<PAGE>

                             MASTER TRUCK AGREEMENT
                            MOTOR CARGO, RENO, NEVADA
                                   2000 - 2003

This agreement, deemed made and entered into by and between MOTOR CARGO, INC.,
Reno, Nevada, hereinafter referred to as the COMPANY, and TEAMSTERS, CHAUFFEURS,
WAREHOUSEMEN & HELPERS AND PROFESSIONAL, CLERICAL, PUBLIC AND MISCELLANEOUS
EMPLOYEES, LOCAL UNION N0. 533, affiliated with the International Brotherhood of
Teamsters, AFL-C1O, hereinafter referred to as the UNION.

ARTICLE I - SCOPE OF AGREEMENT

SECTION 1 MASTER AGREEMENT. The execution of this Master Agreement and any
attached Supplements on the part of the Company shall cover all truck operations
of the Company which are covered by this Agreement and shall have application to
the employees within the bargaining unit defined below.

SECTION 2 This Agreement shall not be applicable to those operations of the
Company which are covered by a collective bargaining agreement with a Union not
signatory to this Agreement or to those employees not designating a signatory
union as their collective bargaining agent nor to any other employee or non-
employee. Except as expressly provided, nothing herein or in the attached
supplements shall be construed as implying either a limitation or a guarantee of
work or assignment of any employee or group of employees.

ARTICLE II - RECOGNITION

SECTION 1 The Employer recognizes the Union as the sole and exclusive collective
bargaining representative of all full-time and part-time Reno, Nevada based
pick-up and delivery employees, dock employees, and drivers employed by the
Employer, excluding mechanics, truck servicemen, office clerical employees,
watchmen, guards, and supervisors as defined in the Act.

SECTION 2 The Union recognizes that all of the powers, rights, functions, and
authority of the Employer, other than those expressly restricted or regulated by
one or more of the specific (as distinct from any implied) provisions of this
Agreement are retained by the Employer. Management shall be allowed broad
application of retained rights in making decisions and taking action during the
term of the Agreement. Retained rights shall not be the subject of further
bargaining without the prior written voluntary consent of the Employer.

ARTICLE III - STEWARDS

SECTION 1 The Company recognizes the right of the Union to designate employee
job stewards and alternates. Duties as a Steward shall not interfere with his
duties as an employee nor with the work of other employees.
<PAGE>

ARTICLE IV - LEAVES OF ABSENCE

SECTION 1 The Company may grant a leave of absence without pay or benefits to an
employee. An employee desiring a leave of absence shall secure written
permission in advance from the Company. The leave of absence shall be for ninety
(90) days and may be extended for like periods up to a maximum of one (1) year.
An employee on an approved leave may retain insurance coverage provided he pays
the monthly insurance premiums in advance. The Company will notify the Union of
all approved leaves of absence. The Union agrees that in making request for time
off for Union business, due consideration shall be given to the men affected in
order that there shall be no disruption of the Company's operations.

SECTION 2 The Company agrees to grant the necessary and reasonable time off
without discrimination or loss of seniority rights and without pay, to any
employee designated by the Union to attend a labor convention, or serve in any
capacity or other short tern official union business, provided forty-eight (48)
hours written notice is given to the Company by the Union, specifying length of
time off. The Union agrees that, in making requests for time off for union
activities, due consideration shall be given to the number of men affected in
order that there shall be no disruption of the Company's operations due to the
lack of available employees.

SECTION 3 During the period of any leave, an employee shall not engage in
gainful employment in the same industry, unless agreed to by the Company in
writing. Failure to comply with this provision shall result in complete loss of
any further job rights and immediate termination of the employee involved.

SECTION 4 Employees may take unpaid family leave of up to twelve (12) weeks per
year in accordance with the Family & Medical Leave Act. The employee's seniority
shall continue as if the employee had not taken a leave under this section. The
Employer will maintain health coverage in the normal manner during the period of
the leave. Any state or local laws which provide for greater employees rights
shall supercede this section.

ARTICLE V - SENIORITY

SECTION 1 Seniority rights for employees shall be in accordance with the
provisions outlined in the supplements of this Agreement.

SECTION 2 The extent to which seniority shall be applied as well as the methods
and procedures of such application shall be as clearly set forth in each of the
supplemental agreements.

ARTICLE VI - MAINTENANCE OF STANDARDS

SECTION 1 No employee shall suffer reduction in his basic hourly wage rate now
being paid prior to the execution or adoption of this Agreement.

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SECTION 2 The Company agrees not to enter into any written agreement or contract
with his employees, individually or collectively, which conflicts with the terms
and provisions of this Agreement. Any such agreement shall be null and void.

SECTION 3 Where new types of equipment for which rates of pay are not
established by this Agreement are put into use within operations covered by this
Agreement, rates covering such operations shall be subject to negotiations
between the parties. Rates agreed upon shall be effective as of the date
equipment is put into use if agreement can be reached within thirty (30) days,
if not then, rates agreed upon shall be effective as of the date they are agreed
upon.

ARTICLE VII - DISCHARGE OR SUSPENSION

SECTION 1 The Company shall have the right to terminate casual and probationary
employees (less than ninety (90) days) for any reason and to lay off any other
employee due to lack of work, shortage of equipment, emergencies over which the
Company has no control, or for other similar business reasons or for just cause.
However, nothing in this Agreement shall be construed as giving a person the
right to get or retain a job for which he is not qualified, not physically
capable, or which he neglects or refuses to do.

SECTION 2 Each employee will do his part to do the work assigned to him in a
workmanlike manner satisfactory to the customer and the Employer, realizing that
safe, economical, and reliable service to customers is the basis of existence
both for employees and the Company. The Company reserves the exclusive right to
direct and control employees and, where it deems necessary, reprimand,
discipline, and/or discharge an employee, for just cause. In the event of minor
failures or infractions by a regular, full-time employee, he shall not be
suspended or discharged without having received at least one (1 ) prior written
warning notice for the same or similar infraction within the prior nine (9)
months. Three or more warning notices (not necessarily for the same or similar
infraction) within a nine (9) month period shall be considered just cause for
suspension or discharge.

     Warning notices under this Agreement shall be issued within ten (10)
calendar days after the event occurs or is discovered by the Company and, when
issued, a copy shall be mailed to the Union within five (5) days. An employee
shall have the right to protest a warning notice he feels is unjustified within
ten (10) calendar days from the receipt of said warning notice.

SECTION 3 It is understood that no prior warning notice need be given in the
event of such things as (but not limited to):

          Drunkenness on the job.
          Use, being under the influence, possession or sale of drugs or
               narcotics on the job.
          Dishonesty.
          Unexcused failure to show up for work for three (3) consecutive
               working days.

