SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this "Agreement"), dated September 8, 1999, is
made between and among Matlack DE, Inc., Matlack, Inc., Specialized Dedicated
Fleets, Inc., successor by merger to Safeway Chemical Transportation, Inc.,
Brite-Sol Services, Inc., Matlack Leasing, Inc., Super Service, Inc (each
individually and collectively referred to as the "Grantor"), jointly and
severally, and FIRST UNION NATIONAL BANK, a national banking association, as
agent for the Banks (in such capacity, and together with its successors as agent
for the Banks, the "Collateral Agent").

                                    RECITALS

     WHEREAS, Grantor is a party to that certain Credit Agreement dated as of
August 19, 1998 between and among Grantor, the banking institutions signatories
thereto and First Union National Bank, a national banking association, as agent
for the Banks (as amended, restated, modified, renewed, supplemented or extended
from time to time, the "Credit Agreement").

     WHEREAS, pursuant to Section 9.01 of the Credit Agreement, the Banks have
required and Grantor has agreed to grant a security interest as herein provided;

     WHEREAS, the Banks have requested a security interest as permitted under
the Credit Agreement;

     NOW, THEREFORE, for and in consideration of any loan under the Credit
Agreement and any other loan or advance (including any other loan or advance by
renewal or extension) heretofore or hereafter made to Grantor by the Banks, the
parties hereto agree as follows:

     1. DEFINITIONS. Terms used herein and capitalized which are defined in the
Credit Agreement shall have the meanings ascribed to them therein. In addition,
when used herein, the following terms shall have the following meanings:

     "Assignee Deposit Account" shall have the meaning given to such term in
     Section 9 hereof.

     "Assigned Vehicle" means a Vehicle as to which Grantor shall have executed
     and delivered to the Collateral Agent a Mortgage on the Vehicle in form and
     substance as required by this Agreement.

     "Collateral" shall mean all property or rights in which a security interest
     is granted hereunder.

     "Contract Right" shall mean any right of Grantor to payment under a
     contract for the sale or lease of goods or the rendering of services, which
     right is at the time not yet earned by performance.

     "Default" has the meaning given such term in Section 12 hereof.


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     "General Intangibles" shall have the meaning given to such term in the
     Pennsylvania Commercial Code, provided, that "General Intangibles" shall
     include, without limitation, inventions, designs, patents, patent
     applications, trademarks, trademark applications, trade names, trade
     secrets, goodwill, copyrights, registrations, licenses, franchises,
     customer lists, tax refunds claims, rights to indemnification and rights
     under warranties.

     "Liabilities" shall mean all Obligations of Grantor to the Banks under the
     Credit Agreement, and all obligations of Grantor to the Collateral Agent
     hereunder, howsoever created, arising or evidenced, whether direct or
     indirect, absolute or contingent, now or hereafter existing or due or to
     become due and all other obligations of Grantor to the Banks or either of
     them, howsoever created arising or evidenced, whether direct or indirect,
     absolute or contingent, or now or hereafter existing, or due or to become
     due.

     "Mortgage" shall mean a supplement to this Agreement confirming the
     granting of a. security interest in one or more Vehicles to the Collateral
     Agent, as collateral security in the form of Exhibit A hereto.

2. GRANT OF SECURITY INTEREST. As security for the payment of all Liabilities,
Grantor hereby assigns to the Collateral Agent, and grants to the Collateral
Agent for its benefit and the ratable benefit of the Banks, a continuing
security interest in, the following property and rights of Grantor, to the
extent owned by the Grantor, whether now or hereafter existing or acquired:

     a.   all Assigned Vehicles now or hereafter listed in any Mortgages from
          time to time executed pursuant to this Agreement, whether such
          property listed in such Mortgages constitutes machinery, equipment or
          inventory of Grantor, together with all accessions thereto or other
          property attached thereto or used in connection therewith;

     b.   all other Vehicles of Grantor, not subject to any other perfected
          contractual lien or security interest at the time of purchase by
          Grantor;

