Task: Question Answering
Input (English): 1                                                                     EXHIBIT 10.4

             MARKETING AND TRANSPORTATION SERVICES AGREEMENT

  THIS AGREEMENT made in duplicate this 20 day of November, 1995.

B E T W E E N:

                         PUROLATOR COURIER LTD.                                 (Purolator)                                                                           - and -                                                            PARCELWAY COURIER SYSTEMS CANADA LTD.                          a subsidiary of Dynamex Inc.                                  (Dynamex)

  WHEREAS Purolator inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

  AND WHEREAS Dynamex inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

  AND WHEREAS Purolator's principal business activity is next day or multiple day service:

  AND WHEREAS Dynamex' principal business is sameday service;

  AND WHEREAS Purolator and Dynamex wish to cooperate, as independent contractors, in the marketing of their respective services and in the provision of those services to their respective customers;

  NOW THEREFORE in consideration of the mutual covenants contained in this Agreement, the Parties hereto agree as follows:

1.0  DEFINITIONS

1.1  The following words shall have the following meanings throughout this      Agreement:                 a)    Agreement means this Agreement and all Schedules annexed hereto,            as amended from time to time by the Parties;

  b)     Freight means any goods directed to one Party by the other for             pick up and/or delivery;

  c)     Force Majeure means

         i)      An Act of God;

         ii)     A strike, lock out or other labour disturbance;

2                                      - 2 -

         iii)     A war, revolution, insurrection, riot, blockade or any                      other unlawful act against public order authority;                                                                                               iv)      A storm, fire, flood, explosion, lightening or other                      hazardous weather condition;                                                   v)       Any Ministry of Transportation road closure or other acts                      of government or transport authorities which are beyond the                      control of the Parties;                                                        vi)      Any air traffic control delays, cancellations, reroutes or                      other acts of government, airport or aviation authorities,                      which are beyond the control of the Parties;                                                                             vii)     Any loss, hijacking, government seizure or diversion.

1.2     All references to currency in this Agreement shall be to Canadian         currency, unless otherwise indicated.

1.3     All references to days in this Agreement are references to calendar days         unless the reference is to business days, in which case business days          shall be interpreted as business days as designated in the Province of          Ontario.

2.0     TERM

2.1     This Agreement shall be effective from the date first above written and         shall continue indefinitely until terminated by either Party in          accordance with the provisions of this Agreement.

3.0     SCOPE OF SERVICES

3.1     Subject to the terms and conditions hereinafter set out, Purolator         agrees to do the following:

     i)     Offer sameday courier services to its customers under the                Purolator name and trade-mark;





     ii)    Tender to Dynamex all sameday courier service requests that it                receives;

     iii)   In connection with such sameday service requests, Purolator will                handle the customer request, will dispatch the pickup                 request to Dynamex, will be responsible for billing the customer                for the service and collecting the revenue and provide such sales                and marketing service, in conjunction with Dynamex, as may be                necessary;

     iv)    Will provide its next day and multiple day transportation                services to Dynamex' customers as may be required from time to                time, such services to be provided in accordance with the                service standards set out in Schedule A attached hereto, which                service standards may be amended from time to time;

3                                      - 3 -

     v)     In providing such next day or multiple day services, agrees to                provide customer service, dispatch, pickup and delivery, tracing                and tracking, together with joint sales and marketing efforts                with Dynamex, and will invoice Dynamex for the services provided                at the rates provided for herein.

3.2     Subject to the terms and conditions hereinafter set out, Dynamex agrees         to do the following:

     i)     Offer overnight courier services to its customers under the                Dynamex name and trade-mark;

     ii)    Tender to Purolator all overnight courier service requests that                it receives;

     iii)   In connection with such overnight service requests, will handle                the customer request, will dispatch the pickup request to                Purolator, will be responsible for billing the customer for the                 service and collecting the revenue and provide such sales and                 marketing service, in conjunction with Purolator, as may be                 necessary;

     iv)    Will provide its sameday transportation services to Purolator's                customers as may be required from time to time, such services to                be provided in accordance with the service standards set out                in Schedule B attached hereto, which service standards may be                amended from time to time;

     v)     In providing such sameday services, agrees to provide customer                service, dispatch, pickup and delivery, tracing and tracking,                together with joint sales and marketing efforts with Purolator,                and will invoice Purolator for the services provided, at the                 rates provided for herein.

3.3     For greater certainty, it is understood and agreed that either Party, in         providing the services referred in 3.1 and 3.2 above, may agree          to a variation of the services to be provided, including but not         limited to who shall provide pick up and delivery, tracking, tracing,         dispatch or other services.

