EXHIBIT 4.12 July 31, 2001 Schneider Securities, Inc. 1120 Lincoln Street Suite 900 Denver, CO 80203-2138 Re: Financial Consulting and Investment Banking Agreement dated January 11, 2001 Gentlemen: This letter will confirm our mutual agreement to...

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                                                                    EXHIBIT 4.12

July 31, 2001

Xxxxxxxxx Securities, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000-0000

Re: Financial Consulting and Investment Banking Agreement dated January 11, 2001

Gentlemen:

         This letter will confirm our mutual agreement to cancel the above
agreement. No payments have been made under the agreement, and no warrants have
been issued.

         Please sign the attached copy of this letter to indicate your agreement
with this cancellation.

                                        Sincerely,

                                        ELITE LOGISTICS, INC.

                                        By:  /s/ XXXXXX X. XXXXX
                                             -----------------------------------
                                             Xxxxxx X. Xxxxx, President and CEO

We agree to the termination of the agreement.

                                        XXXXXXXXX SECURITIES, INC.

                                        By:  /s/ XXXXXX X. X'XXXXXX
                                             -----------------------------------
                                             Xxxxxx X. X'Xxxxxx, President