<PAGE>

EXHIBIT 10.12

                            STOCK PURCHASE AGREEMENT

                                      AMONG

                          SAIA MOTOR FREIGHT LINE, INC.

                                       AND

                                 JAMES D. CLARK
                                 JANICE A. CLARK
                                   AMY L. HUNT
                                  G. J. DEYONGE
                                       AND
       STUART W. KUTLER TRUST UNDER TRUST AGREEMENT DATED JANUARY 28, 1998

                                February 16, 2004

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                           <C>
1.    Definitions.......................................................................................       1

2.    Purchase and Sale of Company Shares...............................................................       8
   (a)      Purchase Price..............................................................................       8
   (b)      Payment.....................................................................................       8
   (c)      The Closing.................................................................................       8
   (d)      Deliveries at the Closing...................................................................       8

3.    Representations and Warranties Concerning the Transaction.........................................       8
   (a)      Representations and Warranties of the Sellers...............................................       8
   (b)      Representations and Warranties of the Buyer.................................................       9

4.    Representations and Warranties Concerning the Company.............................................      10
   (a)      Organization, Qualification, and Corporate Power............................................      11
   (b)      Capitalization..............................................................................      11
   (c)      Noncontravention............................................................................      11
   (d)      Brokers' Fees...............................................................................      12
   (e)      Title to Assets.............................................................................      12
   (f)      Subsidiaries................................................................................      12
   (g)      Financial Statements........................................................................      12
   (h)      Books and Records...........................................................................      12
   (i)      Events Subsequent to October 1, 2003........................................................      13
   (j)      Undisclosed Liabilities.....................................................................      14
   (k)      Business Practices..........................................................................      15
   (l)      Legal Compliance............................................................................      15
   (m)      Tax Matters.................................................................................      15
   (n)      Real Property...............................................................................      17
   (o)      Intellectual Property.......................................................................      20
   (p)      Tangible Assets.............................................................................      22
   (q)      Inventory...................................................................................      22
   (r)      Contracts...................................................................................      22
   (s)      Notes and Accounts Receivable...............................................................      24
   (t)      Powers of Attorney..........................................................................      24
   (u)      Insurance...................................................................................      24
   (v)      Litigation..................................................................................      24
   (w)      Labor Matters...............................................................................      25
   (x)      Employee Benefits...........................................................................      25
   (y)      Guaranties..................................................................................      28
   (z)      Environmental Matters.......................................................................      28
   (aa)     Certain Business Relationships With the Company.............................................      30
   (bb)     Contractors.................................................................................      30
   (cc)     Customer Relations..........................................................................      30
   (dd)     Bank Accounts...............................................................................      31
   (ee)     No Additional Representations and Warranties................................................      31

5.    Post Closing Covenants............................................................................      31
   (a)      General.....................................................................................      31
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                           <C>
   (b)      Litigation Support..........................................................................      32
   (c)      Transition..................................................................................      32
   (d)      Confidentiality.............................................................................      32
   (e)      Miscellaneous...............................................................................      32
   (f)      Payment of Indebtedness.....................................................................      34

6.    Deliveries at Closing.............................................................................      34
   (a)      Sellers' Deliveries at Closing..............................................................      34
   (b)      Buyer's Deliveries at Closing...............................................................      36

7.    Remedies for Breaches of this Agreement...........................................................      36
   (a)      Survival of Representations and Warranties..................................................      37
   (b)      Time Limitations............................................................................      37
   (c)      Indemnification Provisions for Benefit of the Buyer.........................................      37
   (d)      Indemnification Provisions for Benefit of the Sellers.......................................      39
   (e)      Calculation of Adverse Consequences; Limitations on Indemnity Obligations...................      40
   (f)      Right to Set off; Escrow....................................................................      42
   (g)      Matters Involving Third Parties.............................................................      42
   (h)      Other Indemnification Provisions............................................................      44

8.    Tax Matters.......................................................................................      44
   (a)      Tax Filings.................................................................................      44
   (b)      Section 338(h)(10) Election.................................................................      45
   (c)      Allocation of Purchase Price................................................................      46
   (d)      S Corporation Status........................................................................      46
   (e)      Cooperation on Tax Matters..................................................................      46
   (f)      Tax Sharing Agreements......................................................................      47
   (g)      Certain Taxes and Fees......................................................................      47