     c.   to the extent related only to the property described in the preceding
          clauses (a) and (b) and not included therein or covered thereby, all
          Contract Rights, chattel paper, instruments, documents and money and
          General Intangibles of Grantor;

     d.   any and all balances, credits, deposits (general or special, time or
          demand, provisional or final), accounts or moneys of or in the name of
          Grantor now or hereafter with the Banks or the Collateral Agent and
          any and all property of every kind or description of or in the name of
          Grantor now or hereafter, for any reason or purpose whatsoever, in the
          possession or control of, or in transit to, the Banks, the Collateral
          Agent, or any other agent or bailee for the Banks;

     e.   to the extent related to the property described in clauses (a) through
          (d) above, all books, correspondence, credit files, records, invoices
          and other papers and documents, including, without limitation, to the
          extent so related, all tapes, cards,


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          computer runs, computer, programs and other papers and documents in
          the possession or control of Grantor or any computer bureau from time
          to time acting for Grantor, and, to the extent so related, all rights
          in, to and under all policies of insurance, including claims of rights
          to payments thereunder and proceeds therefrom, including any credit
          insurance; and

     f.   all proceeds and/or products, and/or substitutions and replacements,
          for or of any of the foregoing.

3. MAINTENANCE OF FINANCED PROPERTY. Grantor shall keep and maintain or cause
each lessee to keep and maintain the Assigned Vehicles and other Vehicles
pledged hereunder in first-class condition.

4. OWNERSHIP OF COLLATERAL, TRANSFERS. Except for the Lien created hereunder and
under the Mortgages executed and delivered pursuant to this Agreement, Grantor
is or will be the owner of the Assigned Vehicles and the other Collateral, free
from all Liens, except for Permitted Liens and will defend the Collateral
against all claims and demands of all persons at any time claiming the same or
any interest therein.

5. INSPECTION OF COLLATERAL. Grantor shall at all reasonable times and from time
to time, permit each Bank and the Collateral Agent, their respective officers,
employees and designees, to inspect and evaluate the Vehicles, including the
Assigned Vehicles, and other Collateral in its possession, and to inspect,
audit, make copies of and extracts from all records and all other papers in the
possession of Grantor which relate to the Collateral and will, upon request of
the Banks or the Collateral Agent, deliver all of such records and papers which
pertain to the Collateral.

6. USE OF VEHICLES. Grantor shall use the Collateral only in a lawful manner not
inconsistent with this Agreement, the Credit Agreement and the Loan Documents
and terms and conditions of any policy of insurance regarding the Assigned
Vehicles.

7. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Grantor hereby represents and
warrants:

     a.   that the execution and delivery of this Agreement and each of the
          Mortgages, and the fulfillment of compliance with the terms and
          provisions hereof or thereof, will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the Articles
          of Incorporation or the By-Laws of Grantor or of any bond, debenture,
          note, mortgage, indenture, agreement or other instrument to which
          Grantor is a party or by which it or its property may be bound, or
          constitute (with the giving of notice or the passage of time or both)
          a default thereunder, or result in the creation or imposition of any
          Lien, of any nature whatsoever upon the Collateral pursuant to the
          terms of any such agreement or instrument;


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     b.   that no event has occurred which is or with notice or the passage of
          time would be a Default hereunder;

     c.   this Agreement has been duly executed and delivered by Grantor and
          constitutes the legal, valid and binding obligation of Grantor
          enforceable against Grantor in accordance with its terms and the grant
          of the security interest in the Collateral existing on the date hereof
          constitutes, and, as to subsequently acquired Collateral, will
          constitute, a valid and perfected first and prior Lien and security
          interest, superior to the rights of any other person in and to the
          Collateral;

     d.   all such action as is necessary has been taken to establish and
          perfect the Collateral Agent's rights in and to the Collateral and all
          financing statements relating thereto have been duly submitted for
          filing, recordation and/or registration in each office and in each
          Jurisdiction where required, and all notations have been made on any
          certificate of title, if any, issued in respect of any part of the
          Collateral where such notation is required in order to create and
          perfect the first lien and security interest described above, and
          except as provided above, no action by or with any governmental
          authority is required in connection with the execution, delivery and
          performance of this Agreement and the grant of the security interest
          contemplated hereby;

