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EXHIBIT 10.15

                            SCS TRANSPORTATION, INC.

                          DIRECTORS' DEFERRED FEE PLAN

                                    ARTICLE I

                                     PURPOSE

         The purpose of the SCS Transportation, Inc. Directors' Deferred Fee
Plan is to allow non-employee Directors of the Company to defer receipt of
certain compensation they earn as a Director. It is intended that the Plan will
provide incentives to become and remain a Director of the Company and provide a
mechanism to further align the interests of non-employee Directors with those of
the Company's stockholders.

                                   ARTICLE II

                                   DEFINITIONS

         For the purposes of this Plan, the following words and phrases shall
have the meanings indicated, unless the context clearly indicates otherwise:

         2.1      BENEFICIARY. "Beneficiary" means the person, persons or entity
designated by the Participant, or as otherwise provided in Article VIII, to
receive any benefits distributable under the Plan in the event of the
Participant's death. Any Participant Beneficiary designation shall be made in a
written instrument filed with the Committee pursuant to Article VIII and shall
become effective only when received in writing by the Company.

         2.2      BOARD. "Board" means the Board of Directors of the Company.

         2.3      CHANGE OF CONTROL. "Change of Control" means a transaction in
which the Company is wholly or partly liquidated or is a party to a merger,
consolidation, or reorganization in which it is not the surviving entity.

         2.4      COMMITTEE. "Committee" means the Compensation Committee of the
Board.

         2.5      COMPANY. "Company" means SCS Transportation, Inc., a Delaware
corporation.

         2.6      COMPENSATION. "Compensation" means any annual retainers or
annual fees (excluding any stock options) to which a Director would otherwise be
entitled to, whether for service on the Board or on a Committee of the Board or
for service as a committee chairperson.

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         2.7      DEFERRAL BENEFIT. "Deferral Benefit" means the benefit payable
to a Participant or Participant's Beneficiary upon the Participant's death or
Termination of Board service, provided in Article VII hereof.

         2.8      DEFERRED BENEFIT ACCOUNT. "Deferred Benefit Account" means the
accounts maintained on the books of account of the Company for each Participant
pursuant to Article VI. Separate Deferred Benefit Accounts shall be maintained
for each Participant. More than one Deferred Benefit Account may be maintained
for each Participant as necessary to reflect separate deferral elections. A
Participant's Deferred Benefit Account shall be utilized solely as a device for
the measurement and determination of the amounts to be distributed to the
Participant pursuant to this Plan. A Participant's Deferred Benefit Account
shall not constitute or be treated as a trust fund of any kind or require the
segregation of any assets of the Company.

         2.9      DETERMINATION DATE. "Determination Date" means the date on
which the amount of a Participant's Deferred Benefit Account is determined as
provided in Article VI hereof. Each business day shall be a Determination Date.

         2.10     DIRECTOR. "Director" means a member of the Board of Directors
of the Company who is not an employee of the Company or any Subsidiary.

         2.11     DISABILITY. "Disability" means a physical or mental condition
of a Participant resulting in an inability of a Participant to continue services
as a Director of the Company.

         2.12     PARTICIPANT. "Participant" means each Director who elects to
participate by filing a Participation Agreement as provided in Article IV.

         2.13     PARTICIPATION AGREEMENT. "Participation Agreement" means the
Director's election form filed by a Participant prior to the beginning of the
first period for which any of the Participant's Compensation is to be deferred
pursuant to the Plan. A form of such Participation Agreement is attached to this
document.

         2.14     PLAN. "Plan" means this SCS Transportation, Inc. Directors'
Deferred Fee Plan.

         2.15     PLAN YEAR. "Plan Year" means a twelve month period commencing
on January 1 and ending the following December 31. The first Plan Year shall
commence on January 1, 2004 and end on December 31, 2004.

         2.16     SPOUSE. "Spouse" means a Participant's wife or husband who was
lawfully married to the Participant at the time of the Participant's death or a
determination of Participant's incompetency.