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<PAGE>

          Careless operation of equipment resulting in serious loss or damage of
               equipment or load or upset of a unit or trailer.
          Speeding in excess of Company rules resulting in damage or
               recklessness resulting in damage.
          Carrying of unauthorized persons, materials, or goods.

SECTION 4 If a suspended or discharged employee feels the suspension or
discharge was without just cause, the employee may request a hearing before the
operations manager or his representative provided such request is made within
five (5) working days after the suspension or discharge. Upon such timely
request, the employee shall be granted a hearing. At that time, the employee,
the Union, and any other interested party may present evidence or testimony or
argument in support of the contention that the discipline or discharge was
without just cause. After hearing all such evidence and testimony, the Company
shall give the employee and the Union within seven (7) Calendar days an answer
that confirms, modifies, or reverses the original discipline or discharge. If
this answer is not acceptable, the Union may request arbitration on the matter,
provided such request is made within five (5) working days after the answer is
given. Arbitration will be based on the same evidence and testimony that was
given to the operations manager and upon which he predicated his answer, except
upon proof that such testimony was not available at the time of original
hearing.

ARTICLE VIII - GRIEVANCE AND ARBITRATION

SECTION 1 Every reasonable attempt will be made by both parties to resolve any
grievance without arbitration. However, if the parties cannot arrive at an
understanding, the grievance may be submitted to a jointly acceptable neutral
arbitrator, provided arbitration is requested within thirty (30) days of the
event giving rise to the grievance. Arbitrable grievances shall be limited to a
claim of a violation of one or more of the specific (as distinct from any
implied) provisions of this agreement or a claim of unjust discharge or
disciplinary suspension unless prior voluntary agreement to arbitrate is
obtained in writing from both parties prior to proceeding to arbitration. If the
Union and the Company are unable to agree on an arbitrator, each shall designate
a qualified arbitrator and invest him with power to select a qualified
arbitrator. Any qualified arbitrator agreed upon jointly by such representatives
of the Union and the Company shall be the arbitrator and shall be empowered to
make a final and binding decision in conformity with the submission agreement
and the terms of this Agreement.

SECTION 2 The arbitrator shall have no power to change this agreement in any
way, nor to impose conditions on the parties he thinks the parties did or should
have agreed upon. He shall be limited to findings of facts and applying the
provisions of this Agreement to those facts. Except in the event of an unjust
discharge, the Company shall not be required to pay twice or to pay one employee
for work done and paid for to another employee.

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<PAGE>

     The arbitrator shall render his award thirty (30) days after the closing of
the hearings. The decision of the arbitrator shall be final and binding and
shall determine the subject of the arbitration for the duration of this
Agreement.

     The compensation and expenses of the neutral arbitrator shall be borne
jointly by the parties to this Agreement.

ARTICLE IX - BONDS

SECTION 1 Should the Company require any employee to give bond, cash bond shall
not be compulsory, and any premium involved shall be paid by the Company. The
primary obligation to procure bond shall be on the Company. If the Company
cannot arrange for a bond within ninety (90) days, it must so notify the
employee in writing. If proper notice is given, the employee shall be allowed
thirty (30) days for the date of such notice to make his own bonding
arrangements.

     Standard premium shall be the minimum paid by the Company for bonds
applicable to all other of its employees in similar classification. Any excess
premium is to be paid by the employee.

SECTION 2 In cases where bond cannot be arranged, or bond is cancelled, the
employee shall be on standby until he can obtain bond or replacement bond at no
extra cost to the Company.

ARTICLE X - EXAMINATION AND IDENTIFICATION FEES

SECTION 1 Physical, mental or other examinations required by a government body
or the Company shall be promptly complied with by all such employees, provided,
however, the Company shall pay for all such examinations, except in the case of
driver's or chauffeurs' license examination. Examinations are to be taken at the
employee's home terminal. Employees will not be required to take examinations
during their working hours, without pay for time so consumed.

     The Company reserves the right to select its own medical examiner or
physician, and the Union may, if it believes an injustice has been done an
employee, have said employee re-examined at the employee's expense.

     In the event of disagreement between the doctor selected by the Employer
and the doctor selected by the Union, the Company and the Union doctors shall
together select a third doctor within thirty (30) days whose opinion shall be
final.

SECTION 2 Should the Company find it necessary to require employees to carry or
record full personal identification, such requirement shall be complied with by
the employees. The cost of such requirement shall be borne by the Company.

ARTICLE XI - UNIFORMS

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SECTION 1 The Company agrees that if any employee is required to wear any kind
of uniform as a condition of his continued employment, such uniform shall be
furnished and maintained by the Company free of charge, at the standard required
by the Company.

SECTION 2 Voluntary pooling arrangement for the purchase of uniforms shall not
come within the scope of this Article.

ARTICLE XII - PASSENGERS

SECTION 1 No driver shall allow anyone, other than employees of the Company who
are on duty, to ride on his truck, except by written authorization of the
Company. This shall not prohibit drivers from picking up other drivers or
helpers in wrecked or broken down equipment for transportation to the first
available point of communication or repair.

ART1CLE XIII - COMPENSATION CLAIMS

SECTION 1 The Company agrees to cooperate toward the prompt settlement of
employee on-the-job injury claims when such claims are due and owing.

SECTION 2 The Company shall provide Workmen's Compensation for all employees as
required by State Law.

SECTION 3 When an employee is injured on the job, he shall receive full pay for
that day or his current tour of duty, as the case may be, with a minimum of
eight (8) hours' pay.

SECTION 4 In the event an employee is injured or becomes ill while on a run away
from his home terminal and return to his home terminal is deemed reasonably
necessary by an attending physician, the Company shall arrange and pay for
transportation by plane, or as directed by the doctor, to his home. In case of
death away from home terminal the Company shall bear the cost of bringing the
body home.

ARTICLE XLV - MILITARY CLAUSE

SECTION 1 An employee enlisting in or entering the Armed Forces of the United
States shall be granted all rights and privileges provided by applicable laws.

ARTICLE XV - DEFECTIVE EQUIPMENT AND DANGEROUS COND1TIONS

SECTION 1 The Company shall not require employees to take out on the streets or
highways any vehicle that is not in safe operating condition or equipped with
the safety appliances prescribed by law. It shall not be a violation of this
Agreement for an employee to refuse to operate such equipment unless such
refusal is unjustified. The employee may be assigned other duties or equipment
at the Company's option.

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SECTION 2 Line or pick-up and delivery equipment, used in short line, peddle or
local operation, shall have steps or some other suitable device to enable
drivers to get in and out of the body.