     e.   all information with respect to Collateral set forth in any Mortgage,
          schedule, certificate or other writing at any time heretofore or
          hereafter furnished by Grantor to the Banks or the Collateral Agent,
          and all other written information heretofore or hereafter furnished by
          Grantor to the Banks or the Collateral Agent is and will be true and
          correct as of the date furnished;

     f.   none of the Collateral is a fixture under applicable law or is
          attached or to be attached to realty in any manner which might
          materially adversely affect the collateral value to the Banks of such
          Collateral or materially adversely affect Grantor's ownership of or
          interest in such Collateral.

8. ADDITIONAL COVENANTS. Grantor agrees:

     a.   to keep the Collateral free and clear of all Liens whatsoever, except
          those created by this Agreement or Permitted Liens and to pay all
          charges, including without limitation, all taxes and assessments
          levied or assessed against Grantor, which if unpaid would constitute a
          Lien on the Collateral or any portion thereof. Grantor shall not be
          required to pay or discharge any such charges, taxes or assessments so
          long as it shall in good faith and by appropriate legal proceedings,
          contest the validity thereof in any reasonable manner provided that
          non-payment of such disputed taxes will not affect or endanger, the
          Collateral Agent's security interest in the Collateral pursuant to
          this Agreement, or result in the imposition of a Lien on the
          Collateral;


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     b.   will upon request of the Collateral Agent, deliver lists specifically
          identifying all Collateral and execute Mortgages with respect to all
          Vehicles constituting Collateral;

     c.   will, upon request of the Collateral Agent, execute such financing
          statements and other documents (and pay the cost of filing or
          recording the same in all public offices deemed necessary by the
          Collateral Agent) and do such other acts and things, all as the
          Collateral Agent may from time to time request, to establish and
          maintain a valid security interest in the Collateral (free of all
          other Liens, claims and rights of third parties except for Liens
          permitted by Section 4 hereof) to secure the payment of the -------
          Liabilities, including, without limitation if necessary to perfect a
          security interest, depositing with the Collateral Agent any
          certificate of title issuable with respect to any of the Collateral
          and noting thereon the security interest hereunder. Grantor agrees
          that any carbon, photographic or other reproduction of this Agreement
          or of any such Mortgage or financing statement shall be sufficient for
          filing as a financing statement;

     d.   that all accessions which become attached to or part of any Collateral
          shall become subject to the terms of this Agreement and shall
          constitute part of the Collateral which secures payment of the
          Liabilities and shall not be subject to any other lien, claim, or
          encumbrance in favor of any other party except Permitted Liens;

     e.   that Grantor will not remove its records concerning the Collateral
          from the address listed in on the first page of this Agreement except
          to a jurisdiction where the Uniform Commercial Code shall be in
          effect, and upon 30 days' prior written notice to the Banks and the
          Collateral Agent;

     f.   that Grantor shall not permit any of the Collateral to be or to become
          fixtures under applicable law;

     g.   to reimburse the Banks and the Collateral Agent upon demand for all
          reasonable costs and expenses, including reasonable fees of attorneys
          for the Banks and the Collateral Agent (who may be employees of the
          Bank and the Collateral Agent) and legal expenses, incurred by the
          Banks and the Collateral Agent in seeking to collect or enforce any
          rights under the Collateral and, in case of Default, in seeking to
          collect each Note and all other Liabilities and to enforce rights
          hereunder, including expenses of any repairs to any realty or other
          property to which any of the Collateral may be affixed or be a part;

     h.   to reimburse the Banks and the Collateral Agent upon demand for all
          reasonable costs and expenses incurred by the Banks and the Collateral
          Agent, their respective agents or designees in the course of the
          evaluations audits and extractions referred to in Section 5;