3.4     Each Party agrees to provide the services outlined above at an on time         performance level of no less than ninety percent (90%) of the scheduled         delivery time, excluding delays caused by the other Party or events of          Force Majeure. Monthly, the performance level shall be measured as set          out above. Failure to provide services as set out herein constitutes a          Monthly Service Failure.

3.5     Except for the joint marketing efforts referred to in Section 3.1 (v)         above, Purolator agrees not to directly or indirectly solicit next day         or multiple day freight from existing sameday customers of Dynamex.             4 3.6    Except for the joint marketing efforts referred to in Section 3.1 (v)        above, Dynamex agrees not to directly or indirectly solicit overnight        freight from customers of Purolator.

3.7    Purolator agrees to tender to Dynamex all sameday service requests that        it receives.

3.8    Dynamex agrees to tender to Purolator all next day and multiple day        transportation requests to Purolator for delivery.

3.9    Dynamex agrees not to provide sameday delivery services for any other        provider of next day or multiple day courier services. It is understood        and agreed that Dynamex, from time to time and upon request, may provide        pick-up and/or delivery services for other next-day or multiple day        courier service providers, as part of their next-day and multiple day        service commitment, provided Dynamex' services will not result in the        provision of same day service to the customer of the provider of        next-day or multiple day courier service.





    Dynamex may continue to provide the same day service it currently        provides to Alltours customers, provided revenue to Dynamex from this        business does not exceed Five Thousand Dollars ($5,000.00) per month        provided there is no change in control, direct or indirect, in Alltours.

3.10   It is understood and agreed by the Parties that each Party presently        offers a number of services which are complementary to those provided        for herein, including but not limited to mail room management services        and building distribution services. In that regard, Dynamex offers        its services as Dynamex while Purolator offers its services under the        name Distribution Management Services Inc. or DMS. It is understood and        agreed that nothing in this Agreement shall prevent the Parties from        continuing to provide such services or their continued development of        such services/operations.

3.11   The Parties covenant and agree that this Agreement shall cover their        services throughout Canada and the United States of America. If either        Party desires to enter into an agreement with another party providing         for services similar to those provided for herein, in either Canada or        the United States of America or both, or to provide services similar to         those provided for herein without an agreement, then same can only be         done with the prior written consent of the other Party. It is understood        and agreed that Dynamex may enter into an Agreement with another party         to provide its services as described herein in the United States,         provided however that any such agreement shall not preclude or prevent         Dynamex from providing such Services to Purolator in the United States.

3.12   Attached hereto as Schedule C to this Agreement is the Operational        Plan for this Agreement. The Operational Plan details the obligations        and responsibilities of the Parties pursuant to this Agreement,        including but not limited to details as to the handling of freight, the        exchange of freight, customer service, billing, invoicing, track and

5        tracing responsibilities. Monthly, the Parties shall conduct operational         meetings to adjust co-ordination, operational planning and any other        requirements determined by the Parties from time to time.

4.0    RATES

4.1    Subject to all other terms and conditions of this Agreement, Purolator        shall pay to Dynamex the rates set forth in Schedule D.

4.2    Subject to all other terms and conditions of this Agreement, Dynamex        shall pay to Purolator the rates set forth in Schedule E.

5.0    PAYMENT PROCEDURES

5.1    Each Party shall invoice the other twice a month, effective the        fifteenth (15th) day and the last day of the month for services          rendered for the period since the last invoicing.

5.2    Every invoice shall be accompanied by supporting documentation to        substantiate same. Failure to provide such documentation shall result in        payment of only the invoiced amount which is supported by the        documentation.

    Any amounts invoiced which are not supported by documentation shall not        be paid until such time as documentation is provided by the invoicing        Party.

    It is understood and agreed that Bills of Lading will not be required as         supporting documentation.

5.3    Dynamex must forward all invoices in duplicate and required        documentation pertaining to this Agreement, to the attention of:

    Purolator Courier Ltd.        5995 Avebury Road, Suite 500        Mississauga, Ontario        L5R 3T8

    Attention: Finance

5.4    Purolator must forward all invoices in duplicate and required         documentation pertaining to this Agreement, to the attention of:

    Dynamex Express        2630 Skymark Avenue        Mississauga, Ontario        L4W 5A4

5.5    Every invoice shall be reviewed by the invoiced Party and subject to        paragraphs 5.2, shall pay the invoice net fifteen (15) days from the        date of invoicing. Invoices shall be delivered to the invoiced Party        within three (3) days of the date of invoicing.