SECTION 3 The Company shall install and maintain heaters and defrosters on all
trucks and tractors, except where climactic conditions make this unnecessary.

ARTICLE XVI - TIME SHEET, PAY PERIODS AND PAY DAYS

SECTION 1 Pay day shall be at least semi-monthly, not more than seven (7) days
after the close of the pay period provided, however, that present arrangements
shall not be disturbed by this provision except by mutual agreement.

     The Company shall have a regularly designated pay day for employees, in
each of the various classifications.

     When a regular designated pay day falls on Sunday or a holiday, the pay
checks for the employee not designated to work on such Sunday or holiday shall
be made available on the preceding day.

     Upon quitting or discharge, the Company shall pay all money due the
employee in accordance with applicable Nevada State Law.

SECTION 2 The Company shall furnish each employee with an itemized statement of
earnings and deductions which are included in the check.

SECTION 3 Employees in line operations shall be required to complete all
required Company time sheets showing the arrival and departure at terminal and
intermediate stops and the cause and duration of all delays, time spent loading
and unloading, and same shall be turned in at the end of each trip.

     Employees in local operations will record their time as required by the
Company.

SECTION 4 All claims for wages or complaints thereof which an employee might
have against the Company shall be filed within thirty (30) days of the payday
where the complaint occurred; otherwise, the Union, the employee, and the
Company agree that payment shall have been made in full.

ARTICLE XVII - POSTING AND BULLETIN BOARDS

SECTION 1 A copy of this Agreement, together with all supplements applicable to
work performed on or from the premises, shall be posted in a conspicuous place
in each terminal.

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<PAGE>

SECTION 2 The Company agrees to provide suitable space for the Union bulletin
board in each terminal. Postings by the Union on such boards are to be confined
to official business of the Union.

SECTION 3 The authorized business representative of the Union shall have access
to Company premises at reasonable times during regular business hours after
obtaining prior permission from the terminal manager to discuss Union matters
with employees. Interviews with employees shall be carried on in a place
designated by the Company and shall not interfere with the work or operations of
the Company. This privilege shall not be abused.

ARTICLE XVIII - SUB-CONTRACTING

SECTION 1 The Company reserves the right to sub-contract any work or services
performed by employees of the collective bargaining unit; however, the Company
shall not contract out work for the purpose of laying off regular full-time
employees or retaining such employees in laid off status.

SECTION 2 It is expressly understood that owner-operators, lessors, or
subcontractors of any kind and the men they employ are not to be considered
employees of the Company covered under this contract, nor are their operations
covered, controlled, or restricted in any way by this Agreement.

ARTICLE XIX - SEPARABILITY AND SAVINGS CLAUSE

SECTION 1 If any Article or Section of this Agreement or any Supplements or
Riders thereto should be held invalid by operation of law or by any tribunal of
competent jurisdiction or if compliance with or enforcement of any Article or
Section should be restrained by such tribunal pending a final determination as
to its validity, the remainder of this Agreement and of any Supplements or
Riders thereto, or the application of such Article or Section to persons or
circumstances other than those as to which it has been held invalid or as to
which compliance with or enforcement of has been restrained, shall not be
affected thereby.

ARTICLE XX - COMPANY RULES

SECTION 1 The Union recognized the right of the Company from time to time upon
reasonable notice to establish such reasonable Company rules as it may deem
necessary, provided that such rules are not in conflict with the terms of this
Agreement. A copy of any Company rules reduced to writing shall be given each
employee and the Union. Employees will abide by reasonable rules and
instructions of the Company not in conflict with the terns of this Agreement as
a condition of continued employment.

SECTION 2 The parties agree that safety and health are the responsibility of
each individual and all parties. The Employer agrees to take reasonable measures
to provide a safe and healthy place to work in accordance with existing
government regulations. The employees agree to work in a safe manner, properly
use and care for equipment provided by the Employer, operate

                                       8
<PAGE>

equipment safely, and observe safety and operating rules as established and
posted from time to time by the Employer as a condition of continued
employment. As a condition of employment, the employee agrees not to use,
drink or be under the influence of alcohol at work. The Employer shall have
the right to establish, maintain and enforce reasonable safety and substance
abuse rules and regulations to assure orderly operations. The Company agrees
to supply the Union with any such rules and regulations. The Company agrees
to confer with the Union about such rules and regulations. The Union reserves
the right to disagree and may use the grievance procedure concerning the
specific application of the rule or regulation to any specific instance. The
Union agrees to support Management's efforts to run a safe, efficient and
drug free Company.

SECTION 3 DRUG TESTING POLICY The Union fully supports the substance abuse
prevention and testing program as published by the Company in accordance with
applicable state and federal laws and D.O.T. regulations which the Company
has the full right to administer, enforce and to amend from time to time as
it might deem necessary. The Employer will keep the Union fully informed of
any changes in the program. The Union reserves the right to file a grievance
in an individual case upon reasonable showing that the Employer's enforcement
was without justification or was discriminatory.

ARTICLE XXI - VACATIONS AND VACATION COMPENSATION

SECTION 1 A regular, full-time employee shall receive one (1) week of paid
vacation after completing one (1) year of continuous employment with the
Company. After two (2) years of continuous employment, a regular, full-time
employee shall receive two (2) weeks of paid vacation, three (3) weeks after
ten (10) years of continuous employment, and four (4) weeks after twenty (20)
years of continuous employment.

     Service means continuous employment with the Company uninterrupted by
termination. In the event of any termination and subsequent rehire, vacation
and vacation pay shall begin anew as in the case of a NEW HIRE. Vacation
rights and related vacation pay is earned and vested on each annual
anniversary date of employment pertinent to the affected employee.

SECTION 2 Vacation pay shall be computed as follows: Pay for one (1) week of
vacation shall be in the amount of one fifty-second (1/52) of the gross
annual earnings of the employee during the twelve (12) month period
immediately prior to the employee's anniversary date.

     Pay for two (2) weeks vacation shall be in the amount of two
fifty-seconds (2/52nds) of the gross annual earnings of the employee during
the twelve (12) month period immediately prior to the employee's anniversary
date.

     Pay for the three (3) weeks vacation shall be in the amount of three
fifty-seconds (3/52nds) of the gross annual earnings of the employee during the
twelve (12) month period immediately prior to the employee's anniversary date.

                                       9
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     Pay for four (4) weeks vacation shall be in the amount of four
fifty-seconds (4/52nds) of the gross annual earnings of the employee during the
twelve (12) month period immediately prior to the employee's anniversary date.

     Vacation pay shall be due and payable when the vacation is taken. Time off
for vacation shall be as agreed between the employee and the Company but the
Company shall have the final right to determine when vacations are taken.

