AMENDMENT NO. 3
                                       TO
                                CREDIT AGREEMENT


     Amendment No. 3, dated December 20, 1999 (the "Amendment"), to Credit
Agreement dated August 19, 1998 (as amended, the "Agreement") by and among
MATLACK (DE), INC. (the "Company"), MATLACK, INC. ("MI"), SPECIALIZED DEDICATED
FLEETS, INC., successor by merger to Safeway Chemical Transportation, Inc.
("SDF"), BRITE-SOL SERVICES, INC. ("BSS"), MATLACK LEASING CORPORATION. ("ML"),
SUPER SERVICE, INC. ("SSI") (the Company, MI, SCT, BSS, ML and SSI are each
individually and collectively referred to as the "Borrowers"), jointly and
severally, the banking institutions signatories hereto and named in Exhibit A
attached hereto and such other institutions that hereafter become a "Bank"
pursuant to ss.11.4 hereof (collectively, the "Banks" and individually a "Bank")
and FIRST UNION NATIONAL BANK, a national banking association, as agent for the
Banks under this Agreement ("First Union", which shall mean in its capacity as
agent unless specifically stated otherwise). All capitalized terms used herein
and not otherwise defined shall have the respective meanings ascribed to them in
the Agreement.

                              Preliminary Statement

     WHEREAS, the Borrowers have requested that the Agreement be amended in the
manner hereinafter set forth and that waivers of non-compliance by the Borrowers
with certain financial covenants be granted as provided herein.

     WHEREAS, the Banks are willing to amend the Agreement in the manner
hereinafter set forth and grant the requested waivers.

     NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:

     1. Amendment of Section 1.1. The following definitions shall be added to
ss.1.1 of the Agreement:

     "Capital Expenditures" shall mean, with respect to any Person, all
     expenditures by such Person which should be capitalized in accordance with
     generally accepted accounting principles, including all such expenditures
     with respect to fixed or capital assets (including, without limitation,
     expenditures for maintenance and repairs which should be capitalized in
     accordance with generally accepted accounting principles) and the amount of
     capitalized lease obligations incurred by such Person.

     "Consolidated Net Loss" shall mean for any period, the consolidated net
     loss of the Company and its Subsidiaries, after deduction of all expenses,
     taxes, and other proper charges, determined in accordance with GAAP.

     "Overadvances" shall mean Loans and L/C Obligations outstanding that exceed
     the Borrowing Base.


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 1 -                    December 20, 1999

<PAGE>


     "Permitted Overadvances" shall mean Overadvances up to but not exceeding
     the following amounts for the periods listed.

                  Period                          Permitted Overadvance
                  ------                          ---------------------
               October 1999                            $3,300,000
               November 1999                           $3,900,000
               December 1999                           $6,000,000
               January 2000                            $4,500,000
               February 2000                           $2,500,000
               March 2000                              $1,525,000
               April 2000                              $1,000,000
               May 2000                                $  500,000

     The following definitions set forth in ss.1.1 of the Agreement shall be and
     hereby are amended and restated in their entireties to read as follows:

     "Current Maturities" shall mean Indebtedness due within one year other than
     Indebtedness with respect to the Obligations.

     "Fixed Charge Coverage Ratio" shall mean the ratio of EBITDA plus Rental
     and Lease Expense to the sum of Consolidated Total Interest Expense, Rental
     and Lease Expense, Current Maturities and 25% of Obligations, determined on
     a rolling four quarter basis, except that for the period October 1, 1999
     through September 30, 2000 the determination shall not be on a rolling four
     quarter basis but instead shall be determined on a year-to-date basis, i.e.
     the determination for the Fiscal Quarter ending December 31, 1999 shall
     EBITDA plus Rental and Lease Expense for that Fiscal Quarter in relation to
     1/4 of the actual and anticipated sum of Consolidated Total Interest
     Expense, Rental and Lease Expense, Current Maturities and 25% of the
     Obligations for the twelve month period October 1, 1999 through September
     30, 2000. For the Fiscal Quarter ending March 31, 2000 the calculation
     shall include EBITDA plus Rental and Lease Expense for the two Fiscal
     Quarters then ended in relation to 1/2 of the actual and anticipated sum of
     Consolidated Total Interest Expense, Rental and Lease Expense, Current
     Maturities and 25% of the Obligations for the twelve month period October
     1, 1999 through September 30, 2000. For the Fiscal Quarter ending June 30,
     2000 the calculation shall include EBITDA plus Rental and Lease Expense for
     the three Fiscal Quarters then ended in relation to 3/4 of the actual and
     anticipated sum of Consolidated Total Interest Expense, Rental and Lease
     Expense, Current Maturities and 25% of the Obligations for the twelve month
     period October 1, 1999 through September 30, 2000. For the Fiscal Quarter
     ending September 30, 2000 and for all Fiscal Quarters ending thereafter,
     the determination on a rolling four quarter basis.