6                                      - 6 -

5.6    Interest, at the prime rate then charged to commercial customers by the        Canadian Imperil Bank of Commerce (Toronto Main Branch), shall be        payable on all amounts overdue for thirty (30) days or more.

5.7    Any discrepancy in an invoice which is discovered by either Party may        result in the issuance of a debit note or credit note by the appropriate        Party, and notwithstanding any prior payment, the same shall be         accompanied by supporting documentation. Payment shall be made by the         appropriate Party net fifteen (15) days from receipt and acceptance of         the documentation.

5.8    (a)     The Parties acknowledge and agree that the Services to be                provided hereunder constitute the supply of freight                transportation services in the course of the continuous                movement of freight, also referred to as interlining.                Accordingly, the Services under this Agreement are zero-rated                for the purposes of the Goods and Services Tax (hereinafter                 referred to as GST) pursuant to Section 1 of Part VII of                Schedule VI of the Excise Tax Act, R.S.C. 1985, Chapter E-15,                as amended from time to time.

    (b)     In the event that GST or any other value added or sales taxes                are applicable at any time during the Term of this Agreement:

                 (i)    Either party shall be liable for the same, if                             applicable;

                 (ii)   Either Party shall identify such tax separately on                             each invoice; and

                 (iii)  Either Party's GST registration number shall                             appear on each invoice.

6.0    LIABILITY FOR LOSS OR DAMAGE

6.1    A Party shall be liable to the other for loss, damage or delay to        Freight due to its acts or omissions, including its negligence, and        those of its employees, agents and those for whom in law it is        responsible and occurring while Freight is in its care, custody or        control. For the purpose of this Agreement, Freight shall be considered        in the care, custody or control of a Party from the time it is tendered        to it by the other Party or the other Party's customer until the time of        its delivery to the other Party or the consignee, as intended. For        greater certainty, a Party shall not be liable hereunder if the Freight        is damaged solely as a result of improper packing.

6.2    A Party shall, in the event of loss, damage or delay to Freight while in        its care, custody or control, immediately notify the other Party of the         loss or damage, carry out an investigation of the incident to determine        the cause of such loss, damage or delay and shall within

7        thirty (30) days of the event of loss, damage or delay or knowledge of        such incident of loss, damage or delay, whichever is later, as the case        may be, report its findings to the other Party. All costs associated        with such investigation shall be the responsibility of such Party if the        loss, damage or delay was due to the acts or omissions or those of its        employees, agents or those for whom in law its is responsible;        otherwise, the costs shall be shared equally by the Parties hereto.

6.3    A party shall, for any loss, damage or delay to Freight while in its        care, custody or control, forthwith pay to the other Party the actual        damages suffered by such other Party. Such liability shall not exceed the        other Party's contractual liability to its customers. The Parties        acknowledge that their contract of carriage with their customers provides        that liability for loss, damage or delay, including liability for        consequential loss, is limited to Four Dollars and Forty One Cents        ($4.41) per kilogram or Two Dollars ($2.00) per pound unless a higher        value has been declared for insurance purposes.

7.0    SET-OFF

7.1    A Party shall pay to the other the full amount of any paid claim, loss        or damage for which it is liable within forty five (45) days following           presentation of supporting documentation. If a Party fails to pay        following presentation of supporting documentation then the other Party        shall have the right to deduct the amount of such claim, loss or damage        from any monies due or becoming due to the first Party by the second        Party.

8.0    INDEMNIFICATION

8.1    Each Party shall at all times indemnify and hold harmless the other, its        directors, officers, employees and any others for whom it may be        responsible in law, from and against all claims, including claims made        by the indemnifying Party's personnel under worker's compensation        legislation, demands, awards, judgments, actions and proceedings by        whomsoever made, brought or prosecuted in respect of loss of, damage to        or destruction of property (including loss or damage sustained by the        indemnifying party) or personal injury including death and from and        against any and all loss or, damage to or destruction of property,        expenses and costs (including legal fees and disbursements) suffered or        incurred by the indemnifying Party, its directors, officers, employees





    and any others for whom it may be responsible in law, arising out of or        in any way connected with the indemnifying Party, its directors,        officers, employees and any others for whom it may be responsible in law,        arising out of or in any way connected with the indemnifying Party        provision of Services under this Agreement and whether or not caused by        the indemnifying Party's negligence. Loss or damage sustained by the        indemnifying Party shall also include loss as a result of loss of use.