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     i.   to furnish, at the request of either Bank at monthly intervals, such
          information concerning the Collateral to the Banks and the Collateral
          Agent as may be requested, including, without limitation, with respect
          to the period for which such report is made, a description of all net
          proceeds received from the sale destruction, commandeering,
          conversion, loss of or damage to, or use of, attachment, or insurance
          on or with respect to the Collateral;

     j.   to cause the insurance arrangements required by the Credit Agreement
          to be for the benefit of Grantor and the Collateral Agent as their
          interests may appear (the Collateral Agent's interest to be for the
          benefit of itself and the Banks), provided that all insurance policies
          shall provide for ten (10) days written minimum cancellation notice to
          Grantor and the Collateral Agent, and provided further, that after a
          Default in the event of such cancellation and failure on the part of
          Grantor to provide adequate insurance arrangements satisfactory to the
          Banks and the Collateral Agent, the Collateral Agent, may at its
          option provide such insurance and charge the cost thereof to Grantor
          as provided for elsewhere in this Agreement; and

     k.   not use any mobile goods outside the territorial limits of the United
          States, Mexico and Canada unless the Collateral Agent shall otherwise
          consent in writing.

The Collateral Agent may from time to time, at its option after a Default,
perform any agreement of Grantor hereunder which Grantor shall fail to perform
and take any other action which the Collateral Agent deems necessary for the
maintenance or preservation of any of the Collateral or its interest therein,
and Grantor agrees to forthwith reimburse the Collateral Agent for all expenses
in connection with the foregoing, together with interest thereon at the Default
Rate, from the date incurred until reimbursed by Grantor.

9. RIGHTS OF COLLATERAL AGENT.

     a.   Grantor hereby irrevocably constitutes and appoints the Collateral
          Agent and its agents as its attorney in fact with full power and
          authority either in its own name or in the name of Grantor to take any
          and all appropriate action and to execute any and all documents and
          instruments which may be necessary or desirable to accomplish the
          purposes of this Agreement including without limitation, the foregoing
          appointment authorizes the Collateral Agent without notice to or
          assent by Grantor, to do the following: (i) after a Default, to
          endorse any loss payment or returned premium check and to make, settle
          and release any claim under any insurance policy with respect to any
          Collateral; (ii) after a Default, to file any claim or take any other
          action or proceeding in any court of law or equity for the purpose of
          collecting any and all monies due under or with respect to any of the
          Collateral; (iii) after a Default, to file a financing statement
          signed only by the Collateral Agent with respect to this Agreement in
          accordance with the Uniform Commercial Code or signed by the
          Collateral Agent as attorney in fact for Grantor; (iv) after a
          Default, upon the occurrence and continuance of a failure by Grantor
          to do so, to pay or discharge


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          taxes, liens, security interests or other encumbrances levied or
          placed on or threatened against the Collateral, to effect any repairs
          or any insurance called for by the terms of this Agreement or the
          Credit Agreement and to pay all or any part of the premiums therefor
          and the cost thereof; (v) after a Default, to receive payment of and
          receipt for any and all monies claims and other amounts due and to
          become due at any time in respect of or arising out of any Collateral;
          (vi) after a Default, to commence and prosecute any suits, actions or
          proceedings at law or in equity in any court of competent jurisdiction
          to collect the Collateral or any part thereof and to enforce any other
          right in respect of the Collateral; (vii) after a Default, to settle,
          compromise or adjust any suit, action or proceeding described above
          and, in connection therewith, to give such discharges or releases as
          the Banks may deem appropriate; and (viii) after a Default, generally
          to sell, transfer, pledge, make any agreement with respect to or
          otherwise deal with any of the Collateral as fully and completely as
          though the Collateral Agent were the absolute owner thereof for all
          purposes, and to do, at the Collateral Agent's option, at any time, or
          from time to time, all acts and things which the Collateral Agent
          deems necessary to protect, preserve or realize upon the Collateral
          and the Collateral Agent's security interest therein in order to
          effect the intent of this Agreement, all as fully and effectively as
          Grantor might do. Grantor hereby ratifies all that said attorneys
          shall lawfully do or cause to be done by virtue hereof. This power of
          attorney is a power coupled with an interest, shall be irrevocable and
          shall terminate only upon payment in full of the Liabilities and the
          termination of this Agreement. The powers conferred on the Collateral
          Agent hereunder are solely to protect the Collateral Agent's interests
          in the Collateral and shall not impose any duty upon it to exercise
          any such powers. Any insurance premiums, taxes, assessments, charges,
          and other amounts so paid by the Collateral Agent shall constitute
          part of the Liabilities payment of which shall be secured by the
          Collateral and shall be payable on demand by Grantor. The Banks and
          the Collateral Agent shall be accountable only for amounts that are
          actually received as a result of the exercise of such powers, and
          neither the Banks, the Collateral Agent nor any of their respective
          officers, directors, employees or agents shall be responsible to
          Grantor for any action taken or omitted to be taken in good faith or
          in reliance on the advice of counsel except for their own gross
          negligence or willful misconduct.