     An employee who quits, or who is discharged after the completion of one (1)
full year of employment shall be entitled to a pro-rated vacation pay allowance
upon severance of employment, computed upon the same formula he would have
received had he completed such year of employment.

     Pro-rated vacation pay shall be paid with final check upon severance of
employment.

     Laid off employees, who have completed at least one (1 ) year of service,
who are qualified to receive pro-rata vacation pay at the time of lay-off, shall
have option of collecting accumulated pro-rata vacation pay for the portion of
employment year worked at the end of thirty (30) days following the date of such
lay-off. Lay-off status of more than thirty (30) days duration shall not be
counted in qualification for future vacation benefits should such laid off
employee later be recalled and returned to work.

     Should a laid-off employee be recalled and returned to work within one
hundred and twenty (120) days of layoff, all time accumulated prior to the date
of lay-off shall be used in establishing qualifications for future vacation
benefits.

     An employee transferred from one supplemental agreement and/or terminal
under this Agreement to another shall suffer no loss of vacation, provided the
employment is continuous.

ARTICLE XXII - PAID HOLIDAYS

SECTION 1 A regular full-time employee with seniority who has completed the
probationary period shall receive eight (8) hours' pay at his regular hourly
rate of pay for NEW YEARS DAY, WASHINGTON'S BIRTHDAY, MEMORIAL DAY, FOURTH OF
JULY, LABOR DAY, THANKSGIVING DAY, FRIDAY AFTER THANKSGIVING, CHRISTMAS EVE, and
CHRISTMAS DAY.

     Should any regular full-time employee work one of the above holidays or any
day celebrated in lieu thereof, he shall receive his holiday pay plus the pay
earned during that day. No employee shall be called on the above-named holidays
for less than a full day.

     When any of the above holidays fall on Sunday, the Monday following shall
be considered the holiday. If a holiday falls during an employee's vacation, he
shall receive pay for the holiday in addition to his vacation pay.

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<PAGE>

SECTION 2 A regular full-time employee with seniority, who has completed the
probationary period and is assigned to a work week schedule of four (4) ten hour
days shall receive ten (10) hours pay at his/her regular hourly rate for each
day listed in Section 1 above, provided the holiday occurs during a scheduled
work week. If the holiday falls outside of the scheduled work week the employee
will receive eight (8) hours pay at their regular hourly rate.

ARTICLE XXIII - CHECK OFF

SECTION 1 The Employer will deduct Union dues from the payroll payments for each
employee who authorized the deduction by voluntarily executing a written,
revokable statement requesting the Employer to make such deductions. The
Employer will forward the amounts so deducted to the Union. The authorization
may be cancelled at any time by the employee by notifying the Company and the
Union in writing.

ARTICLE XXIV - HEALTH AND WELFARE PROGRAM

SECTION 1 The Company will pay into the Teamsters Local 533 Health and Welfare
Plan the amount of $515.00 per month for each eligible employee for the Health &
Welfare benefits (medical, dental, vision & prescription) effective January 1,
2001 based on December hours.

SECTION 2 There will be no increase in benefits, but should the Trust determine
on or after January 1, 2001, additional premium is needed to maintain existing
benefits, then the Company agrees to payroll deduction for any additional
amounts in excess of $515.00 needed by the Trust to maintain those existing
benefits.

ARTICLE XV - PENSION PLAN

SECTION 1 The Company will maintain its own existing Pension Plan during term of
this Agreement. The Company may change and/or improve the program without prior
notice or bargaining, but may not eliminate the program during the term of this
Agreement.

ARTICLE XXVI - NON DISCRIMINATION

SECTION 1 Membership in the Local Union is not compulsory. Employees have the
right to join, not join, maintain, or drop their membership in the Local Union
as they see fit. Neither party shall exert any pressure on or discriminate
against an employee as regard to such matters. The parties agree there shall be
no discrimination on the basis of race, color, religion, sex, disability,
national origin, or age as required by law.

SECTION 2 Wherever the masculine pronoun may appear, it is intended to mean
either masculine or feminine.

ARTICLE XXVII - PICKET LINES AND STRUCK GOODS

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<PAGE>

SECTION 1 There shall be no work stoppage or lock out during the term of this
Agreement. The Union recognizes that the Company has an obligation to serve the
public. It is understood that the Company must handle all goods and provide
uninterrupted service for any shipper, consignee, or other person who so desires
this service, The Union and all employees will cooperate to this end. In the
event of any action prohibited by this Article, the Union, its officers or
agents agree that it will use its best efforts affirmatively to end such
prohibited conduct.

     The Union voluntarily waives all rights to support or engage in sympathy
strikes.

SECTION 2 It shall not be cause for discharge or other disciplinary action in
the event an individual employee refuses to enter upon any property involved in
a primary labor dispute or refuses to go through or work behind any primary
picket line including the primary picket line of the Union and including the
primary picket lines at the Employer's place of business provided the primary
picket line involved has been reviewed and approved by the Joint Council,
however, any such employee need not be paid for any work, run or shift not
completed and may be replaced by the Company.

ARTICLE XXVIII - UNION WAIVER

SECTION 1 All matters not otherwise limited or prescribed by the terms of this
Agreement shall be under the exclusive and total control of management. In
accepting the considerations and limitations herein agreed to by the Employer,
the Union unqualifiedly waives all present and/or future rights during the term
of this Agreement to require the Company to bargain collectively on any other
aspect of wages, hours, and working conditions affecting employment, whether
specifically contained herein or not, thus giving the Company the unilateral
right to manage the business subject only to the express terms of this
Agreement.

ARTICLE XXIX - TERM OF AGREEMENT

SECTION 1 This Agreement shall be in full force and effect from December 1, 2000
to and including November 30, 2003 and shall continue from year to year
thereafter unless written notice of desire to cancel or terminate the Agreement
is served by either party upon the other at least sixty (60) days prior to date
of expiration.

     Where no such cancellation or termination notice is served and the parties
desire to continue said Agreement but also desire to negotiate changes or
revisions in this Agreement, either party may serve upon the other a notice at
least sixty (60) days prior to November thirtieth (30th) of any subsequent
contract year, advising that such party desires to revise or change the terms or
conditions of such Agreement.