8                                      - 8 -

8.2    Notwithstanding anything contained herein to the contrary, the        indemnifying party's liability to the other hereunder shall not        exceed the insurance coverage set out in Section 9.0.

9.0    INSURANCE

9.1    Each Party shall purchase and maintain, at its own expense, the        following insurance coverages:

    (a)     cargo liability insurance, subject to a combined single limit of                not less than One Hundred Thousand dollars ($100,000.00)                inclusive per occurrence. The other Party shall be named as an                additional insured and the policy shall contain a cross                liability clause;

    (b)     automobile, non-owned automobile, fleet, comprehensive general,                public and property liability insurance with a limit of not less                than Two Million dollars ($2,000,000.00) inclusive of bodily                injury and property damage for any one occurrence arising out of                one (1) cause. The policy shall cover all non-air operations,                non-owned automobile, contractual liability and liability                specifically assumed under this Agreement. The other party shall                be named as an additional insured and the policy shall contain a                cross liability clause;

9.2    Each Party shall deliver to the other, prior to commencing to provide        the Services and thereafter, annually, a certificate or certificates of        insurance evidencing that the required insurance coverages as        provided for in paragraph 9.1 are in effect and that each Party shall be        given thirty (30) days prior written notice of cancellation or         expiry of or material change to such insurance coverages.

9.3    The Policies set out in paragraph 9.1 shall contain a waiver of        subrogation rights in favour of the other Party, its officers,        directors, employees and any others for whom it may be responsible in        law.

9.4    Each Party shall maintain the insurance coverages provided for in        paragraph 9.1 hereof, in full force and effect during the term of        this Agreement and covenants that nothing shall be done whereby any        policy will be cancelled and shall pay all renewal premiums thereon on or        before the due date and shall forthwith furnish the other Party with        copies of certificates of insurance of such renewals.

9.5    The policies set out in paragraph 9.1 shall not limit the insurance        required by municipal, provincial, federal or other law. It shall        be the sole responsibility of each Party to determine what additional        insurance coverages, if any, are necessary and advisable for its own        protection

9                                      - 9 -

    or to fulfil its obligations under this Agreement. Any such additional        insurance shall be provided and maintained by that Party at its own        expense.

9.6    Each Party shall ensure that any subcontractor or other party with whom        it contracts in providing the Services shall carry adequate        insurance coverage, but not less than that provided in paragraph 9.1.

10.1   COMPLIANCE WITH LAW

10.1   (a)     Each Party shall comply with all legislation directly or                indirectly applicable to the performance of its obligations                under this Agreement.

    (b)     Each Party shall notify the other at least thirty (30) days or                in any event as soon as possible, before any change is made in                its licences or operating authorities which may affect in any                way the performance of any of its obligations under this                Agreement.

11.0   PROTECTION OF FREIGHT

11.1   Each Party shall take all reasonable measures to ensure that Freight in        its care, custody or control is protected at all times from theft,        weather and all other damage or danger, and without restricting the        foregoing, shall ensure that:

    (a)     Freight is not kept out-of-doors except for purposes of loading                or off loading; and

    (b)     If at any time Freight is not under its complete visual and                physical control, it shall provide a secure storage area





            in a facility at its own cost.

12.0   SECURITY

12.1   Each Party shall ensure that all reasonable security and investigation        measures are implemented including but not limited to the provisions set        forth in Schedule F respecting the provision of Services.

12.2   Each Party shall implement and put in place security and investigation           procedures to ensure the protection and security of Freight. These        procedures shall include spot checks, inspections, reporting,        investigations and any other procedures to ensure not only that the        Services required by the other Party are provided but that the Services        are provided in accordance with industry standards.

10                                      - 10 -

13.0   DANGEROUS GOODS

13.1   The Parties acknowledge that the Transportation of Dangerous Goods Act,        S.C. 1992, c.34, as amended from time to time (hereinafter referred        to as the TDGA) prohibits transportation of any explosive, dangerous         or destructive substance, or anything likely to injure or damage property        or persons (hereinafter referred to as Dangerous Goods) unless the        requirements of the TDGA are met. The Parties agree that they only intend        for Dangerous Goods to be carried pursuant to this Agreement if the        requirements of the TDGA are met and both Parties are aware that such        goods are being carried. Notwithstanding the foregoing, the Parties agree        that neither Dynamex nor Purolator shall be under any obligation or duty        whatsoever to open for prior inspection any Freight tendered to Dynamex        pursuant to this Agreement. Neither Party shall be responsible for any        losses or damage whatsoever that may be sustained by the other Party, its        directors, officers, employees and any persons for whom it may become        responsible in law, as a result of any Dangerous Goods contained in        Freight unless such Party had actual prior knowledge of the presence of        Dangerous Goods. In the event a Party had actual prior knowledge of the        presence of Dangerous Goods, then it shall be liable for loss or damage        to the other Party if it would otherwise be liable under this Agreement        or at law.