     b.   After a Default, unless otherwise consented to by the Collateral
          Agent, Grantor will forthwith, upon receipt, transmit and deliver to
          the Collateral Agent, in the form received, all cash, checks, drafts,
          chattel paper and other instruments or writings for the payment of
          money (properly endorsed, where required, so that such items may be
          collected by the Collateral Agent) which may be received by Grantor at
          any time in full or partial payment or otherwise as proceeds of any of
          the Collateral. Any such items which may be received by Grantor after
          such request by the Collateral Agent will not be commingled with any
          other of its funds or property, but will be held separate and apart
          from its own funds or property and upon express trust for the Banks
          until delivery is made to the Collateral Agent.


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     c.   All items or amounts which are received by the Collateral Agent after
          a Default from Grantor or any other party on account of partial or
          full payment or otherwise as proceeds of any of the Collateral shall
          be deposited to the credit of a deposit account (herein called the
          "Assignee Deposit Account") of Grantor with the Collateral Agent, as
          security for payment of the Liabilities. Grantor shall have no right
          to withdraw any funds deposited in the Assignee Deposit Account.
          Either Bank may, from time to time, in its discretion, and shall upon
          request of Grantor made not more than once in any week, direct the
          Collateral Agent to transfer all or any of the then balance,
          representing collected funds, in the Assignee Deposit Account ratably
          to the Banks, who shall promptly apply such funds, first, toward
          payment of the Liabilities under the Credit Agreement, the Loan
          Documents and this Agreement, and, second, toward payment of any other
          Liabilities, whether or not then due, in such order of application as
          the Banks may determine, and the Banks may, from time to time, in
          their discretion, direct the Collateral Agent to release all or any of
          such balance to Grantor. The Collateral Agent is authorized to
          endorse, in the name of Grantor, any item, howsoever received by the
          Collateral Agent, representing any payment on or other proceeds of any
          of the Collateral.

10. THE COLLATERAL AGENT.

     The Banks and the Collateral Agent agree among themselves as follows:

     a.   Responsibilities and Duties of Collateral Agent.

          i.   The Collateral Agent shall have no duties or responsibilities
               except those expressly set forth in this Agreement and those
               duties and liabilities shall be subject to the limitations and
               qualifications set forth in this Section. The duties of the
               Collateral Agent shall be mechanical and administrative in
               nature.

          ii.  Neither the Collateral Agent nor any of its directors, officers
               or employees shall be liable for any action taken or omitted
               (whether or not such action taken or omitted is within or without
               the Collateral Agent's responsibilities and duties expressly set
               forth in this Agreement, the Credit Agreement or any other
               instrument or document in connection herewith), except for gross
               negligence or willful misconduct. Without limiting the foregoing,
               neither the Collateral Agent nor any of its directors, officers
               or employees shall be responsible for, or have any duly to
               examine:

               (1)  the genuineness, execution, validity, effectiveness,
                    enforceability, value or sufficiency of (a) this Agreement,
                    or (b) any document or instrument furnished pursuant to or
                    in connection with this Agreement,