9.    Miscellaneous.....................................................................................      47
   (a)      Nature of Certain Obligations...............................................................      47
   (b)      Press Releases and Public Announcements.....................................................      47
   (c)      No Third-Party Beneficiaries................................................................      48
   (d)      Entire Agreement............................................................................      48
   (e)      Succession and Assignment...................................................................      48
   (f)      Counterparts................................................................................      48
   (g)      Headings....................................................................................      48
   (h)      Notices.....................................................................................      48
   (i)      Governing Law...............................................................................      49
   (j)      Amendments and Waivers......................................................................      49
   (k)      Equitable Modification......................................................................      49
   (l)      Expenses....................................................................................      49
   (m)      Construction................................................................................      50
   (n)      Incorporation of Exhibits, Annexes, and Schedules...........................................      50
   (o)      Specific Performance........................................................................      50
   (p)      Submission to Jurisdiction..................................................................      50
   (q)      Arbitration.................................................................................      51
   (r)      Appointment of Sellers' Representative......................................................      52
</TABLE>

                                       ii
<PAGE>

                                                                  EXECUTION COPY

                            STOCK PURCHASE AGREEMENT

                  This Agreement (the "Agreement") entered into on February 16,
2004, by and among Saia Motor Freight Line, Inc., a Louisiana corporation (the
"Buyer") and James D. Clark, Janice A. Clark, Amy L. Hunt, G. J. DeYonge and the
Stuart W. Kutler Trust Under Trust Agreement dated January 28, 1998
(collectively the "Sellers"). The Buyer and the Sellers are referred to
collectively herein as the "Parties".

                  The Sellers in the aggregate own all of the outstanding
capital stock of Clark Bros. Transfer, Inc., a Nebraska corporation (the
"Company").

                  This Agreement contemplates a transaction in which the Buyer
will purchase from the Sellers, and the Sellers will sell to the Buyer, all of
the outstanding capital stock of the Company in return for cash and a promissory
note.

                  NOW, THEREFORE, in consideration of the premises and the
mutual promises herein made, and in consideration of the representations,
warranties, and covenants herein contained, the Parties agree as follows.

                  1.       Definitions.

                  "AAA" has the meaning set forth in Section 9(q) below.

                  "Accredited Investor" has the meaning set forth in Regulation
D promulgated under the Securities Act.

                  "Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages (excluding, except as otherwise
provided in this Agreement, incidental, consequential, special, enhanced and
punitive damages) dues, diminution in value, penalties, fines, costs (including
costs of investigation and defense, court costs and attorneys' fees, Costs and
Fees and Arbitration Expenses), amounts paid in settlement, liabilities,
obligations, Taxes, liens, losses, expenses and fees.

                  "Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act.

                  "Affiliated Group" means any affiliated group within the
meaning of Code Section 1504(a) or any similar group defined under a similar
provision of state, local, or foreign law.

                  "Agreement" has the meaning set forth in the preface above.

                  "Arbitrable Dispute" has the meaning set forth in Section 9(q)
below.

                  "Arbitration Expenses" has the meaning set forth in Section
9(q) below.

                  "Arbitrators" has the meaning set forth in Section 9(q) below.

<PAGE>

                  "Basket" has the meaning set forth in Section 7(e) below.

                  "Buyer" has the meaning set forth in the preface above.

                  "Capitalized Lease" means a lease under which the obligations
of the lessee should, in accordance with GAAP consistently applied, be included
in determining total liabilities as shown on the liability side of a balance
sheet of the lessee.

                  "Capitalized Lease Obligations" means the amount of the
liability reflecting the aggregate discounted amount of future payments under
all Capitalized Leases calculated in accordance with GAAP consistently applied
and Statement of Financial Accounting Standards No. 13.

                  "Closing" has the meaning set forth in Section 2(c) below.

                  "Closing Date" has the meaning set forth in Section 2(c)
below.

                  "COBRA" means the requirements of Part 6 of Subtitle B of
Title I of ERISA and Code Section 4980B and of any similar state law.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" has the meaning set forth in the preface above.

                  "Company Retained Property" has the meaning set forth in
Section 5(g) below.

                  "Company Share" means any issued and outstanding share of the
capital stock of the Company.