13.2   Each Party must comply with the placarding and all other regulations        applicable to the handling of Dangerous Goods. The Parties agree to        maintain at their own expense a current Dangerous Goods Training        Certificate for both air and ground shipments for itself and its        operators during the term of this Agreement and to provide the other        Party with a copy of same upon execution of the Agreement and thereafter,        as the Parties request, failure of which may result in the termination of        this Agreement immediately by the other Party.

13.3   The Parties agree to ensure that their respective Dangerous Goods        Handling Procedures are compatible to ensure complete adherence with the        Legislation and Regulations. Each Party agrees to promptly advise the        other of any changes to its Dangerous Goods Handling Procedures.

14.0   RECORDS AND REPORTS    14.1   Each Party shall maintain performance reports, comparing actual to        scheduled departure and arrival times for Services provided. Such        reports shall be made available for review by the other Party and in        connection with same, a Party shall provide copies of all data and        records relating thereto.

11                                      - 11 -

14.2   Each Party shall maintain complete maintenance and operational records.

14.3   Each Party shall keep accurate books, accounts and records covering all         transactions relating to this Agreement, including books of original        entry, and upon request from the other Party, shall allow access to        same.

14.4   Either Party shall have the right to request the other to provide,        through an auditor agreed to by the Parties, validation of the        information and data referred to herein.

15.0   CONTINGENCY PLANS

15.1   In the event a Party is unable to provide the Services as a result of a        strike or other labour disruption caused by its employees, it shall              attempt to subcontract the Services to another operator or operators,        acceptable to the other Party. Such Services shall be provided by such        subcontractor/subcontractors on the same terms and conditions herein set        out and will be continued to be provided during the period of any such        strike or labour disruption, unless this Agreement is otherwise        terminated pursuant to the provisions of this Agreement. It is        understood and agreed that, if such Party provides the Services by        subcontracting to another operator/operators, then it shall be deemed        not to be in default pursuant to paragraph 17.1(c). Notwithstanding        same, all other default provisions as set out in paragraph 17, continue        to apply.





16.0   SERVICE FAILURE REMEDIES

16.1   In the event that Monthly Performance Failures occur more than three (3)        times in any twelve (12) month period, an Event of Default shall have         occurred.

17.0   DEFAULT PROVISIONS

17.1   For the purposes of this Agreement, the following shall constitute        events of default by a Party (hereinafter referred to as Events of         Default):

    (a)     if a petition is filed against it under any applicable bankruptcy                legislation and is not withdrawn or dismissed within sixty                (60) days thereafter;

    (b)     if a resolution is passed by it respecting the sale of all or                substantially all of its assets, or an order for the winding                 up of its business is made, or it otherwise agrees to make a                 bulk sale of it's assets;

    (c)     if it ceases or threatens to cease to carry on its business;

12                                      - 12 -

     (d)     if it commits or threatens to commit an act of bankruptcy, or                 if it becomes insolvent or bankrupt or makes an assignment or if                 a receiver or receiver manager is appointed in respect of its                 business and affairs of either by way of private instrument or                 through court proceedings;

     (e)     if a judgment or order is entered with respect to it under the                 Company Creditors Arrangement Act R.S.C. 1985, Chapter C-36, as                 amended, or similar legislation, or it takes advantage of the                 provisions of any bankruptcy or insolvency legislation;

     (f)     if any execution, or any other process of any court becomes                 enforceable against all or substantially all of it's property or                 if a distress or analogous process is levied against all or                 substantially all of its property;

     (g)     if it is in default as per paragraph 16.1 hereof; or

     (h)     if it otherwise neglects or fails to perform or observe any of                 its obligations under this Agreement and fails to cure the                 breach or default within thirty (30) days of written notice to                 the other Party.

17.2    Upon the occurrence of an Event of Default and in addition to any         rights or remedies available to it under this Agreement or at law or in         equity, the Party not in default may exercise any or all of the         following remedies:

     (a)     terminate this Agreement, upon giving one hundred and twenty                 (120) days written notice, otherwise upon written notice with                 respect to 17.1 (g) and (h);

     (b)     recover from the defaulting Party any and all monies then due                 and to become due; and

     (c)     take possession, immediately, without demand or notice, without                 any court order or other process of law, any and all of its                 property (including bags and containers) and Freight received by                 the defaulting Party under this Agreement.

