFOex") regarding the retention of CFOex as the
exclusive financial advisor to Cannon. Cannon seeks CFOex's assistance in addressing its evolving liquidity constraint and with implementing one, or several, strategic alternatives to be determined.

CFOex's Role

CFOex
understands that the Company seeks CFOex's assistance in addressing Cannon's current funding constraints and in determining its strategic alternatives. It is anticipated that throughout the term
of this engagement, CFOex will assist in the review of various activities, which could include, but not necessarily be limited to, the following:



CFOex's Proposed Actions

CFOex
proposes that Cannon engage the firm via this Agreement to initiate a series of advisory actions focusing on:



Needs and Situational Assessment Analysis

CFOex
agrees to immediately initiate a Needs and Assessment Analysis by visiting the Company's Springdale, Arkansas facility. CFOex would focus on reviewing the appropriate corporate files and records
in conjunction with various management interviews and meetings. The principal objective of this exercise is to prepare and compile an assessment of Cannon's immediate operating and financial needs,
its competitive position and to present a series of strategic alternatives for consideration. It is

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anticipated that this process will take 3 to 4 days on-site with the report provided by the 7thcalendar day following completion of the onsite visitation.

Liquidity Constraints and Renegotiated Credit Facilities

The
role of CFOex, on a best efforts basis, regarding the financing or refinancing (the "Financing") of all or any portion of the Company's balance sheet, is to secure a lender(s) and/or investor(s)
which will enable Cannon to meet its immediate financing objectives and on-going operational needs. In this capacity, CFOex shall advise Cannon in regard to all structure, terms,
conditions, flexibility, timing and strategic advantages provided by various lender(s)/investor(s) relationships.



Implementation of Strategic Alternatives

As
determined in conjunction with the Company, CFOex is prepared to assist in executing Cannon's decided strategic direction. The principal activities associated with these initiatives are highlight
in Appendix I.

CFOex's Fees

CFOex's
fees for acting as the Company's exclusive advisor in connection with the financial advisory and transaction services outlined herein will depend, in part, upon the strategic initiative that
Cannon elects to pursue. Such fees will consist of:

Needs and Situational Assessment Analysis Fee

The
fee shall be $25,000 and is due upon signing this Agreement via check or wire transfer to CFOex.

Transaction and Execution Fees Associated with Refinancing Activities and Implementation of Strategic Alternatives

CFOex
extends Cannon two options for the payment of transaction and execution related activity fees associated with this Agreement.



Other Terms and Conditions

To
best perform the services contemplated above, Cannon agrees to furnish or cause to be furnished to CFOex any and all such information as CFOex reasonably believes appropriate to the successful
execution of its engagement hereunder (all such information so furnished being the "Information"). The Company represents that all Information furnished to CFOex or its agents will be complete and
correct in all material respects, to the best of its knowledge, and that until the expiration of CFOex's engagement hereunder, the Company will advise CFOex immediately of the occurrence of any event
or any other change known which results in the Information ceasing to be complete and correct in all

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material respects. The Company recognizes and confirms that CFOex (a) will use and rely primarily on the Information and on information available form generally recognized public sources in
performing the services contemplated herein without having independently verified any of the same and (b) does not assume responsibility for accurateness or completeness of the Information and
such other information and (c) will not make an appraisal of any of the assets or liabilities of the Company.

Term of Engagement

This
Agreement shall remain in force for a period of six (6) months from the date this Agreement (the "Term"). The Term will automatically renew for an additional six (6) month period
(the "Renewal Period"), unless either the Company or CFOex serve the other party written notice 30 days prior to the end of the Term. Expiration of this Agreement shall not affect CFOex's right
(i) to indemnification under the Indemnification paragraph below, or (ii) to the Financing Fee or Advisory Fee, if subsequent to, but within a period of one (1) year from the
termination of this Agreement a financing source and/or buyer and/or seller contacted by CFOex or by the Company or by any other party during the Applicable Fee Period provides Financing and/or
acquires and/or merges with the Company.