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               (2)  the collectibility of any amounts owed by Grantor,

               (3)  any recitals or statements or representations or warranties
                    in connection with this Agreement, the Credit Agreement, or
                    the Loan Documents,

               (4)  any failure of any party to this Agreement to receive any
                    communication sent, or

               (5)  the assets, liabilities, financial condition, results of
                    operations, business or creditworthiness of Grantor.

          iii. The Collateral Agent shall be entitled to act, and shall be fully
               protected in acting upon, any communication in whatever form
               believed by the Agent in good faith to be genuine and correct and
               to have been signed or sent or made by a proper person or persons
               or entity. The Collateral Agent may consult counsel and shall be
               entitled to act, and shall be fully protected in any action taken
               in good faith, in accordance with advice given by counsel. The
               Collateral Agent may employ agents and attorneys-in-fact and
               shall not be liable for the default or misconduct of any such
               agents or attorneys-in-fact selected by the Collateral Agent with
               reasonable care. The Collateral Agent shall not be bound to
               ascertain or inquire as to the performance or observance of any
               of the terms, provisions or conditions of this Agreement, the
               Credit Agreement or the Loan Documents on Grantor's part.

     b.   Action on Instructions. The Collateral Agent shall be entitled to act
          or refrain from acting, and in all cases shall be fully protected in
          acting or refraining from acting under this Agreement, or any other
          instrument or document in connection herewith or therewith in
          accordance with Instructions in writing from the Banks.

     c.   Indemnification. To the extent Grantor does not reimburse and save the
          Collateral --------------- Agent harmless according to the terms
          hereof for and from all costs, expenses and disbursements in
          connection herewith or with the Credit Agreement, such costs, expenses
          and disbursements to the extent reasonable shall be borne by the Banks
          ratably in accordance with their pro rata share of the Credit. The
          Banks shall (a) reimburse the Collateral Agent for all such reasonable
          costs, expenses and disbursements on request and (b) indemnify and
          save harmless the Collateral Agent against and from any and all
          losses, obligations, penalties, actions, judgments and suits and other
          reasonable costs, expenses and disbursements of any kind or nature
          whatsoever which may be imposed on, incurred by or asserted against
          the Collateral Agent, other than as a consequence of actual gross
          negligence or willful misconduct on the part of the Collateral Agent,
          arising out of or in connection with this Agreement, or any instrument
          or document in connection herewith or therewith or


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          any request of the Banks, including without limitation the reasonable
          costs, expenses and disbursements in connection with defending itself
          against any claim or liability, or answering any subpoena, related to
          the exercise or performance of any of its powers or duties under this
          Agreement or the taking of any action under or in connection with this
          Agreement the Credit Agreement or the Loan Agreement.

     d.   Successor Agent. The Collateral Agent may resign at any time by giving
          at least 30 days written notice thereof to the Banks and Grantor. Upon
          any such resignation, the Banks and the Collateral Agent shall have
          the right to appoint a successor Collateral Agent. If no successor
          Collateral Agent shall have been appointed by the Banks and the
          Collateral Agent and shall have accepted such appointment within 30
          days after the retiring Collateral Agent's giving notice of
          resignation, then the retiring Collateral Agent may, but shall not be
          required to, on behalf of the Banks and the Collateral Agent, appoint
          a successor Collateral Agent.

11. RELEASES. Prior to the termination of the Credit Agreement and the payment
in full of all Liabilities of Grantor, the Collateral Agent shall execute and
deliver an appropriate release of the Lien of this Agreement and any Mortgage
with respect to any Assigned Vehicle which Grantor wishes to sell, provided that
no Default or Potential Event of Default shall have occurred and he continuing.
Upon the termination of the Credit Agreement and the payment in full of the
liabilities thereunder, the Collateral Agent shall discharge all Mortgages and
release all Collateral held pursuant to this Agreement.