17.3    Termination of this Agreement shall be without prejudice to any other         rights of the Party not in default, including the right to claim         damages, and to the rights of the Parties that have accrued prior to         termination.

17.4    In the event the Defaulting Party fails to pay any amount due pursuant         to paragraph 17.2, then the other Party shall have the right to deduct         same from any amount due or to become due to the defaulting Party.    13                                      - 13 -

18.0    PERFORMANCE PENALTIES

18.1    In the event a Party has, in any twelve (12) month period, more than         three (3) Monthly Performance Failures, then the defaulting Party shall         pay a penalty to the Party not in default, which the Parties acknowledge         is a pre-estimation of damages suffered by the non-defaulting Party due         to the current month's Monthly Performance Failure (Default Month).

     For each Default Month, the Party in default shall pay a penalty equal         to five (5) times the Party not in default's corporate average yield         during the Default Month for each shipment below the performance





     commitment.

     For example, if the defaulting Party, in a Default Month, provided         services at an eighty five percent (85%) level and the average yield for         the Default Month of the Party not in default is ten dollars ($10.00)         and the total number of shipments handled by the defaulting Party         pursuant to this Agreement is one hundred (100), then the penalty would         be equal to 5 x[(Performance Commitment - Actual Performance Level) x #         of shipments] x average yield or 5 x [(90-85) x 100] x 10 = $250.00.                                       100 19.0    TERMINATION WITHOUT CAUSE

19.1    Either Party may terminate this Agreement, without cause, by giving two         (2) years written notice.

19.2    In the event of a change in control of a Party, the other Party shall         have the right, upon written prior notice, to terminate this          Agreement.

20.0    NOTICE

20.1    Any notice or other communication with respect to this Agreement shall         be in writing and shall be effectively given if delivered, or sent         (postage or other charges prepaid) by letter, facsimile or electronic         means addressed:

     (a)     in the case of Purolator to:                                  Purolator Courier Ltd.                 5995 Avebury Road, Suite 500                 Mississauga, Ontario                 L5R 3T8                 Attention:

     (b)     in the case of Dynamex:

             Dynamex Inc.                 2630 Skymark Avenue                 Suite 610                 Mississauga, Ontario                 L4W 5A4    14                                      - 14 -

     or to any other address of which the Party in question advises to the         other Party in writing. Any notice that is delivered shall be deemed to         have been received on delivery; any notice sent by facsimile or         electronic means shall be deemed to have been received when sent and         receipt confirmed and any notice that is mailed shall be deemed to have         been received five (5) business days after being mailed. In the event of         a postal disruption, service to be effective must be delivered or sent         by facsimile.

21.0    REPRESENTATIONS AND WARRANTIES

21.1    Dynamex represents and warrants that:

     (a)     it has the capacity, power and lawful authority to enter into                 this Agreement and to fulfill any and all covenants set forth                  in this Agreement to be fulfilled by it;

     (b)     the terms of this Agreement are not in breach of any law,                 regulation, by-law, agreement, charter document or covenant by                 which Dynamex is governed or bound;

     (c)     all necessary licenses, permits, consents or approvals of,                 notices to or registrations with or the taking of any other                 action in respect of any governmental authority or agency                 required to be obtained or accomplished by Dynamex has been                 obtained or accomplished and are in good standing; and

     (d)     there are no pending or threatened actions or proceedings to                 Dynamex is a Party, or which is before any court or                 administrative agency, which might materially adversely affect                 the financial or other condition, business, assets, liabilities                 or operations of Dynamex or the ability of Dynamex to perform                 its obligations under this Agreement;

20.2    Purolator represents and warrants that:

     (a)     it has the capacity, power and lawful authority to enter into                 this Agreement and to fulfill any and all covenants set forth in                 this Agreement to be fulfilled by it;

     (b)     the terms of this Agreement are not in breach of any law,                 regulation, by-law, agreement, charter document or covenant by                 which Purolator is governed or bound;

     (c)     all necessary licenses, permits, consents or approvals of,                 notices to or registrations with or the taking of any other                 action in respect of any    15                                      - 15 -                   governmental authority or agency required to be obtained or                  accomplished by Purolator has been obtained or accomplished





             and are in good standing; and

     (d)     there are no pending or threatened actions or proceedings                 to which Purolator is a Party, or which is before any court                  or administrative agency, which might materially adversely                  affect the financial or other condition, business, assets,                  liabilities or operations of Purolator or the ability of                  Dynamex to perform its obligations under this Agreement;

22.0    FORCE MAJEURE

22.1    No Party hereto shall be in breach of this Agreement by reason of a          delay in the performance of, or failure to perform, any of its          obligations hereunder if such a delay or failure is a result of         an event of Force Majeure.          22.2    Each of the Parties hereto shall minimize, to the extent reasonably         practicable, the impact on either Party of any of the events of Force         Majeure in its performance of its obligations under this Agreement.