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<PAGE>

Date of Ratification 14th Day of December, 2000


MOTOR CARGO, INC.                       TEAMSTERS, CHAUFFEURS, WAREHOUSEMEN AND
                                        HELPERS AND PROFESSIONAL, CLERICAL,
                                        PUBLIC AND MISCELLANEOUS EMPLOYEES,
                                        LOCAL UNION #533


By: /s/ Steve E. Wynn                   By: /s/ Mark W. Tracy
   ----------------------                   -----------------------


Date: 2-1-2001                          Date: 3-2-2001

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<PAGE>

                                   MOTOR CARGO
                                  Reno, Nevada
                         LOCAL AND SHORT LINE SUPPLEMENT
                                   2000 - 2003

This agreement deemed made and entered into by and between MOTOR CARGO, INC.,
Reno, Nevada, hereinafter referred to as the COMPANY, and TEAMSTERS, CHAUFFEURS,
WAREHOUSEMEN & HELPERS AND PROFESSIONAL, CLERICAL, PUBLIC AND MISCELLANEOUS
EMPLOYEES, LOCAL UNION N0, 533, affiliated with the International Brotherhood of
Teamsters, AFL-CIO, hereinafter referred to as the UNION.

ARTICLE 1 - SCOPE OF AGREEMENT

SECTION 1 The execution of this agreement on the part of the Company shall cover
all full-time truck drivers, helpers, dockmen, warehousemen, checkers, hostlers,
and such other employees as may be presently or hereafter engaged in pickup,
delivery and assembling of freight within the jurisdiction of a signatory union
to this contract as outlined herein.

     Pick-up, Delivery, Local Cartage and Short Line as covered by this
Agreement shall mean those operations designated by the Company as short line
operations. This shall not be construed as preventing short line employees from
performing work that might otherwise be done by long line employees or vice
versa.

SECTION 2 Employees covered by this Agreement shall include, but not be limited
to, drivers, chauffeurs, or driver-helpers operating any vehicle operated on the
highway, street, or private road for transportation purposes. The term employee
also includes, but is not limited to, employees used in dock work, checking,
stacking, loading, unloading, shipping, receiving, assembling, and allied work.

     Regular employees are those employees that work continuously for the
Company and have completed their ninety (90) day probationary period. All terms
and conditions of this Agreement apply to these employees.

     Casual employees are "on call" and are not granted seniority or benefits
(other than wages) under this Agreement. Part-time employees are those normally
working less than forty (40) hours per week.

     Probationary employees are those full-time employees with less than ninety
(90) days of continuous service with the Company. After this ninety (90) day
trial period, full-time employees shall be placed on the seniority list.
<PAGE>

ARTICLE II - GENERAL PROVISIONS

SECTION 1 There shall be no split shifts for full-time employees.

SECTION 2 The Company agrees to maintain a clean, sanitary washroom, having hot
and cold running water and with toilet facilities unless otherwise mutually
agreed to.

SECTION 3 A daily time record shall be maintained by the Company at its place of
business. All terminals with five (5) or more employees shall have time clocks.

SECTION 4 Individual meal periods shall be established by the Company at either
thirty minutes or one hour. Employees will be notified as far in advance as
reasonably possible of a change.

     No employee shall be compelled to take more than one continuous meal period
during his shift. Meal periods will begin no sooner than four nor more than six
hours after reporting. Meal periods shall not be compulsory at stops where
driver is responsible for equipment or cargo, nor shall the meal period be
compulsory when or where there is no accessible eating place.

SECTION 5 All employees shall be granted a fifteen (15) minute coffee break,
approximately half-way through the first half of their shift, and a fifteen (15)
minute coffee break approximately half way through the second half of their
shift. Such coffee breaks shall be taken without loss of pay and the employee
shall not be required to make up such time.

SECTION 6 Employees may be assigned to any work on an emergency, training,
temporary, or intermittent basis. Employees working in a higher pay
classification in any given day shall receive the higher rate of pay for all
hours worked during that day.

ARTICLE III - SENIORITY

SECTION 1 Seniority shall be established upon successful completion of the
probationary period of ninety (90) days continuous service with the Company by a
full-time employee. All terms and conditions of the Agreement shall apply to
regular, full-tine employees who have completed the probationary period. After
completing the ninety (90) day probationary period, an employee shall be placed
on the seniority list as of his date of employment.

     Terminal seniority, as measured by length of service at such terminal,
shall prevail over Company seniority or seniority under another supplement
except where the Company and Union agree to the contrary.

SECTION 2 When it becomes necessary to reduce the working force, the last
employee hired shall be laid off first and when the force is again increased,
the employees shall be returned to work in the reverse order in which laid off.

                                       2
<PAGE>

     A laid off employee shall be given ten (10) days' notice of recall mailed
to his last known address. The employee must respond to such notice within three
(3) days after receipt thereof and actually report to work in seven (7) days
after receipt of notice unless otherwise mutually agreed. An employee shall lose
all seniority rights and right of recall if on layoff longer than twelve (12)
months or upon failure to comply with recall as provided above.

SECTION 3 Seniority shall not apply to probationary, part-time or casual
employees. Probationary, part-time and casual employees shall not be used in
order to lay off currently working full-time employees and further in the event
of a reduction of force, regular full-time employees shall have the right to
transfer to part-time or casual employee jobs without losing seniority if they
wish, rather than being laid off.

SECTION 4 The Company shall not require, as a condition of continued employment,
that an employee purchase truck, tractor and/or tractor and trailer or other
vehicular equipment or that any employee purchase or assume any proprietary
interest or other obligation in the business.

SECTION 5 All regular runs and new positions are subject to seniority and shall
be posted for bids. Posting will be at a conspicuous place so that all eligible
employees will receive notice of the vacancy. Such posting of bids shall be made
not more than once each calendar year, unless mutually agreed upon, except
bids for new runs, new positions or vacancies. The Company has full authority to
determine qualifications of any bidder.

     If either party at any time may find the present methods of bidding
inoperative as outlined, negotiations may be requested to correct any problems
arising under these procedures.

SECTION 6 The Employer shall post in a conspicuous place at the employee's home
terminal and shall mail to the Union within thirty (30) days after the signing
of this Supplemental Agreement, a list of the regular employees covered by this
Supplemental Agreement arranged according to their seniority. The above list
shall be kept current. Protest to any future employee's seniority date or
position on such list must be made in writing to the Employer within thirty
(30) days after such seniority date or position first appears, and if no
protests are timely made, the dates and positions as posted shall be deemed
correct. Any such protest which is timely made may be submitted to the grievance
procedure.

SECTION 7 In the event that the Company absorbs the business of another private
contract or common carrier, or is a party to a merger of line, the seniority of
the employees absorbed or affected thereby shall be determined by mutual
agreement between the parties, or the parties may agree to submit it to the
grievance procedure.

SECTION 8 Where any full-time employee is required by the Company to change
residence in order to follow employment as a result of an approved change of
operation, the Company shall move the employee or pay his moving expenses. This
shall not apply to moves within a radius of one hundred fifty (150) miles. The
Company shall not be responsible for moving or moving expenses if employee
changes his residence as a result of voluntary transfer.