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         2.17     SUBSIDIARY. "Subsidiary" means a corporation more than 80% of
the outstanding stock of which is owned directly or indirectly by the Company.

         2.18     TERMINATION. "Termination" means a Participant's resignation
as a Director, removal from office or any other termination from service as a
Director for any reason.

         2.19     UNIT. A "Unit" means the equivalent to the value of a single
share of SCS Transportation, Inc. common stock.

                                   ARTICLE III

                                 ADMINISTRATION

         3.1      COMMITTEE; DUTIES. The Plan shall be administered by the
Committee. Members of the Committee may be Participants under the Plan. The
Committee shall have the discretionary authority to make, amend, interpret and
enforce all appropriate rules and regulations for the administration of the Plan
and decide or resolve any and all questions, including interpretation of the
Plan, as may arise in connection with the Plan. The Committee may delegate
administrative duties to an employee or employees of the Company.

         3.2      BINDING EFFECT OF DECISIONS. The decision or action of the
Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated under the Plan shall be final, conclusive and binding
upon all persons having any interest in the Plan, unless a written appeal is
received by the Company within sixty days of the disputed decision or action.
The appeal will be reviewed by the Committee and the decision of the Committee
shall be final, conclusive and binding on the Participant and all persons
claiming by, through or under the Participant, including but not limited to any
Beneficiary of the Participant.

                                   ARTICLE IV

                                  PARTICIPATION

         4.1      PARTICIPATION. Participation in the Plan shall be limited to
each Director who is not an employee of the Company or a Subsidiary and who
elects to participate in the Plan by filing a Participation Agreement with the
Committee. A Participation Agreement must be filed prior to December 31
immediately preceding the Plan Year in which the Participant's participation in
the Plan will commence. The election to participate shall be effective on the
first day of the Plan Year following receipt by the Committee of a properly
completed and executed Participation Agreement.

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         However, with respect to a Director who during a Plan Year becomes
eligible to participate herein, an initial Participation Agreement may be filed
within 30 days of the Committee's notification to Participant of eligibility to
participate. Such election to participate shall be effective on the first day of
the month following the Committee's receipt thereof.

         4.2      MAXIMUM DEFERRAL AND LENGTH OF PARTICIPATION. A Participant
may elect in a Participation Agreement to defer any portion or all of such
Participant's Compensation which the Participant elects to be paid in common
stock of the Company. The deferral percentage elected in each Participation
Agreement shall be applied to the Participant's Compensation earned during the
Plan Year to which the Participation Agreement applies. Deferrals shall commence
with the Plan Year immediately following the year in which the respective
Participation Agreement is filed with the Committee; however, an initial
Participation Agreement which is effective other than on January 1 of a Plan
Year shall apply to the remainder of that Plan Year.

         A Participant's election to defer Compensation shall be irrevocable
upon the filing of the Participation Agreement; however, the deferral of
Compensation under any Participation Agreement may be suspended or amended as
provided in paragraphs 4.3 and 9.1 or as provided below.

         A Participant may amend a currently effective deferral election with
respect to deferrals in subsequent Plan Years covered by a Participation
Agreement by filing a new Participation Agreement with the Committee in the
manner provided in paragraph 4.3. If a new Participation Agreement is not filed
to change the amount to be deferred, it will be assumed that the deferral
election from the prior Plan Year will continue during the subsequent Plan Year.

         The form of benefit payment and the date benefits are to commence may
not be amended without the consent of the Committee.

         4.3      ADDITIONAL PARTICIPATION AGREEMENT. A Participant may enter
into a new Participation Agreement by filing a Participation Agreement with the
Committee prior to December 31 of any calendar year, stating the amount that the
Participant elects to have deferred. The new Participation Agreement shall be
effective as to Compensation earned in Plan Years beginning after the last day
of the Plan Year in which the respective agreement is filed with the Committee.
A new Participation Agreement is subject to all of the provisions and
requirements set forth in paragraph 4.2.