                  "Confidential Information" means any information concerning
the businesses and affairs of the Company that is not generally available to the
public (other than through a breach of a confidentiality obligation or similar
obligation owed to the Company).

                  "Controlled Groups" has the meaning set forth in Code Section
1563.

                  "Conveyed Property" has the meaning set forth in Section 5(g)
below.

                  "Costs and Fees" has the meaning set forth in Section 9(q)
below.

                  "Covered Breach" has the meaning set forth in Section 7(e)
below.

                  "Disclosure Schedule" has the meaning set forth in Section 4
below.

                  "EBITDA Claim Basket" has the meaning set forth in Section
7(e) below.

                  "EBITDA Reduction Claim" has the meaning set forth in Section
7(e) below.

                  "Employee Benefit Plan" means any "employee benefit plan" (as
such term is defined in ERISA Section 3(3)) and any other employee benefit plan,
program or arrangement of any

                                       2
<PAGE>

kind.

                  "Employee Pension Benefit Plan" has the meaning set forth in
ERISA Section 3(2).

                  "Employee Welfare Benefit Plan" has the meaning set forth in
ERISA Section 3(1).

                  "Employment Agreement" has the meaning set forth in Section
6(a) below.

                  "Environmental Law" means any applicable laws (including
rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
rulings and charges thereunder) as enacted and in effect on or prior to the
Closing Date relating to the protection of health or the environment, including
without limitation: the Clean Air Act, the Federal Water Pollution Control Act,
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act, the Toxic Substance Control Act, any
comparable state or foreign law, and the common law, including the law of
nuisance and strict liability.

                  "Environmental Permits" means all permits, registrations,
approvals, licenses, filings and submissions to any governmental body or other
authority required by or made by or on behalf the Company under or pursuant to
any Environmental Law.

                  "Environmental Property" means any assets or property
currently or previously owned, leased, operated or used by the Company.

                  "EPA" means the United States Environmental Protection Agency.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "ERISA Affiliate" means each entity which is treated as a
single employer with the Company for purposes of Code Section 414.

                  "Escrow Agent" means Wells Fargo Bank, N.A.

                  "Escrow Agreement" means that certain Escrow Agreement dated
as of the Closing Date among Buyer, certain of the Sellers and the Escrow Agent.

                  "Excepted Real Property" has the meaning set forth in Section
4(z) below.

                  "Fiduciary" has the meaning set forth in ERISA Section 3(21).

                  "Financial Statements" has the meaning set forth in Section
4(g) below.

                  "GAAP" means United States generally accepted accounting
principles as in effect from time to time.

                   "Hazardous Materials" shall mean pollutants, contaminants,
hazardous substances, hazardous chemicals, toxic substances, hazardous wastes,
infectious wastes, radioactive materials, petroleum including crude oil or any
fraction thereof, asbestos fibers, or

                                       3
<PAGE>

solid wastes or other hazardous materials, including without limitation those
defined in any Environmental Law.

                  "HIPAA" means the Health Insurance Portability and
Accountability Act of 1996, as amended.

                  "Improvements" has the meaning set forth in Section 4(n)
below.

                  "Income Tax" means any federal, state, local, or foreign
income tax, including any interest, penalty, or addition thereto, whether
disputed or not.

                  "Income Tax Return" means any return, declaration, report,
claim for refund, or information return or statement relating to Income Taxes,
including any schedule or attachment thereto, and including any amendment
thereof.

                  "Indebtedness" means at a particular time, without
duplication: (a) any indebtedness for borrowed money or issued in substitution
for or exchange of indebtedness for borrowed money, (b) any indebtedness
evidenced by any note, bond, debenture or other debt instrument; (c) any
indebtedness for the deferred purchase price of property or services with
respect to which a Person is liable, contingently or otherwise, as obligor or
otherwise, (d) any commitment by which a Person assures a creditor against loss
(including, without limitation, contingent reimbursement obligations with
respect to letters of credit), (e) any obligations for which a Person is
obligated pursuant to a guarantee, (f) any obligations under Capitalized Lease
Obligations with respect to which a Person is liable, contingently or otherwise,
as obligor, guarantor or otherwise, or with respect to which obligations a
Person assures a creditor against loss; (g) any indebtedness secured by a
Security Interest on a Person's assets, (h) any unsatisfied obligation for
Withdrawal Liability to a Multiemployer Plan, (i) all indebtedness of a Person
for which such Person may become liable as a fiduciary or otherwise and (j) all
costs (including prepayment penalties) that would be due as a result of the
payment of any such indebtedness at Closing; provided, however, that all current
liabilities of a Person other than current liabilities attributable to the
current portion of such Person's long term debt shall not be included in the
definition of Indebtedness.