22.3    The Party invoking an event of Force Majeure shall immediately notify in         writing the other Party of such occurrence, whereupon the other Party         shall confirm in writing having received such notice of the occurrence         of an event of Force Majeure.

23.0    ASSIGNMENT

23.1    Neither Party shall sell, assign, subcontract, transfer or dispose of         this Agreement or any part thereof, without the prior written consent of         the other Party or otherwise enter into an agreement with any other         Party for Services contemplated herein.

23.2    The terms and conditions of any such subcontract shall respect the terms         and conditions of this Agreement and in all cases shall be of equivalent         or higher standards. Neither Party shall reveal the contents of this         Agreement; however a Party may enter into identical agreements with its         connectors, and/or subcontractors, as the case may be, with respect to         the terms and conditions of this Agreement, save and except rates.

24.0    ENTIRE AGREEMENT

24.1    This Agreement and all Schedules attached hereto, embody the entire         agreement of the Parties hereto and no representation, understanding, or         agreement, verbal or otherwise exists between the Parties except as         herein expressly provided.    16                                      - 16 -

24.2    The following order of precedence shall be given in the event of a         conflict between the documents comprising the Agreement:

     (a) Agreement         (b) Schedules, and          (c) the operating plan and any amendments thereto.

25.0    WAIVER

25.1    Failure of any Party to enforce or insist upon compliance with any of         the terms or conditions of this Agreement shall not constitute a general         waiver or relinquishment of any such terms or conditions but the same         shall be and remain at all times in full force and effect.

26.0    HEADINGS AND CAPTIONS

26.1    Headings and captions are inserted for each section of this Agreement         for convenience only and in no way define, limit or describe the scope         of intent of this Agreement, nor shall they have any effect in regard to         its interpretation.

27.0    AMENDMENTS

27.1    Unless otherwise provided herein, this Agreement shall not in any manner         be supplemented, amended or modified except by written instrument         executed on behalf of both Parties by their duly authorized         representatives.

28.0    SINGULAR/PLURAL

28.1    Whenever, in this Agreement, the context requires or permits the         singular number shall be read as if plural were expressed.

29.0    SEPARATE COUNTERPARTS

29.1    This Agreement may be executed in several counterparts, each of which,         when so executed, shall be deemed to be an original of this Agreement         and such counterparts together shall constitute but one and the same         instrument.

30.0    TIME

30.1    Time shall, in all respects, be of the essence in each and every of the         terms, covenants, obligations and conditions in this Agreement.

31.0    SEVERABILITY





31.1    In the event that any provision of this Agreement is invalid,         unenforceable or illegal, then such provision shall be severed from this         Agreement and this Agreement shall be read as if such provision were not         part of this Agreement and provided such severance does not    17                                      - 17 -

     substantially frustrate the intention of this Agreement, such invalidity         or unenforceability or illegality shall not affect any other provision         of this Agreement.

32.0    BINDING EFFECT

32.1    This Agreement shall enure to the benefit of and be binding upon the         Parties hereto, successors and assigns.

33.0    RELATIONSHIP OF THE PARTIES

33.1    The Parties recognize that they operate as an independent business and         declare that nothing in this Agreement shall be construed as creating a         relationship of employment, joint venture, partnership or agency between         Purolator and Dynamex, and no act or omission of either Party shall bind         or obligate the other except as expressly set forth in this Agreement.         The Parties agree that no representation will be made or acts undertaken         by either of them which could establish or imply any apparent         relationship of agency, partnership, joint venture or employment and         neither Party shall be bound in any manner whatsoever by any agreements,         warranties, representatives or actions of the other Party to such         effect.