12. DEFAULT. The occurrence of any of the following shall be deemed a Default
under this Agreement: (a) non-payment, when due, of any amount payable on any of
the Liabilities or failure to perform any agreement of Grantor contained herein
or in any other agreement of Grantor with the Banks; (b) any warranty of Grantor
herein or in any other agreement of Grantor with the Banks is untrue in any
material respect; or (c) any Event of Default or Potential Default shall occur
under the Credit Agreement.

Whenever a Default shall be existing, the Liabilities may (notwithstanding any
provisions thereof), at the option of the Banks and the Collateral Agent in the
case of Liabilities owed to the Bank or the Collateral Agent and without demand
or notice of any kind, be declared, and thereupon immediately shall become, due
and payable, and the Collateral Agent may at the direction of the Banks exercise
from time to time any rights and remedies available to them under applicable
law. Grantor agrees, in case of Default, to assemble, at its expense, all
Collateral in its possession and control at a convenient. place acceptable to
the Collateral Agent. Without limiting the foregoing, upon Default the
Collateral Agent may at the direction of the Banks, to the fullest extent
permitted by applicable law, without notice, hearing or process of law of any
kind, (a) enter upon any premises where any of the Collateral may be located and
take possession of and remove such Collateral; (b) use, license or, to the
extent permitted by an applicable license, sublicense, whether general, special
or otherwise, and whether on an exclusive or non-exclusive basis, any Collateral
throughout the world for such term or terms, on such conditions, and in such
manner, as the Collateral Agent shall in its sole discretion determine, without
compensation to Grantor; and (c) sell any or all of the Collateral, free


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of all rights and claims of Grantor therein and thereto, at, any public or
private sale. Upon Default, the Collateral Agent, the Banks may bid for and
purchase any or all of such Collateral at any such sale. Grantor hereby
expressly waives, to the fullest extent permitted by applicable law, any and all
notices, advertisements, hearings or process of law in connection with the
exercise by the Collateral Agent of any of its rights and remedies upon Default.
Any notification of intended disposition of any of Collateral required by law
shall be deemed reasonably and properly given if given at least five days before
such disposition. Any proceeds of any disposition by the Collateral Agent of any
of the Collateral may be applied by the Collateral Agent to the payment of
expenses in connection with the Collateral, including reasonable attorneys' fees
and legal expenses, and any balance of such proceeds may be applied by the
Banks, first, toward the payment of the Liabilities under the Credit Agreement,
the Loan Agreement and this Agreement and, second, toward the payment of any
other Liabilities.

13. MISCELLANEOUS.

     a.   Collateral Agent's Duties. The Collateral Agent shall be deemed to
          have exercised reasonable care in the custody and preservation of any
          of the Collateral in its possession if it takes such action for that
          purpose as Grantor requests in writing, but failure of the Collateral
          Agent to comply with any such request shall not of itself be deemed a
          failure to exercise reasonable care, and no failure of the Collateral
          Agent to preserve or protect any rights with respect to such
          Collateral against prior parties, or to do any act with respect to the
          preservation of such Collateral not so requested by Grantor, shall be
          deemed a failure to exercise reasonable care in the custody or
          preservation of such Collateral.

     b.   Notices. Any notice from the Collateral Agent to Grantor, if by
          telegram or telex, shall he deemed given when sent, and, if mailed,
          shall he deemed given when mailed, postage prepaid, addressed to
          Grantor either at Grantor's address shown on the signature page
          hereto, or at any other address of Grantor appearing on the records of
          the Collateral Agent.

     c.   Waivers. Grantor hereby expressly waives: (a) notice of acceptance by
          the Collateral Agent of this Agreement, (b) notice of the existence or
          creation of all or any Liabilities, and (c) all diligence in
          collection or protection of or realization upon the Liabilities or any
          thereof.

     d.   No Waiver; Cumulative Remedies. No failure on the part of the
          Collateral Agent to exercise, and no delay in exercising, any right,
          power or remedy shall operate as a waiver thereof, nor shall any
          single or partial exercise by the Collateral Agent of any right, power
          or remedy preclude other or further exercise thereof or the exercise
          of any other right, power or remedy. All remedies hereunder are
          cumulative and are not exclusive of any other remedies which may be
          available to the Collateral Agent at law or in equity or under any
          other agreement or instrument relating to any of the Liabilities or
          any security therefor.