                                       3
<PAGE>

SECTION 9 Employees may be assigned to any work as required by the Company to
serve the customers. Any employee who neglects or refuses the work assigned by
the Company may be relieved and sent home from duty or reassigned by the
Company.

ARTICLE IV - EXTRA BOARDS

SECTION 1 SHORT LINE EXTRA BOARD: Employees with seniority under this supplement
shall have the opportunity to bid for the number of extra board positions
designated by the Company for assignment on mileage paid work. Employees will
have the opportunity of having their names placed on the extra board as a
secondary job. Successful bidders will be used on their regular work assignment
and be "on call" as extra mileage paid runs are needed. Where extra board
mileage paid drivers are used at a terminal, the Company will assign runs on a
first-in, first-out basis wherever practicable.

SECTION 2 LONG LINE EXTRA BOARD: Short line supplement employees shall also have
the opportunity to bid on long line extra board positions, as designated by the
Company, to do extra board work as it comes up and still retain their short line
supplement seniority and regular job. At such time as an opening occurs and the
employee elects to transfer to a regular position (not extra board) under the
long line supplement, he shall cease to accrue seniority under this supplement
and begin to accrue seniority under the long line supplement. In the event of a
subsequent reduction of force, he shall exert his seniority under the long line
supplement only.

ARTICLE V - HOURS OF WORK AND PAY

SECTION 1 Except as expressly provided in this Agreement, flexibility in methods
of payments, hours of work, and extra pay for extra work or other reasons is
retained by the Company, any rates of pay or pay practices which are not in
conflict with the express provisions of the Agreement, may be continued and will
be posted in each terminal. When changes occur in such published rates, a copy
will be provided to the steward and the Union upon request. Such changes may be
made by the Company at any time.

SECTION 2 Except as expressly provided in this Agreement, present practices with
respect to scheduling work may be maintained. If changes become necessary, the
employees involved will be notified as far in advance as practicable.

SECTION 3 Wherever employees or work is specifically assigned on an hourly basis
by the Company such as on the dock or in local driving the following shall
apply:

SUB SECTION A. An Employee assigned on an hourly basis shall be paid for all
time spent in service of the Company as outlined in Sub Sections A through D
herein. Rates of pay provided for by this Agreement shall be minimums. Time
shall be computed from the time that the employee is ordered to report for work
and registers in and until he is effectively released from duty. All time lost
due to delays as a result of overloads or certificate violations involving
federal, state, or city regulations, which occur through no fault of the driver,
shall be paid for exclusive of meal periods.

                                       4
<PAGE>

SUB SECTION B. Any full-time regular employee assigned to work week schedule of
five (5) eight (8) hour days, reporting to work pursuant to instructions, shall
be paid four (4) hours' pay at his/her regular hourly rate if he/she is not
given work. If worked more than four (4) hours he/she shall be guaranteed eight
(8) hours' work or pay.

SUB SECTION C. When an emergency "call back" occurs, the employee shall be
guaranteed not less than two (2) hours' pay.

SUB SECTION D. For those employees assigned an eight (8) hour workday, all hours
worked in excess of eight (8) hours in one (1) day or forty (40) hours in any
work week shall be paid for at one and one-half times (1 1/2 ) the employee's
regular rate. For those employees assigned a ten (10) hour workday, all hours
worked in excess of ten (10) hours in one (1) day or forty (40) hours in any
work week shall be paid for at one and one-half (1 1/2) times the employee's
regular rate. Overtime shall not be pyramided.

SUB SECTION E. For those employees assigned an eight (8) hour work day, work
shall be scheduled for five (5) consecutive days with a limit of four (4) work
weeks. For those employees assigned a ten (10) hour workday, work shall be
scheduled for four (4) days of the regularly scheduled work week with at least
two (2) consecutive days off with a limit of four (4) work weeks. The Company
shall make every effort to schedule three (3) consecutive days off whenever
possible. The Union will be supplied at all tines with an up-to-date listing of
work weeks, start times and bid jobs.

SUB SECTION F. Holidays falling outside the regular scheduled work week shall be
paid in addition to pay for actual hours worked in the week.

SUB SECTION G. Minimum hourly rates of pay for hourly assigned employees under
his supplement are as listed below:

<TABLE>
<CAPTION>
                             12/01/00     12/01/01      12/01/02
                             --------     --------      --------
<S>                          <C>          <C>           <C>
REGULAR FULL TIME

Drivers - TOP                  $17.91       $18.41        $18.91

     1st 6 months               13.25        13.75         14.25

     2nd 6 months               13.95        14.25         14.95

     3rd 6 months               14.85        15.35         15.85

     4th 6 months               16.15        16.65         17.15

</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                          <C>          <C>           <C>
REGULAR PART TIME

Drivers - TOP                  $13.25       $13.75        $14.25

     First 500 hours            11.25        11.75         12.25

Dock - TOP                      12.00        12.50         13.00

     First 500 hours            10.40        10.90         11.40

CASUAL

Drivers - TOP                  $10.00       $10.50        $11.00

Dock - TOP                       9.90        10.40         10.90
</TABLE>

Note #1   No employee, regular, part-time or casual, who prior to the date of
          this Agreement was receiving more than the rate of wages designated in
          this schedule herein for the class of work in which he was engaged,
          shall suffer a reduction through the operation of this Agreement.

SECTION 4. MILEAGE RATES AND WORK. Whenever employees or work is specifically
assigned on a mileage basis by the Company such as line run, the Sub Sections A
through C shall apply:

SUB SECTION A. Minimum mileage rates for assignments under this supplement are:

<TABLE>
<CAPTION>
MILEAGE                           12/01/00        12/01/01         12/01/02
                                  --------        --------         --------
<S>                             <C>             <C>              <C>
SINGLE                           39.53cents      40.53cents       41.53cents

SLEEPER (Split)                  41.53cents      42.53cents       43.53cents

Triples and 2 40's add               2cents          2cents           2cents

48' and pup                          2cents          2cents           2cents

OTHER

Work Time                            $17.27          $17.77           $18.27

Break Down                             8.64            8.89             9.14

Holiday                               17.91           18.41            18.91
</TABLE>

                                       6
<PAGE>

ARTICLE VI - TERM OF AGREEMENT

The term of this Supplemental Agreement is subject to and controlled by the
MASTER AGREEMENT.