Indemnification

Cannon
will indemnify CFOex, (the term "CFOex" in this paragraph shall include CFOex, its employees, agents, including its counsel, and affiliates, and each of them) and hold CFOex harmless from and
against any loss, claim, damage, expense, liability or action or any right to reimbursement which might arise in connection with CFOex's assignment and involvement in this transaction, including
reimbursement for reasonable legal fees. The indemnity agreement contained in this paragraph, however, shall not extend to any loss, claim, damage, expense, liability or action or any right to
reimbursement if and at the extent that any such loss, claim, damage, expense, liability or action or any right to reimbursement arises by reason of gross negligence or willful misconduct.

Any
amendment, modification or other changes to this Agreement must be in writing and signed by both parties to be enforceable. This Agreement will be governed by laws of the State of Tennessee.

Please
indicate your acceptance of the foregoing by executing and returning the enclosed copy of this Agreement. We look forward to assisting Cannon with its continuing operations.

|Bruce W. Jones
President
CFOex, Inc. |  | Dean Cannon
Chairman, Chief Executive Officer
Cannon Express, Inc.
|------------------------------------ |  | ------------------------------------------------------------------

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APPENDIX I

Selling the Company

Prepare
an Offering Memorandum describing Cannon, its historical performance and prospects, including existing contracts, marketing and sales, labor/driver force, management and anticipated proforma
financial results of the Company. This Offering Memorandum shall not be given to any potential buyer without the prior consent of the Company and only after execution of a confidentiality agreement
from the prospective buyer.



Upon
execution of a letter of intent or similar documents, CFOex will assist in negotiating the transaction and assist Cannon's attorneys, accountants and consultants, as necessary, through closing,
on a best efforts basis. In addition, if requested by Cannon, CFOex will provide a fairness opinion
("Fairness Opinion") relating to the sale of the Company to be included in the appropriate Security and Exchange Commission filings.

Implementation of a Merger or Acquisition

Contact
on a confidential basis and at the appropriate level, those companies identified by CFOex or the Company as potential targets to assess the level of interest in a sale or divestiture;



In
addition, if requested by Cannon, CFOex will provide a Fairness Opinion relating to the merger by the Company to be included in the appropriate Security and Exchange Commission filings.

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APPENDIX II

Equity Payment

Regarding
transaction and execution fees associated with refinancing activities and implementation of strategic alternatives, CFOex extends Cannon the following equity-based fee schedule payable in
common stock/options of the Company.

To CFOex

500,000 shares of Cannon common stock/optionsTo mgmt.

up to 250,000 shares of Cannon common stock/options


Financing Fees

A
financing fee (the "Financing Fee"') with respect to any Senior Debt Financing which was initiated by CFOex and/or any Subordinated Debt/Equity linked Financing that was initiated by any party that
the Company, in its sole discretion, chooses to accept during the Applicable Fee Period. The Financing
Fee will be payable in cash, in federal funds via wire transfer or certified check, at, and as a condition of, closing of such Financing, regardless of whether the Company chooses to draw down the
full amount of the committed Financing at that time, equal to the greater of:



Senior Debt

1.5% of proposed Financing

Subordinated Debt

4.0% of proposed Financing

Subordinated/Equity-linked

8.0% of proposed Financingor

$75,000


In
the event the financing source increases the total Financing amount made available to the Company within eighteen months (18) months of a Financing Closing, CFOex shall be entitled to
receive an additional Financing Fee based upon the above formulas in Section (iv)(a) above only; no minimum fee will apply in such case. In the event that Financing is provided to the Company
during the Applicable Fee Period by the Company's existing lender(s) (the "Existing Lender(s)), on better terms than exist as of the date of this agreement (i.e. including, but not limited to,
additional availability, and/or lower interest rates or lower all in costs and/or less restrictive loan covenants), then CFOex will be owed a full Financing Fee as it relates to the Existing Lender(s)
Financing.