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 2 -                    December 20, 1999

<PAGE>


     "LIBO Rate Margin" shall mean the percentage listed in the following table.

          Fixed Charge Coverage Ratio                           LIBO Rate Margin
          ---------------------------                           ----------------
          Equal to or less than 1.0                                  3.250%
          Greater than 1.00 but less than or equal to 1.05           3.000%
          Greater than 1.05 but less than or equal to 1.15           2.750%
          Greater than 1.15                                          2.250%

     with such Fixed Charge Coverage Ratio to be computed as of the last
     quarterly compliance period.

     "Unused Fee Percentage" shall mean the percentage listed in the following
     table.

          Fixed Charge Coverage Ratio                      Unused Fee Percentage
          ---------------------------                      ---------------------
          Equal to or less than 1.0                                0.625%
          Greater than 1.00 but less than or equal to 1.05         0.500%
          Greater than 1.05 but less than or equal to 1.15         0.500%
          Greater than 1.15                                        0.375%

     with such Fixed Charge Coverage Ratio to be computed as of the last
     quarterly compliance period.

     2. New Section 2.6(g). A new Section, ss.2.6(g), shall be and hereby is
added to the Agreement which shall be as set forth below.

     "(g) Permitted Overadvances. Permitted Overadvances shall bear interest on
     the unpaid principal amount thereof at the higher of (1) the rate then
     applicable to Base Rate Loans or (2) the maximum rate then applicable to
     LIBO Rate Loans, plus (3) 0.25%."

     3. Amendment of Section 5.1(a) and (b). Section 5.1(a) and 5.1(b) each
shall be and hereby is amended to add the phrase ", together with management's
discussion and analysis of the important operational and financial developments
during such period." at the end thereof.

     4. New Section 5.1(c). A new Section, ss.5.1(c), shall be and hereby is
added to the Agreement which shall be as set forth below.

     "(c) Monthly Statements. As soon as available, but not later than 45 days
     after the end of each calendar month (commencing with the month of December
     1999), a copy of the unaudited consolidated balance sheet of the Company as
     of the end of such quarter and the related consolidated statements of
     income, shareholders equity and cash flows for the period commencing on the
     first day and ending on the last day of such month, and certified by a
     Responsible Officer as fairly presenting, in accordance with GAAP (subject
     to ordinary, good faith year-end audit adjustments), the financial position
     and the results of operations of the Borrowers and the Subsidiaries,
     together with management's discussion and analysis of the important
     operational and financial developments during such period."

     5. New Section 5.1(d). A new Section, ss.5.1(d), shall be and hereby is
added to the Agreement which shall be as set forth below.


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 3 -                    December 20, 1999

<PAGE>


     "(d) Monthly Statements. Promptly following the receipt thereof by any
     Borrower, a copy of any "management letter" (including but not limited to
     any engagement letter or other report to management, the Board of Directors
     or any committee of the Board of Directors) received by such Person from
     the certified public accountants for the Borrowers and any responses
     thereto."

     6. New Section 6.11. A new Section, ss.6.11, shall be and hereby is added
to the Agreement which shall be as set forth below.

     "6.11 Limitation on Capital Expenditures. For the Fiscal Year ending
     September 30, 2000, incur Capital Expenditures (a) for revenue equipment in
     excess of $6,400,000 or (b) for other purposes, including but not limited
     to real and other tangible property, in excess of $4,300,000."

     7. Amendment of Section 7.1. Section 7.1 shall be and hereby is amended and
restated in its entirety to be as set forth below.

     "7.1 Minimum Tangible Net Worth. To and through September 29, 1999,
     Tangible Net Worth of the Company, on a consolidated basis, will be equal
     to or greater than the sum of (i) $45,000,000 and (ii) 50% of Consolidated
     Net Income for each Fiscal Quarter ending after December 31, 1997, without
     deduction for any net losses. From and after September 30, 1999, Tangible
     Net Worth of the Company, on a consolidated basis, will be equal to or
     greater than the sum of (i) that amount which is $500,000 less than the
     Tangible Net Worth set forth in the Company's audited financial statements
     for the Fiscal Year ended September 30, 1999, and (ii) 50% of Consolidated
     Net Income for each Fiscal Quarter ending after September 30, 1999, without
     deduction for any net losses."

     8. Waiver of Section 7.1 Non-Compliance. At September 29, 1999, the
Borrowers' Tangible Net Worth was less than the Minimum Tangible Net Work
required by ss.7.1 of the Agreement. The Banks hereby waive the non-compliance
by the Borrowers' with said covenant to and including September 29, 1999.

     9. Amendment of Section 7.2. Section 7.2 shall be and hereby is amended and
restated in its entirety to be as set forth below.