                  "Indemnified Persons" has the meaning set forth in Section
7(c) below.

                  "Independent Third Party" means a nationally recognized law
firm or any of the following accounting firms or their successors: Ernst & Young
LLP, KPMG LLP, Deloitte & Touche LLP and PricewaterhouseCoopers LLP.

                  "Intellectual Property" means all of the following in any
jurisdiction throughout the world: (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations in part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
slogans, trade names, corporate names, Internet domain names, and rights in
telephone numbers, together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations, and renewals in connection therewith, (c)

                                       4
<PAGE>

all copyrightable works, all copyrights, and all applications, registrations,
and renewals in connection therewith, (d) all mask works and all applications,
registrations, and renewals in connection therewith, (e) all trade secrets and
confidential business information (including ideas, research and development,
know how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business and marketing plans
and proposals), (f) all computer software (including source code, executable
code, data, databases and related documentation), (g) all material advertising
and promotional materials, (h) all other proprietary rights, and (i) all copies
and tangible embodiments thereof (in whatever form or medium).

                  "IRS" means the Internal Revenue Service.

                  "Knowledge" means actual knowledge after reasonable
investigation. For purposes of determining whether any Seller has conducted a
reasonable investigation, if such Seller has made inquiry of the officers and
directors of the Company, the investigation shall be deemed to be reasonable
without need for further verification.

                  "Lease Consents" has the meaning set forth in Section 6(a)
below.

                  "Leased Real Property" means all leasehold or subleasehold
estates and other rights to use or occupy any land, buildings, structures,
improvements, fixtures or other interest in real property held by the Company.

                  "Leases" means all leases, subleases, licenses, concessions
and other agreements (written or oral), including all amendments, extensions,
renewals, guaranties and other agreements with respect thereto, pursuant to
which the Company holds any Leased Real Property.

                  "Most Recent Balance Sheet" means the balance sheet contained
within the Most Recent Financial Statements.

                  "Most Recent Financial Statements" has the meaning set forth
in Section 4(g) below.

                  "Most Recent Fiscal Period End" has the meaning set forth in
Section 4(g) below.

                  "Multiemployer Plan" has the meaning set forth in ERISA
Section 3(37).

                  "Non-Compete Agreements" has the meaning set forth in Section
6(a) below.

                  "Ordinary Course of Business" means, with respect to the
business of the Company, only the ordinary course of commercial operations
customarily engaged in by the Company consistent with industry norms and the
Company's prior practices, and specifically does not include (a) any activity
(i) involving the purchase or sale of the Company or of any product line or
business unit of the Company, (ii) involving modification or adoption of any
Employee Benefit Plan or (iii) which requires approval by the board of directors
or shareholders of the Company, or (b) the incurrence of any liability for any
tort or any breach or violation of or default under any contract or applicable
law.

                                       5
<PAGE>

                  "Owned Real Property" means all land, together with all
buildings, structures, improvements and fixtures located thereon, and all
easements and other rights and interests appurtenant thereto, owned by any of
the Company.

                  "Party" has the meaning set forth in the preface above.

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "Permitted Encumbrances" means with respect to each parcel of
Real Property: (a) real estate taxes, assessments and other governmental levies,
fees or charges imposed with respect to such Real Property which are not due and
payable as of the Closing Date, or which are being contested in good faith and
for which appropriate reserves have been established in accordance with GAAP;
(b) mechanics liens and similar liens for labor, materials or supplies provided
with respect to such Real Property incurred in the ordinary course of business
for amounts which are not due and payable and which would not, individually or
in the aggregate, have a material adverse effect on the business of the Company
as currently conducted thereon; (c) zoning, building codes and other land use
laws regulating the use or occupancy of such Real Property or the activities
conducted thereon which are imposed by any governmental authority having
jurisdiction over such Real Property which are not violated by the current use
or occupancy of such Real Property or the operation of the business of the
Company as currently conducted thereon; (d) easements, covenants, conditions,
restrictions and other similar matters of record affecting title to such Real
Property which do not or would not materially impair the use or occupancy of
such Real Property in the operation of the business of the Company as currently
conducted thereon; and (e) any Security Interests in existence on the Closing
Date securing the Indebtedness of the Company disclosed on the Most Recent
Balance Sheet; and (f) minor imperfections which do not materially detract from
the value, or interfere with the present use, of the property subject thereto or
affected thereby.