Merger and Sale Fees

CFOex
will receive a fee (the "Advisory Fee") on a roll up merger or acquisition (i.e. Cannon's common stock outstanding, as of the date of this Agreement, is not diluted by more than 50%) that was
initiated by either CFOex or Cannon or any other party during the Applicable Fee Period, due and payable in cash, in federal funds via wire transfer or certified check, at and as a condition of,
closing of such merger or acquisition (the "Roll Up Closing") equal to the greater of:



CFOex
will receive a fee (the "Advisory Fee") on a reverse merger or acquisition (i.e. Cannon's common stock outstanding, as of the date of this Agreement is diluted by more than 50%) that was
initiated by either CFOex or Cannon or any other party during the Applicable Fee Period, due and payable in cash, in federal funds via wire transfer or certified check, at and as a condition of,
closing of such merger or acquisition (the "M&A Closing") equal to the greater of:



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Fairness Opinion

If
requested by the Company, CFOex will provide the Company with a Fairness Opinion as it relates to the sale of the Company or a merger entered into by the Company during the Applicable Fee Period.
Upon CFOex providing the Company with the final Fairness Opinion CFOex will receive a fee (the "Fairness Opinion Fee") of $50,000.

Other

Cannon
will be responsible for all legal and transaction support expenses associated with CFOex performing hereunder. In addition, the Company will reimburse CFOex for all reasonable
out-of-pocket expenses incurred in performing its duties hereunder not to exceed $15,000 without prior permission from the Company.

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APPENDIX III

Definitions

For
the purpose of this agreement,

Senior Debtmeans funds (i) received or to be received by the Company, or any entity acquired, or controlled by, or under common control with the
Company, in the form of revolving credit facilities, notes, term loans, lines of credit, offering lines, purchase and sale of accounts receivable facilities, or any other type of credit facility, for
which the Company or any entity acquired, or controlled, by or under common control with the Company, is obligated to repay the funds on a fixed schedule with interest on the unpaid balance thereof at
a fixed interest rate or a floating interest rate, without any profit participation or yield enhancement as a return on the repayment of the funds received by the Company, or any entity acquired, or
controlled by, or under common control with the Company, and (ii) for which the lender has a claim to the assets of the Company, or any entity acquired, or controlled by, or under common
control with the Company, superior or prior to the claim of the holders of Subordinated Debt.

Subordinated Debtmeans (a) funds (i) received or to be received by the Company, or any entity acquired, or controlled by, or under common
control with the Company, or for which the Company, or any entity acquired, or controlled by, or under common control with the Company, is obligated to repay the funds on a fixed schedule with
interest on the unpaid balance therefore at a fixed interest rate or a floating rate, and (ii) for which the lender does not have a senior claim to the assets of the Company, or any entity
acquired, or controlled by, or under common control with the Company, on parity with or prior to the claim of the holder-, of Senior Debt, or (b) funds (i) received or to be received by
the Company, or any entity acquired, or controlled by, or under common control with the Company, is obligated to repay the funds on a fixed schedule with interest on the unpaid balance thereof at a
fixed interest rate or a floating interest rate, and (ii) for which part of the overall return to the investor on these funds is anticipated to consist of a participation in the profits of the
Company and/or some other type of income enhancement (whether realized through equity warrants conversions of the debt to equity, or otherwise) which has the effect of raising the overall return on
these funds to the investors above the level that could be realized solely due to the receipt of stated interest income.