                                    ARTICLE V

                              DEFERRED COMPENSATION

         5.1      DEFERRED COMPENSATION. The amount of Compensation that a
Participant elects to defer in a Participation Agreement with respect to each
Plan Year of participation in the Plan shall be converted into Units and
credited by the Company to the

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Participant's Deferred Benefit Account throughout the year as the Participant
would be paid any nondeferred portion of Compensation for such Plan Year.

         The price per share of Company common stock to be used for converting
the Participant's deferral into Units shall be the closing price per share of
the Company's common stock as listed on The Nasdaq Stock Market on the date
Compensation would have been paid had there been no deferral. If no shares have
been traded on such date, then the next preceding date on which such shares have
been traded shall be used.

         5.2      VESTING OF DEFERRED BENEFIT ACCOUNT. A Participant shall be
100% vested in the Participant's Deferred Benefit Account at all times.

                                   ARTICLE VI

                            DEFERRED BENEFIT ACCOUNT

         6.1      DETERMINATION OF ACCOUNT. The Participant's Deferred Benefit
Account as of each Determination Date shall consist of the balance of the
Participant's Deferred Benefit Account as of the immediately preceding
Determination Date, plus the Participant's deferred Compensation withheld and
converted into Units pursuant to paragraph 5.1 since such immediately preceding
Determination Date. The Deferred Benefit Account of each Participant shall be
reduced by the amount of all Benefit Payments, if any, made with respect to such
Deferred Benefit Account since the preceding Determination Date.

         6.2      CREDITING OF DIVIDENDS. As of each Determination Date, the
Participant's Deferred Benefit Account shall be credited with additional Units
equal in value to any dividends the Participant would have received had the
Participant been the owner of shares of the Company's common stock equal to the
number of Units in Participant's Account. Any common stock dividends declared
and paid throughout the Plan Year shall be converted into Units as of the date
the dividends are paid and credited to the Participant's Deferred Benefit
Account. Units shall be credited based on the balance of the Deferred Benefit
Account on the Determination Date but after the Deferred Benefit Account has
been adjusted for any contributions or distributions to be credited or deducted
for each such day.

         6.3      STATEMENT OF ACCOUNTS. The Company shall submit to each
Participant, within 60 days after the close of the Plan Year, a statement in
such form as the Committee deems appropriate, setting forth the balance of each
Participant's Deferred Benefit Account as of the last day of the preceding Plan
Year.

         6.4      ADJUSTMENT FOR CHANGES IN CAPITALIZATION. In the event of any
change in the number of outstanding shares of the Company's common stock
occurring through stock splits, stock dividends, mergers, recapitalizations and
the like, the Committee shall make such adjustments in the amounts credited to
each Participant's Deferred Benefit

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Account as the Committee, in its discretion, may consider appropriate, and all
such adjustments shall be conclusive upon all persons.

                                   ARTICLE VII

                                    BENEFITS

         7.1      BENEFIT FOR TERMINATION. Subject to paragraph 7.4 below, upon
a Participant's termination of Board service for any reason, other than death or
Disability, the Participant shall be entitled to a Deferral Benefit equal to the
amount of Participant's Deferred Benefit Account determined under paragraphs 6.1
and 6.2 hereof as of the Determination Date coincidental with or immediately
following such event.

         7.2      DEATH. Upon the death of a Participant, Participant's
Beneficiary or Beneficiaries shall be entitled to receive a Deferral Benefit
equal to the remaining balance in Participant's Deferred Benefit Account as of
the Determination Date next following the date of death. The Deferral Benefit
shall be distributed as provided for in paragraph 7.4. The Deferral Benefit
provided for in this paragraph 7.2 shall be in lieu of all other benefits under
this Plan in the event of a Participant's death.

         7.3      DISABILITY. In the event of Disability, the disabled
Participant shall be entitled to receive a Deferral Benefit equal to the amount
of Participant's Deferred Benefit Account determined under paragraphs 6.1 and
6.2 as of the Determination Date next following such Disability. The Deferral
Benefit shall be distributed as provided for in paragraph 7.4.