Security Agreement/Assigned Vehicles            - 11 -         September 8, 1999

<PAGE>


     e.   Governing Law. This Agreement has been delivered at Philadelphia,
          Pennsylvania, and shall be construed in accordance with and governed
          by the laws of the Commonwealth of Pennsylvania. Whenever possible,
          each provision of this Agreement shall be interpreted in such manner
          as to be effective and valid under applicable law, but if any
          provision of this Agreement shall be prohibited by or invalid under
          applicable law, such provision shall be ineffective to the extent of
          such prohibition or invalidity without invalidating the remainder of
          such provision or the remaining provisions of this Agreement.

     f.   Binding Effect. The rights and privileges of the Collateral Agent
          hereunder shall inure to the benefit of its successors and assigns.

     g.   Waiver of Jury Trial. Grantor waives any right to a trial by jury in
          any action or proceeding to enforce or defend any rights (i) under
          this Agreement or under any amendment, instrument, document or
          agreement delivered or which may in the future be delivered in
          connection herewith or (ii) arising from any banking relationship
          existing in connection with this Agreement, and agrees that any such
          action or proceeding shall be tried before a court and not before a
          jury.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
as of the date first above written.

                                         MATLACK (DE), INC.


                                         By
                                            ------------------------------------
                                            Name:
                                            Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE 19899
FAX No. (302) 426-3838


Security Agreement/Assigned Vehicles          - 12 -           September 8, 1999

<PAGE>


                                         MATLACK, INC.


                                         By
                                            ------------------------------------
                                            Name:
                                            Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE 19899
FAX No. (302) 426-3838


                                         SPECIALIZED DEDICATED FLEETS, INC.
                                         successor by merger to Safeway Chemical
                                         Transportation, Inc.



                                         By
                                            ------------------------------------
                                            Name:
                                            Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE 19899
FAX No. (302) 426-3838


Security Agreement/Assigned Vehicles          - 13 -           September 8, 1999

<PAGE>


                                         BRITE-SOL SERVICES, INC.


                                         By
                                            ------------------------------------
                                            Name:
                                            Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE 19899
FAX No. (302) 426-3838

                                         MATLACK LEASING, INC.


                                         By
                                            ------------------------------------
                                            Name:
                                            Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE 19899
FAX No. (302) 426-3838

                                         SUPER SERVICE, INC.


                                         By
                                            ------------------------------------
                                            Name:
                                            Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE 19899
FAX No. (302) 426-3838

Security Agreement/Assigned Vehicles          - 14 -           September 8, 1999

<PAGE>


                                  FIRST UNION NATIONAL BANK, as Collateral Agent



                                  By
                                     -------------------------------------------
                                     Name:
                                     Title:

Notices To:
Michael J. Labrum
Vice President
First Union National Bank
Transportation and Equipment Finance Group
PA4827
1345 Chestnut Street
Philadelphia, PA 19107
FAX No. (215) 786-7704


Security Agreement/Assigned Vehicles           - 15 -          September 8, 1999

<PAGE>


                                    EXHIBIT A

                                    MORTGAGE

Reference is hereby made to that certain Security Agreement, dated August 3,
1999 (the "Agreement), between and among Matlack DE, Inc., Matlack, Inc.,
Brite-Sol Services, Inc., Matlack Leasing, Inc., Super Service, Inc. (each
individually and collectively referred to as the "Grantor"), jointly and
severally, and FIRST UNION NATIONAL BANK, a national banking association, as
agent for the Banks (in such capacity, and together with its successors as agent
for the Banks, the "Collateral Agent"). Grantor hereby grants a security
interest to Collateral Agent pursuant to the Agreement in the Assigned Vehicles
(as defined in the Agreement) listed on Schedule A hereto.


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


                                            By:
                                            Title:


Security Agreement/Assigned Vehicles           - 16 -          September 8, 1999