Equity
shall include, but not be limited to, common stock preferred stock, convertible stock, and the proceeds "from any joint venture agreement, including contributions by a joint venture partner
involving cash, stock, property, plant and equipment or any other assets, or asset sale,

Reverse Merger Considerationshall mean the aggregate consideration paid for all or a portion of the ABC stock plus the assumption or payoff of ABC
interest bearing debt in a stock transaction by a reverse merger partner or the purchase price paid for all or a portion of the ABC's net assets of the business (i.e., assets less
non-interest bearing liabilities) plus the assumption or payoff of ABC interest bearing debt if assets are acquired by a reverse merger partner. The aggregate consideration shall be deemed
to be the total amount received-upon consummation of the merger and shall include those amounts paid in cash, note, stock or other evidence of indebtedness and the assumption or payoff of
interest bearing debt. In the event that the consideration is paid in whole or in part in the form of securities, the value of such securities, for purposes of calculating CFOex's fee, shall be the
fair market value thereof as of the date of the purchase agreement. If such aggregate consideration may be increased by contingent payments such as an "earnout", or any other monetary agreement in the
transaction (e.g., non-compete agreement), the portion of CFOex's fee relating thereto shall be calculated and paid when and as such contingent payments or other monetary amounts are
received.

Total Considerationshall mean the purchase price paid for the stock plus the assumption or payoff of interest bearing debt if stock is sold or the
purchase price paid for the net assets of the business (i.e., assets less non-interest bearing liabilities) plus the assumption or payoff of interest bearing debt if assets are sold. Total
Consideration received by the Company shall include those amounts paid in cash, notes, stock or other evidence of indebtedness and the assumption or payoff of interest bearing debt. In the event that
the consideration is paid in whole or in part in the form of securities of the acquiring entity, the value of such securities, for the purposes of calculating CFOex's fee, shall be the fair market
value thereof as of the date of the purchase agreement. If such aggregate consideration may be increased by contingent payments such as an "earnout" or any other monetary agreement in the transaction
(e.g., non-compete agreement), the portion of CFOex's fee relating thereto shall be calculated and paid when and as such contingent payments or other monetary amounts are received.

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CFOex, Inc.
401 Henley Street
Suite 300, Mezzanine Level
Knoxville, TN 37902

August 17,
2002

PERSONAL & CONFIDENTIAL

Mr. Dean
Cannon
Chairman & Chief Executive Officer
Cannon Express, Inc.
1457 E. Robinson
Springdale, Arkansas 72764

Dear
Dean:

This
letter will serve as an amendment (the "Amendment") to the agreement dated July 23, 2002 (the "Agreement") between Cannon Express, Inc. ("Cannon" or the "Company") and
CFOex, Inc. ("CFOex") regarding the retention of CFOex as the exclusive financial advisor to Cannon.

Whereas, Cannon seeks CFOex's assistance in addressing its operations and immediate financial needs, including but not limited to, a liquidity, freight
rates, equipment utilization, driver standards, maintenance expense, as well as, in determining and potentially implementing one, or several, strategic alternatives, as they may be determined; and,

Whereas, Cannon acknowledges that the distressed nature of the Company does not permit a customary advisory relationship to address the depth and
breadth of its issues; and,

Whereas, Cannon acknowledges and accepts in full the presentation by CFOex of a Needs and Situational Assessment addressing the Company's operational
and financial challenges; and,

Whereas, Cannon desires to engage industry experienced executives to address its operations and immediate financial needs;

Therefore be it known, that Cannon hereby further engages CFOex and expressly agrees to the following terms and conditions which shall be an amendment
to and therefore become part of the Agreement to be fully incorporated therein.

CFOex's Role

Under
the Agreement, the Company engaged CFOex to: 1) initiate a Needs and Situational Assessment Analysis; 2) on a best efforts basis, to secure lenders and/or investors to permit the
Company to meet its immediate financing needs, and, 3) to determine with the Company and subsequently assist in executing a decided strategic direction focusing a sale or merger of the Company,
in the normal course of operations.

In
executing these contractual commitments, CFOex delivered the Needs and Situational Assessment by compiling a team of five professionals who assembled at the Company's Springdale facilities for the
required field work and making a presentation to the Company. CFOex advised the Company in regard to its immediate financing needs and provided guidance, counsel and document review, the result of
which was an immediate increase in free cash of approximately $1.9mm. These actions permitted Cannon to meet its cash commitments for another 30 to 45 days. Finally, the Company's serious
financial condition and poor base operations does not permit a developed strategic direction other than a decision based on some form of a cessation of operations and a resulting liquidation of
assets. Such a strategic direction was not contemplated in the Agreement.