         7.4      FORM OF BENEFIT.

         (a)      Upon the occurrence of an event described in paragraphs 7.1,
                  7.2 or 7.3 above, the Company shall distribute to the
                  Participant or Participant's Beneficiary the Deferral Benefit
                  specified in such paragraphs in one of the following forms
                  (the "Benefit Payment" or "Benefit Payments") as elected in
                  the Participation Agreement filed by the Participant:

                  (1)      A single lump sum distribution, or

                  (2)      Annual distributions over a period of 2 to 10 years.
                           The annual distributions shall be calculated by
                           multiplying the amount credited to a Participant's
                           Deferred Benefit Account as of the last business day
                           of December preceding the annual distribution by a
                           fraction, the numerator of which is one, and the
                           denominator of which is the remaining number of
                           annual distributions due the Participant, rounded
                           down to the next whole Unit. Any fractional Units
                           will be carried over to the next distribution date.

         (b)      In the absence of a Participant's election under subparagraph
                  7.4(a), benefits shall be distributed in the form specified in
                  subparagraph 7.4(a)(1).

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         (c)      All Benefit distributions made under this paragraph 7.4 shall
                  be made in common stock of the Company plus cash for any
                  fractional Unit at the time of the final distribution.

         7.5      WITHHOLDING; PAYROLL TAXES. To the extent required by the law
in effect at the time distributions are made, the Company shall withhold from
distributions made hereunder any taxes required to be withheld from a
Participant's compensation for the federal or any state or local government.

         7.6      COMMENCEMENT OF DISTRIBUTIONS. Distributions in the form of a
lump sum as specified in subparagraph 7.4(a) (1), shall be made within 30 days
following receipt of notice by the Committee of an event that entitles a
Participant (or a Beneficiary) to distribution under the Plan. Annual
distributions as specified in subparagraph 7.4(a) (2) shall begin within 30 days
of the first day of the calendar year following termination. Subsequent annual
distributions shall be made within 30 days of the first day of each calendar
year as elected by the Participant until the Account Balance is distributed in
full.

         7.7      CHANGE OF CONTROL. Anything in this Plan to the contrary
notwithstanding, upon a Change of Control, the Participant shall be entitled to
receive a Deferral Benefit equal to the amount of Participant's Deferred Benefit
Account determined under paragraphs 6.1 and 6.2 as of the Determination Date
coincidental with or next following such Change of Control. The Deferral Benefit
shall be distributed as provided in paragraph 7.4. However, if annual
distributions are elected, such distributions shall not exceed 5 years.

                                  ARTICLE VIII

                             BENEFICIARY DESIGNATION

         8.1      BENEFICIARY DESIGNATION. Each Participant shall have the
right, at any time, to designate in writing on a form prescribed by the
Committee any person or persons as Beneficiary or Beneficiaries (both principal
as well as contingent) to whom distribution under the Plan shall be made in the
event of Participant's death prior to completion of Benefit Payments due to the
Participant under the Plan.

         8.2      AMENDMENTS. Any Beneficiary Designation may be changed by a
Participant by filing such change with the Committee in writing on a form
prescribed by the Committee. The filing of a new Beneficiary Designation form
will cancel all Beneficiary Designations previously filed.

         8.3      NO BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant, then the Participant's designated Beneficiary shall
be deemed to be the person or persons surviving Participant in the first of the
following classes in which there is a survivor, share and share alike:

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         (a)      The Participant's surviving Spouse;

         (b)      The Participant's living children in equal shares, except that
                  if any of the children predecease the Participant but leave
                  issue surviving, then such issue shall take by right of
                  representation the share their parent would have taken if
                  living;

         (c)      The personal representative (executor or administrator) of
                  Participant's estate.

         8.4      EFFECT OF DISTRIBUTION. The distribution to the deemed
Beneficiary of the entire amount owed shall completely discharge the Company's
obligations under this Plan.