MOTOR CARGO, INC.                       TEAMSTERS, CHAUFFEURS, WAREHOUSEMEN AND
                                        HELPERS AND PROFESSIONAL, CLERICAL,
                                        PUBLIC AND MISCELLANEOUS EMPLOYEES,
                                        LOCAL UNION #533



By: /s/ Steve E. Wynn                   By: /s/ Mark W. Tracy
   ------------------------                -----------------------------

Date: 2-1-2001                          Date: 3-2-2001

                                       7
<PAGE>

                                   MOTOR CARGO
                                  Reno, Nevada
                              LONG LINE SUPPLEMENT
                                   2000 - 2003

This agreement, deemed made and entered into by and between MOTOR CARGO, INC.,
Reno, Nevada, hereinafter referred to as the COMPANY, and TEAMSTERS, CHAUFFEURS,
WAREHOUSEMEN & HELPERS AND PROFESSIONAL, CLERICAL, PUBLIC AND MISCELLANEOUS
EMPLOYEES, LOCAL UNION NO. 533, affiliated with the international Brotherhood of
Teamsters, AFL-CIO, hereinafter referred to as the UNION.

ARTICLE I - SCOPE OF AGREEMENT

SECTION 1 For the purpose of this supplement, the term "Long Line" is any dry
freight operation so designated by the Company as under this supplement and not
within the scope of the Local and Short Line Supplement between the parties.
This shall not preclude long line employees from performing work that might
otherwise be done by local and short line employees or vice versa.

SECTION 2 Employees covered by this Agreement shall include any employee driver,
chauffeur or driver-helper operating any vehicle operated on the highway, street
or private road for transportation purposes.

     Regular employees are those employees other than extra employees that work
continuously for the Company and have completed their ninety (90) day
probationary period. All terms and conditions of this Agreement apply to these
employees.

     Extra employees are those employees who normally work less than forty (40)
hours per week and have other employment and students enrolled in any
institution of learning and extra board employees having seniority under the
Short Line Supplement, or any of them. Long Line Extra Board employees (except
those under the Short Line Supplement) are on call and are not granted seniority
or other benefits (other than wages) under this Agreement.

     Probationary employees are those employees with less than ninety (90) days
of continuous service with the Company. After this ninety (90) day trial period,
full-time employees shall be placed on the regular seniority list.

SECTION 3 The Company expressly reserves the right to control the manner, means
and details if any, by which the owner-operator performs his services as well as
the means to be accomplished. They shall not be considered employees under this
contract. The Company reserves the right to sub-contract any work or services
performed; however, the Company shall not contract out work for the purpose of
laying off regular full-time employees or retaining such employees in laid off
status.
<PAGE>

ARTICLE II - RATES OF  PAY

SECTION 1 Except as expressly provided in this Agreement, flexibility in methods
of payment, hours of work and extra pay for extra work or other reasons is
retained by the Company. Any rates of pay or practices which are not in conflict
with the express provisions of this Agreement may be continued and will be
posted in each terminal. When changes occur in such published rates, a copy will
be provided to the steward and the Union upon request. Such changes may be made
by the Company at any time.

SECTION 2 Except as expressly provided in this Agreement, present practices with
respect to scheduling work may be maintained. If change becomes necessary, the
employees involved will be notified as far in advance as practicable.

SECTION 3 The minimum mileage rates of pay for all miles driven under this
agreement where such rates apply shall be:

<TABLE>
<CAPTION>
MILEAGE                            12/01/00       12/01/01         12/01/02
                                   --------       --------         --------
<S>                              <C>             <C>              <C>
SINGLE                           39.53cents      40.53cents       41.53cents

SLEEPER (split)                  41.53cents      42.53cents       43.53cents

Triples & 2 40's add                 2cents          2cents           2cents

48' and pup                          2cents          2cents           2cents

OTHER

Work Time                            $17.27          $17.77           $18.27

Break Down                             8.64            8.89             9.14

Holiday                               17.91           18.41            18.91
</TABLE>

SUB SECTION A. MILEAGE DETERMINATION. Mileage shall be paid over the shortest
practical route traveled from point of origin to point of destination with the
Company realizing that conditions reasonably beyond the control of the Company
or employee may dictate alternate routes.

     Mileage will be paid by mileage shown on official state highway maps. When
final destination is not shown on the maps available, actual miles traveled will
be logged from the last point shown. Mileage shown plus actual miles shall be
used. In the event an error in mileage has been made, this error will be
corrected immediately.

     All runs or trips shall be paid for at the mileage rate for miles driven.

                                       2
<PAGE>

SECTION 4 When an employee is called and reports for duty and no work is
provided, the employee shall be guaranteed a minimum of four (4) hours pay. The
four (4) hour guarantee shall not apply where an employee has been given at
least two (2) hours notice that no work is to be provided. Employees shall be
given at least two (2) hours notice when ordered to report for duty, at both the
home terminal and at the end of the run where he has been effectively released
from duty by the Company.

SECTION 5 In all cases where an employee is instructed to ride or drive on
Company or leased equipment, he shall receive full pay as specified in the
Agreement. When instructed to deadhead on other than Company or leased
equipment, he shall receive hourly rate of pay for time spent with a minimum of
eight (8) hours plus cost of transportation.

SECTION 6 On a turnaround operation involving the interchange of equipment in a
continuous through movement of schedules, the interchange of such equipment
shall be made at a regular designated point. Drivers shall not be released from
duty at such turnaround point.

SECTION 7 On breakdowns or impassable highways, each driver on all runs shall be
paid one-half (1/2) the hourly rate for all time spent on such delay, commencing
with the first hour or fraction thereof, but not to exceed eight (8) hours out
of each twenty-four (24) hour period, except that when an employee is required
to remain with his equipment during such breakdown or impassable highway, he
shall be paid for all such delay time at one-half (1/2) the rate specified in
this Agreement. Where an employee is held longer than an eight (8) hour period,
he shall in addition be furnished clean, comfortable, sanitary lodging, plus
meals. The pay for delay time shall be in addition to monies earned for miles
driven and/or work performed.

     All time lost due to delays as a result of overloads or certificate
violations involving federal, state, or city regulations, which occur through no
fault of the driver, shall be paid for at the regular applicable hourly rate in
this Agreement.

SECTION 8 The applicable hourly rate shall be paid to each driver for time spent
other than driving, which shall include, but not be limited to chaining time,
tire changes, loading and/or unloading, dropping and picking up trailers and
hostling.

SECTION 9 When drivers are required to take a rest period or layover during any
one round trip, away from his home terminal, he shall be compensated as follows:

     For the first fourteen (l4) hours of each layover period after the run end,
no pay.

     For the next eight (8) hours, beginning with the start of the fifteenth
(15th) hour after arrival at the layover point, at the regular hourly rate of
pay, with a minimum guarantee of one (1) hour if not dispatched at the beginning
of the fifteenth (15th) hour.

