EMPLOYMENT CONTRACT
 
     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made SEPT 9,  1998, by and
between U. S. Trucking, Inc., a Colorado corporation, with its general office
located at 3125 Ashley Phosphate Road, Suite 128, N. Charleston, SC 29418 and
John Ragland, residing at 1741 Middle St., Sullivan's Island, SC  29482 (the
"Employee"), who hereby agree as follows:

     1.   Employment Agreement

     Upon the terms and subject to the conditions contained in this Agreement,
the Company hereby employs the Employee, and the Employee hereby accepts
employment by the Company.

     2.   Term of Employment

     The term of the Employee's employment by the Company under this Agreement
shall be for three (3) years commencing on Sept.9, 1998, and ending Sept. 9,
2001.

     3.   Services

     The Employee shall be employed as the Chief Financial Officer and Vice
President of Finance of the Company.  The Employee shall have full authority,
responsibility and control of all accounting and financial matters of the
Company and its subsidiaries and the policies and practices adopted, in good
faith and reasonableness, from time to time by the Board of Directors.
Employee shall devote his best efforts and his full business and professional
time to the faithful fulfillment of his duties hereunder.  Employee shall have
his principal office located in Charleston, SC.
 
     4.   Compensation

     The Employee shall receive an annual salary of not less than Seventy-five
Thousand dollars ($75,000) during the term of this Agreement payable in
accordance with the Company's general policies for payment of compensation to
its salaried personnel.  In addition, the Employee shall receive annual
increases of not less than 3%.

     5.   Fringe Benefits and Perquisites

     The Employee shall be entitled to all fringe benefits and perquisites
that may be provided generally for the most senior executive officers of the
Company pursuant to policies established from time to time by the Company's
Board of Directors, including, but not limited to, a company car and all
vehicle expenses incurred on company business; annual vacations of not less
than two (2) weeks per year; and participation in the Company family medical
plan, pension plan, and profit sharing plan.

     6.   Reimbursements

     The Employee shall be reimbursed  for all direct and substantiated
out-of-pocket expenditures duly made by him on the Company's behalf in the
performance of his services under this Agreement, subject to timely reporting
requirements imposed from time to time by the Company's Board of Directors.





     The Employee shall be reimbursed for the cost of relocating to the
Company's general offices in Charleston, SC. The method of reimbursement shall
be monthly at a rate of $134.00 per month starting on Oct. 19, 1998 and for
the next consecutive 11 months on the 19th of each month.

     7.   Covenant Not to Compete

     During the term of this Agreement, Employee shall not directly or
indirectly (on his behalf or as an agent, employee, officer, director,
partner, shareholder, or other owner), loan money or credit to, own any
interest in, engage in, or otherwise participate in a business directly
competitive with the Company's operations and business as conducted by the
Company prior to the termination of Employee's employment, nor shall Employee
interfere with, disrupt or attempt to disrupt the relationship, contractual or
otherwise, between the Company and any customer, client, supplier, consultant
or employee of the Company.

     8.   Termination of Employment by Employer

     Notwithstanding anything contained in this Agreement to the contrary,
this Agreement may be terminated by the Company at any time on or after the
occurrence of any of the following events:
 
          8.1  Disability - Employee is unable to perform his duties hereunder
for more than sixty (60) consecutive days or ninety (90) days within a
consecutive twelve (12) month period as a result of his becoming disabled.
"Disabled" shall mean the inability of the Employee, due to mental of physical
disability certified by a physician selected by the Company and reasonably
satisfactory to the Employee, to substantially perform his duties hereunder.
The Employee shall make himself available for examination by such physician
upon reasonable request.
 
          8.2  Fraud - Employee is found guilty by a court of competent
jurisdiction of fraud or dishonest in the performance of his duties under this
Agreement.
 
          8.3  Crime - Employee is convicted of a felony.
 
          8.4  Death - Employee dies

          8.5  Substance Abuse - Employee is found intoxicated or under the
influence of illegal drugs or other similar substance while performing his
duties under this Agreement during regular working hours.
 
     9.   Complete Agreement

     This document contains the entire agreement between the parties and
supersedes any prior decision, negotiations, representations or agreements
between them respecting employment of the Employee.  No alterations, additions
or other changes to this Agreement shall be binding unless made in writing and
signed by both parties to this Agreement.

     10.   Governing Law

     This Agreement shall be governed by and interpreted in accordance with
the internal laws of the State of South Carolina.

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Dated:  As of September 8, 1998

U.S. TRUCKING, INC.

By: /s/ Danny Pixler                   /s/ John Ragland
Title: President                       John Ragland


















































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