                  "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).

                  "Prohibited Transaction" has the meaning set forth in ERISA
Section 406 and Code Section 4975.

                  "Purchase Price" has the meaning set forth in Section 2(a)
below.

                  "Real Property" has the meaning set forth in Section 4(n)
below.

                  "Real Property Laws" has the meaning set forth in Section 4(n)
below.

                  "Reportable Event" has the meaning set forth in ERISA Section
4043.

                  "S Corporation Sale" has the meaning set forth in Section 8(b)
below.

                  "Section 338(h)(10) Election" has the meaning set forth in
Section 8(b) below.

                                       6
<PAGE>

                  "Section 338(h)(10) Gross-Up" has the meaning set forth in
Section 8(b) below.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  "Security Interest" means any mortgage, pledge, lien,
encumbrance, charge, or other security interest, other than (a) mechanic's,
materialmen's, and similar liens, (b) liens for taxes not yet due and payable,
(c) purchase money liens and liens securing rental payments under Capitalized
Leases, and (d) other liens arising in the Ordinary Course of Business and not
incurred in connection with the borrowing of money.

                  "Sellers" has the meaning set forth in the preface above.

                  "Subject Documents" has the meaning set forth in Section 9(r)
below.

                  "Subsidiary" means, with respect to any Person, any
corporation, limited liability company, partnership, association or other
business entity of which: (a) if a corporation, a majority of the total voting
power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person or a combination thereof,
or (b) if a limited liability company, partnership, association or other
business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses or shall be or control (or have the power to be or control) a
managing director, manager or general partner of such limited liability company,
partnership, association or other business entity.

                  "Tax" means any federal, state, local, or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under Code
Section 59A), customs duties, capital stock, franchise, profits, withholding,
social security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

                  "Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof.

                  "WARN Act" has the meaning set forth in Section 4(w) below.

                  "Withdrawal Liability" means, at any time, the aggregate
amount of the liabilities,

                                       7
<PAGE>

if any, pursuant to Section 4201 of ERISA, and any increase in contributions
pursuant to Section 4243 of ERISA with respect to all Multiemployer Plans to
which the Company makes, is making, or is obligated to make contributions on
behalf of participants who are or were employed by any of them or to which such
Person has any current or potential liability.

                  2.       Purchase and Sale of Company Shares.(a) On and
         subject to the terms and conditions of this Agreement, the Buyer agrees
         to purchase from each of the Sellers, and each of the Sellers agrees to
         sell to the Buyer, all of his or her Company Shares for the
         consideration specified below in this Section 2.

                           (a)      Purchase Price. The purchase price for the
         Company Shares shall be an amount equal to $21,684,241 (the "Purchase
         Price").

                           (b)      Payment. Subject to the terms and conditions
         of this Agreement, the Purchase Price shall be paid by Buyer as
         follows:

                                    (i)      $2,500,000 payable by wire transfer
                  of immediately available funds on the day after the Closing
                  Date to the Escrow Agent to be held pursuant to the terms of
                  the Escrow Agreement;

                                    (ii)     $6,200,000 by the issuance by the
                  Buyer on the Closing Date of its promissory note which shall
                  be guaranteed by SCS Transportation, Inc., a Delaware
                  corporation, substantially in the form attached hereto as
                  Exhibit A; and

                                    (iii)    the balance on the day after the
                  Closing Date by wire transfer of immediately available funds
                  to an account designated by the Sellers.

                           (c)      The Closing. The closing of the transactions
         contemplated by this Agreement (the "Closing") shall take place at the
         offices of Koley Jessen P.C. in Omaha, Nebraska, commencing at 1:00
         p.m. local time on February 16, 2004 or such other date as the Buyer
         and the Sellers may mutually determine (the "Closing Date").