     For the next ten (10) hours, no pay.

                                       3
<PAGE>

     For the next eight (8) hours the regular hourly rate of pay.

     And continuing on the same basis for each continuing eighteen (18) hours.
Each driver will receive $8.00 for meals after eight (8) hours layover. These
provisions will only apply at one layover point during any one round trip.

SECTION 10 Holiday pay for Long Line supplement employees shall be calculated
based on the currently applicable Short Line Heavy Duty rate.

SECTION 11 Drivers of tractor without trailer shall be paid on the same basis as
tractor-trailer drivers.

SECTION 12 Drivers shall, except by mutual agreement, be allowed one (1)
continuous hour for meals, but in no event less than thirty (30) minutes, nor
mare than one (1) hour in each ten (10) hour period. No driver shall be
compelled to take any part of such continuous hour before he has been on duty
four (4) hours or after he has been on duty six (6) hours. Meal period shall not
be compulsory at terminals where driver is responsible for equipment or cargo,
nor shall meal period be compulsory when or where there is no accessible eating
place.

ARTICLE III - SENIORITY

SECTION 1 Seniority shall be established upon completion of the probationary
period of ninety (90) days continuous service with the Company by a full-time
employee. All terms and conditions of the Agreement shall apply to regular,
full-time employees who have completed the probationary period. After completing
the ninety (90) day probationary period, an employee shall be placed on the
seniority list as of his date of employment.

SECTION 2 Terminal seniority under this supplement as measured by length of
service at a terminal shall prevail over Company seniority or seniority under
another supplement, except where the Company and Union agree to the contrary.

SECTION 3 When it becomes necessary to reduce the working force the last man
hired shall be laid off first and when the force is again increased, the
employees are to be returned to work in the reverse order in which laid off.

     A laid off employee shall be given ten (10) days notice of recall mailed to
his last known address. The employee must respond to such notice within three
(3) days after receipt thereof and actually report to work in seven (7) days
after receipt of notice unless otherwise mutually agreed. An employee shall lose
all seniority rights and rights of recall if on layoff longer than twelve (12)
months or upon failure to comply with recall as provided above.

SECTION 4 The Company shall not require, as a condition of continuing
employment, that an employee purchase truck, tractor, and/or tractor and trailer
or other vehicular equipment or that any employee purchase or assume any
proprietary interest or other obligation of the business.

                                       4
<PAGE>

SECTION 5 All regular runs and new positions are subject to seniority and shall
be posted for bids. Posting shall be in a conspicuous place so that all eligible
employees shall receive notice of the vacancy. Such posting of bids shall be
made not more than once each calendar year, unless mutually agreed, except bids
for new runs, new positions or vacancies.

     If either party at any time may find the present methods of bidding
inoperative as outlined, negotiations may be requested to correct any problems
arising under these procedures.

SECTION 6 The Employer shall post in a conspicuous place at the employee's home
terminal, and shall mail to the Union within thirty (30) days after the signing
of this Supplemental Agreement, a list of the regular employees covered by this
Supplemental Agreement arranged according to their seniority. The above list
shall be kept current. Protest to any future employee's seniority date or
position on such list must be made in writing to the Employer within thirty (30)
days after such seniority date or position first appears, and if no protests are
timely made, the dates and positions as posted shall be deemed correct. Any such
protest which is timely made may be submitted to the grievance procedure.

SECTION 7 In the event that the Company absorbs the business of another private
contract or common carrier, or is a party to a merger of line, the seniority of
the employees absorbed or affected thereby shall be determined by mutual
agreement between the parties, or the parties may agree to submit it to the
grievance procedure.

SECTION 8 When a branch, terminal, division or operation is closed and the work
of the branch, terminal, division, or operation is eliminated, an employee who
was formerly employed at another branch, terminal, division or operation shall
have the right to transfer back to such former branch, terminal, division or
operation and exercise his seniority based on the date of hire at the branch,
terminal, division or operation into which he is transferring, provided he has
not been away from such original terminal for more than two (2) years.

     When a branch, terminal, division or operation is closed or partially
closed and the work of the branch, terminal, division or operation is
transferred to another branch, terminal, division or operation in whole or in
part, an employee at the closed or partially closed down branch, terminal,
division or operation shall have the right to transfer to the branch, terminal,
division or operation in which the work was transferred if work is available
there. Such employee, however, shall go to the bottom of the seniority board and
shall have the right of job selection only in accordance with his seniority at
such terminal. However, he shall exercise his Company seniority for layoff
purposes and all other contract benefits.

     In all transfers referred to above, the employee must be qualified to
perform the job by experience in the classification.

SECTION 9 Where any full-time regular employee is required by one company to
change residence in order to follow employment as a result of an approved change
of operation, the Company shall move the employee or pay his moving expenses.
This shall not apply to moves

                                       5
<PAGE>

within one hundred fifty (150) miles. The Company shall not be responsible for
moving or moving expenses if the employee changes his residence as a result of
voluntary transfer.

ARTICLE IV - EXTRA BOARD DRIVERS

SECTION 1 LONG LINE EXTRA BOARD: An extra board shall be established by the
Company in accordance with the number of extra board positions it may from time
to time determine are necessary. Short Line Supplement employees shall have the
opportunity to bid on long line extra board positions as designated by the
Company, do the extra board work as it comes up and still retain their short
line supplement seniority and regular job. At such time as a regular (not extra
board) opening occurs and the employee elects to transfer to a regular position
under this supplement, he shall begin to accrue seniority under this supplement
and shall then exert seniority under this supplement only. This shall not be
interpreted to mean the Employer may not hire new regular long line drivers as
it determines openings exist.

SECTION 2 Where extra long line drivers are regularly used at a terminal, the
Company will assign runs on a first in, first out basis.

SECTION 3 Employees may be assigned to any work as required by the Company to
serve the customers. Any employee who neglects or refuses the work assigned may
be relieved and sent home or reassigned by the Company.

ARTICLE V - TERM OF AGREEMENT

The term of this Supplemental Agreement is subject to and controlled by the
MASTER AGREEMENT.


MOTOR CARGO, INC.                       TEAMSTERS, CHAUFFEURS, WAREHOUSEMEN AND
                                        HELPERS AND PROFESSIONAL, CLERICAL,
                                        PUBLIC AND MISCELLANEOUS EMPLOYEES,
                                        LOCAL UNION #533



By: /s/ Steve E. Wynn                   By: /s/ Mark W. Tracy
   -------------------------               -----------------------------

Date: 2-1-2001                          Date: 3-2-2001


                                       6