                        AMENDMENT AND TERMINATION OF PLAN

         9.1      AMENDMENT. The Company may amend the Plan at any time in whole
or in part; however, no amendment shall decrease or restrict any Deferred
Benefit Account except as otherwise provided in the Plan. In the event the Plan
is amended, the Participation Agreement shall be subject to the provisions of
such amendment as if such amendment were set forth in full therein, without
further action or amendment to the Participation Agreement. The Company and each
Participant and Beneficiary shall be bound by, and have the benefit of, each and
every provision of the Plan, as amended from time to time.

         9.2      COMPANY'S RIGHT TO TERMINATE. The Company may terminate the
Plan at any time with respect to new elections or existing elections to defer
if, in its reasonable business judgment, the continuance of the Plan, the tax,
accounting, or other effects thereof, or potential distributions thereunder
would not be in the best interests of the Company. The Company may also
terminate the Plan in its entirety at any time, and upon any such termination,
all Participants under the Plan shall receive a distribution of the balance in
their Deferred Benefit Accounts in a lump sum, or over such period of time (not
longer than the periods elected by the Participants in their respective
Participant Agreements) as may be determined by the Company, taking into account
relevant income tax considerations.

                                    ARTICLE X

                                  MISCELLANEOUS

         10.1     UNSECURED GENERAL CREDITOR STATUS. Participants and their
Beneficiaries shall have no legal or equitable rights, interests or claims in
any property or assets of the Company. The Company's obligation under the Plan
is and shall be merely an unfunded and unsecured promise of the Company to
distribute benefits in the future.

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         10.2     NONASSIGNABILITY. Neither a Participant nor a Beneficiary nor
any other person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
convey in advance of actual receipt the benefits, if any, distributable under
the Plan, or any part thereof, which are, and all rights to which are, expressly
declared to be nonassignable and non-transferable. No part of the benefits
distributable shall, prior to actual distribution, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

         10.3     NOT A CONTRACT OF CONTINUED SERVICE. The terms and conditions
of this Plan shall not be deemed to constitute a contract of continued service
as a Director of the Company and the Participant (or Participant's Beneficiary)
shall have no rights against the Company except as may otherwise be specifically
provided herein. Moreover, nothing in this Plan shall be deemed to give a
Participant the right (i) to be retained in the service of the Company for any
specific length of time, (ii) to interfere with the right of the Company to
discipline or discharge the Participant at any time, (iii) to hold any
particular position or responsibility with the Company, or (iv) to receive any
particular Compensation from the Company.

         10.4     PROTECTIVE PROVISIONS. Each Participant shall cooperate with
the Company by furnishing any and all information requested by the Company in
order to facilitate the distribution of benefits under the Plan, and by taking
such other actions as reasonably may be requested by the Company.

         10.5     INCOMPETENT. If the Committee reasonably determines that any
Participant or Beneficiary to whom a benefit is distributable under this Plan is
unable to care for his or her affairs because of illness or accident, then any
distribution due such Participant or Beneficiary (unless prior claim therefor
shall have been made by a duly authorized guardian or other legal
representative) may be made, upon appropriate indemnification of the Company, to
the person deemed by the Committee to have current responsibility for the
handling of the affairs of such Participant or Beneficiary. Any such
distribution shall be for the account of the Participant or Beneficiary and
shall be a complete discharge of any liability of the Company therefor.

         10.6     GOVERNING LAW. The provisions of this Plan shall be governed
by and construed according to the laws of the State of Delaware, without regard
to the principles of conflicts of law which might otherwise apply.

         10.7     SUCCESSORS. The provisions of this Plan shall bind and inure
to the benefit of the Company and its successors and assigns.

         10.8     EFFECTIVE DATE. This Plan shall become effective as of
December 11, 2003.

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         ADOPTED pursuant to resolution of the Board of Directors this 11th day
of December, 2003.

                                    SCS TRANSPORTATION, INC.

                                    By /s/ Herbert A. Trucksess, III
                                       -----------------------------------------
                                                   President

                                    By /s/ James J. Bellinghausen
                                       -----------------------------------------
                                                   Secretary

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