     "7.2 Fixed Charge Coverage Ratio. To and including September 29, 1999, the
     Company, on a consolidated basis, shall not incur a Fixed Charge Coverage
     Ratio of less than 0.9 to 1.0 for any period ending on or before that date.
     From and after September 30, 1999, the Company, on a consolidated basis,
     shall not incur a Fixed Charge Coverage Ratio of less than (a) 0.8 to 1.0
     for the period September 30, 1999 through December 31, 1999, (b) 0.9:1.0
     for the period January 1, 2000 through March 31, 2000, (c) 0.95:1.0 for the
     period April 1, 2000 through June 30, 2000, (d) 1.0:1.0 for the period July
     1, 2000 through September 30, 2000, or (e) 1.15:1.0 from and after October
     1, 2000."

     10. Waiver of Section 7.2 Non-Compliance. At September 29, 1999 and at
various time prior thereto, the Borrowers' Fixed Charge Coverage Ratio was less
than the Fixed Charge Coverage Ratio required by ss.7.2 of the Agreement. The
Banks hereby waive the non-compliance by the Borrowers' with said covenant to
and including September 29, 1999.

     11. Amendment of Section 7.4. Section 7.4 shall be and hereby is amended
and restated in its entirety to be as set forth below:


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 4 -                    December 20, 1999

<PAGE>


     "7.4 Borrowing Base. The aggregate principal amount of Loans and L/C
     Obligations outstanding shall not at any time exceed the Borrowing Base
     plus Permitted Overadvances or the Aggregate Loan Commitment, whichever is
     less; provided, however, that this covenant shall not be deemed breached
     if, at the time such aggregate amount exceeds said level, within four
     Business Days after the earlier of the date any Borrower first has
     knowledge of such excess or the date of the next Borrowing Base Certificate
     disclosing the existence of such excess, a prepayment of Loans shall be
     made in an amount sufficient to assure continued compliance with this
     covenant in the future."

     12. New Section 7.5. A new Section, ss.7.5, shall be and hereby is added to
the Agreement which shall be as set forth below.

     "7.5 No Quarterly Net Losses. The Company shall not suffer a Consolidated
     Net Loss for any Fiscal Quarter ending after September 30, 1999."

     13. Representations and Warranties. The Borrowers hereby restate the
representations and war ranties made in the Agreement as amended and/or waived
by this Amendment, including but not limited to Article 3 thereof, on and as of
the date hereof as if originally given on this date.

     14. Covenants. The Borrowers hereby represent and warrant that they are in
compliance and have complied with each and every covenant set forth in the
Agreement as amended by this Amendment, including but not limited to Articles 5
and 6 thereof, on and as of the date hereof as amended by this Amendment and as
waived by the waivers granted herein.

     15. No Default. The Borrowers hereby confirm that no Event of Default or
Potential Default exists under the Agreement as amended by this Amendment and as
waived by the waivers granted herein.

     16. Affirmation. The Borrowers each hereby affirms its absolute and
unconditional promise to pay to each Bank and First Union National Bank, as
agent under the Agreement, the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity date(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby or
may be affected by the waivers granted herein.

     17. Corporate Authorization and Delivery of Documents. Each Bank shall have
received (a) copies, certified as of the date hereof, of all action taken by the
Borrowers and any other necessary Person to authorize this Amendment and such
other papers as any Bank shall require, (b) a copy of a Certificate of Good
Standing for each Borrower in the jurisdiction of formation of each entity and
in the jurisdiction where its executive offices are located, (c) a certificate
signed by the secretary or assistant secretary of each Borrower, together with
the true signature of the officer or officers authorized to execute and deliver
this Amendment, upon which the Banks shall be entitled to rely conclusively
until they shall have received a further certificate of the secretary or
assistant secretary of each Borrower changing the prior certificate and
submitting the signature of the officer or officers named in the new certificate
as being authorized to execute and deliver Loan Documents and certificates
thereunder, and (d) a favorable written opinion to the Banks from counsel for
the Borrowers substantially in the same form and substance as that delivered in
connection with the execution and delivery of the Agreement on August 19, 1998.

     18. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.

     19. Effect of Waivers. The waivers granted herein waive compliance by the
Borrowers with the Credit Agreement only to the extent and in the manner herein
specifically set forth, and in all other respects the Credit Agreement and the
Loan Documents pertaining thereto are ratified and confirmed.


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 5 -                    December 20, 1999

<PAGE>


     20. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.


                                         MATLACK (DE), INC.

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


                                         MATLACK, INC.

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


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

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


                                         BRITE-SOL SERVICES, INC.

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


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 6 -                    December 20, 1999

<PAGE>


                                         MATLACK LEASING CORPORATION

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


                                         SUPER SERVICE, INC.

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


                                         FIRST UNION NATIONAL BANK

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


                                         CHASE BANK OF TEXAS, N.A.

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


                                         BANKBOSTON, NA

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


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 7 -                    December 20, 1999

<PAGE>


                                         SUNTRUST BANK, ATLANTA


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


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


Amendment No. 3 to                                                         Dated
Credit Agreement                      - 8 -                    December 20, 1999