Short
of a near-term decision to cease operations, the Company must take immediate actions to address its multiple operating and financial challenges.

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CFOex's Proposed Actions

CFOex
proposes that Cannon engage the firm via this Amendment and initiate a series of immediate actions focusing on:



CFOex's Fees

Given
the Company's immediate need to address its liquidity challenges as well as the need to install a Crisis Management Team, CFOex proposes the fee structure highlighted in Appendix I. These
fees are in addition to any and all fees associated with the Agreement.

Other Terms and Conditions

To
best perform the services contemplated herein, Cannon agrees to furnish or cause to be furnished to CFOex any and all such information as CFOex reasonably believes appropriate to the successful
execution of its engagement hereunder (all such information so furnished being the "Information"). The

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Company represents that all Information furnished to CFOex or its agents will be complete and correct in all material respects, to the best of its knowledge, and that until the expiration of CFOex's
engagement hereunder, the Company will advise CFOex immediately of the occurrence of any event or any other change known which results in the Information ceasing to be complete and correct in all
material respects. The Company recognizes and confirms that CFOex (a) will use and rely primarily on the Information and on information available form generally recognized public sources in
performing the services contemplated herein without having independently verified any of the same and (b) does not assume responsibility for accurateness or completeness of the Information and
such other information and (c) will not make an appraisal of any of the assets or liabilities of the Company.

Term of Engagement



Issuer
and Grantee agree and acknowledge that, notwithstanding any provision herein or in the Engagement Letter, the sole consideration payable by Issuer under the Engagement Letter, as amended
hereby, or for the services referred to therein consists of the payment by the Issuer of a $15,000 Needs and Situational Assessment Analysis Fee and the grant of options to acquire 1,500,000 shares of
the Issuer's common stock pursuant to option agreements dated the date hereof.

Indemnification

Cannon
will indemnify CFOex, (the term "CFOex" in this paragraph shall include CFOex, its employees, agents, including its counsel, and affiliates, and each of them) and hold CFOex harmless from and
against any loss, claim, damage, expense, liability or action or any right to reimbursement which might arise in connection with CFOex's assignment and involvement in this transaction, including
reimbursement for reasonable legal fees. The indemnity agreement contained in this paragraph, however, shall not extend to any loss, claim, damage, expense, liability or action or any right to
reimbursement if and at the extent that any such loss, claim, damage, expense, liability or action or any right to reimbursement arises by reason of gross negligence or willful misconduct.

CFOex
hereby expressly acknowledges and agrees that this agreement has been negotiated with Cannon Express, Inc. and that Cannon Express, Inc. is solely responsible to perform its
obligations hereunder. Without limiting the foregoing, CFOex hereby expressly acknowledges and agrees Mr. Dean Cannon shall have no personal obligation for performing any of duties or
obligations of Cannon Express, Inc. hereunder, and Mr. Dean Cannon shall incur no liability with respect to any such duties or obligations of Cannon Express, Inc. CFOex hereby
releases Mr. Dean Cannon from any liability or obligation to perform any duties or obligations hereunder.

Any
amendment, modification or other changes to this Amendment or the related Agreement must be in writing and signed by both parties to be enforceable. This Amendment will be governed by laws of the
State of Tennessee.

Please
indicate your acceptance of the foregoing by executing and returning the enclosed copy of this Amendment. We look forward to assisting Cannon with its operations.

|Bruce W. Jones
President
CFOex, Inc. |  | Dean Cannon
Chairman, Chief Executive Officer
Cannon Express, Inc.
|------------------------------------ |  | ------------------------------------------------------------------

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APPENDIX I

Crisis Management Fees

Reflecting
the need for the immediate actions contemplated by this Amendment, the following fees are required:



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