34.0    CONFIDENTIAL INFORMATION

34.1    The Parties recognize that this Agreement contains information which is         commercially sensitive and agree to keep the entire contents of this         Agreement confidential and not to make any disclosures to any third         Parties (other than their professional and financial advisers who agree         to be bound by this provision) unless required by law to do so or unless         prior written consent is obtained from the other Party.      35.0    TRADE-MARKS

35.1    Each Party's trade-marks, distinctive colours and designs used in         connection with the Services shall remain at all times during the term         of this Agreement and on the expiration or termination thereof, the         exclusive property of each Party and any benefit associated with such         use shall accrue solely to that Party. Each Party shall use the other         Party's trade-mark, distinctive colours and designs only with the         prior written consent of the other Party and only in connection with the         services provided hereunder.

36.0    LAW OF THE AGREEMENT

36.1    This Agreement shall be governed and construed in accordance with the         laws of the Province of Ontario. All legal proceedings arising out of         this Agreement shall be brought in a court of competent jurisdiction in         the Province of Ontario, and each of the Parties hereby attorn to the         jurisdiction of such court with respect to such proceedings.    18                                      - 18 -

37.0    REMEDIES

37.1    All remedies herein are cumulative and are in addition to, not in lieu         of, any remedies provided at law or in equity.

38.0    PUBLIC ANNOUNCEMENT

38.1    The content and timing of any public announcement, press release or         publication of any kind regarding this Agreement shall be mutually         agreed to by the Parties, except disclosures required by applicable law,         in which case advance notice will be given to the other Party.

39.0    ARBITRATION

39.1    If at any time a dispute arises between the Parties hereto which cannot         be resolved by agreement among the Parties, or if the Parties are unable         to agree on any matter that requires their mutual agreement hereunder,         the dispute or matter shall be submitted to arbitration as provided in         this Article by any Party hereto giving written notice to the other         Party (the Notice to Arbitrate). The Notice to Arbitrate shall contain         a concise description of the matter submitted for arbitration.

39.2    The Parties hereto shall within ten (10) business days of receipt of         the Notice to Arbitrate jointly appoint a single arbitrator. If the         Parties fail to appoint an arbitrator who shall jointly select a third         arbitrator within ten (10) days, failing which same shall be designated         by the President of the Arbitrators' Institute of Canada Inc. upon the         request of either Party.

39.3    The arbitration shall take place in the Municipality of Metropolitan         Toronto and shall be governed by the provisions of the Arbitration Act.

39.4    The determination of the arbitrator shall be in writing and shall be         final and binding upon the Parties hereto.

39.5    The cost of the arbitration shall be borne by the Parties hereto





     equally.

39.6    Submission to the arbitration under this Article shall be a condition         precedent to the bringing of any action with respect to this Agreement.

40.1    LANGUAGE

40.1    The Parties have expressly requested that this Agreement be written in         the English language.

     Les Parties ont specifiquement requis que la presente entente soit         redigee en langue anglaise.    19                                      - 19 -

41.0    REPUTATION

41.1    In the event a Party has committed or shall commit any material act, or         has or does become involved in any material situation or occurrence         bringing either Party into public disrepute, contempt, scandal or         ridicule, or shocking, insulting or offending potential customers of         either Party or any racial, religious or ethnic, age or gender group, or         reflecting unfavourably on either Party's reputation or their products         or services, then the other Party may terminate this Agreement upon         giving such notice as it deems appropriate. The non-offending Party's         decision on such matter arising hereunder shall be based on its judgment         as to whether or not the act or involvement of the offending Party has         materially harmed or may be materially harmful to the Parties, their         products, services or trademarks, in any respect, acting bona fidely.

42.0    NON-COMPETITION

32.1    In the event this Agreement is terminated pursuant to the provisions of         paragraph 17, then the Party in default shall not enter into an         agreement with any other Party to provide services similar to those         provided herein or to provide its services similar to those provided for         herein without an agreement, for a period of six (6) months from the         effective date of termination.

42.2    In the event this Agreement is terminated pursuant to the provisions of         paragraph 19.2, then the Party whose control has changed shall not         enter into an agreement with any other Party to provide services similar         to those provided herein or to provide its services similar to those         provided for herein without an agreement, for a period of twelve (12)         months from the effective date of termination.

The Parties have executed this Agreement as of the day, month and year first above written by their proper officers duly authorized on that behalf.

                             PARCELWAY COURIER SYSTEMS CANADA LTD.

                             Per:  (ILLEGIBLE)  11/20/95      c/s                                     -----------------------------

                             Per:                             c/s                                     -----------------------------

                             PUROLATOR COURIER LTD.

                             Per:   (ILLEGIBLE)               c/s                                     -----------------------------

                             Per:   (ILLEGIBLE)                                                   -------------------------------- 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Output (English): 19106