                           (d)      Deliveries at the Closing. At the Closing,
         (i) the Sellers will deliver to the Buyer the various certificates,
         instruments, and documents referred to in Section 6(a) below, (ii) the
         Buyer will deliver to the Sellers the various certificates,
         instruments, and documents referred to in Section 6(b) below, (iii)
         each of the Sellers will deliver to the Buyer stock certificates
         representing all of such Sellers' Company Shares, endorsed in blank or
         accompanied by duly executed assignment documents, and (iv) the Buyer
         will deliver to the Sellers and the Escrow Agent the consideration
         specified in Section 2(b) above.

                  3.       Representations and Warranties Concerning the
         Transaction.

                           (a)      Representations and Warranties of the
         Sellers. Each of the Sellers represents and warrants to the Buyer that
         the statements contained in this Section 3(a) are correct and complete
         as of the Closing Date with respect to such Seller, except as set forth
         in Annex I attached hereto. Nothing in Annex I shall be deemed adequate
         to disclose an exception to a representation or warranty made herein,
         however, unless Annex I identifies the exception with reasonable
         particularity and describes the relevant

                                       8
<PAGE>

         facts in detail. Annex I will be arranged in paragraphs corresponding
         to the lettered and numbered paragraphs contained in this Section 3(a).

                                    (i)      Authorization of Transaction. The
                  Seller has full power and authority to execute and deliver
                  this Agreement and to perform such Seller's obligations
                  hereunder. This Agreement constitutes the valid and legally
                  binding obligation of the Seller, enforceable in accordance
                  with its terms and conditions, subject to applicable
                  bankruptcy, insolvency, reorganization, moratorium or similar
                  laws affecting creditors' rights generally and to general
                  principles of equity, regardless of whether enforcement is
                  sought in a proceeding at law or in equity. The Seller need
                  not give any notice to, make any filing with, or obtain any
                  authorization, consent, or approval of any government or
                  governmental agency in order to consummate the transactions
                  contemplated by this Agreement.

                                    (ii)     Noncontravention. Neither the
                  execution and the delivery of this Agreement, nor the
                  consummation of the transactions contemplated hereby, will (A)
                  violate any constitution, statute, regulation, rule,
                  injunction, judgment, order, decree, ruling, charge, or other
                  restriction of any government, governmental agency, or court
                  to which the Seller is subject or (B) conflict with, result in
                  a breach of, constitute a default under, result in the
                  acceleration of, create in any party the right to accelerate,
                  terminate, modify, or cancel, or require any notice under any
                  agreement, contract, lease, license, instrument, or other
                  arrangement to which the Seller is a party or by which such
                  Seller is bound or to which any of his or her assets is
                  subject (or result in the imposition of any Security Interest
                  upon any of such Seller's assets, including, without
                  limitation, any Company Shares).

                                    (iii)    Brokers' Fees. The Seller has no
                  liability or obligation to pay any fees or commissions to any
                  broker, finder, or agent with respect to the transactions
                  contemplated by this Agreement for which the Buyer or the
                  Company could become liable or obligated.

                                    (iv)     Company Shares. The Seller holds of
                  record and owns beneficially the number of Company Shares set
                  forth next to such Seller's name in Section 4(b) of the
                  Disclosure Schedule, free and clear of any restrictions on
                  transfer (other than any restrictions under the Securities Act
                  and state securities laws), Taxes, Security Interests,
                  options, warrants, purchase rights, contracts, commitments,
                  equities, claims, and demands. The Seller is not a party to
                  any option, warrant, purchase right, or other contract or
                  commitment that could require the Seller to sell, transfer, or
                  otherwise dispose of any Company Shares (other than this
                  Agreement). The Seller is not a party to any voting trust,
                  proxy, or other agreement or understanding with respect to the
                  voting of any Company Shares.

                           (b)      Representations and Warranties of the Buyer.
         The Buyer represents and warrants to the Sellers that the statements
         contained in this Section 3(b) are correct and

                                       9
<PAGE>

         complete as of the Closing Date.

                                    (i)      Organization of the Buyer. The
                  Buyer is a corporation duly organized, validly existing, and
                  in good standing under the laws of the jurisdiction of its
                  incorporation.

                                    (ii)     Authorization of Transaction. The
                  Buyer has full power and authority (including full corporate
                  power and authority) to execute and deliver this Agreement and
                  to perform its obligations hereunder. This Agreement
                  constitutes the valid and legally binding obligation of the
                  Buyer, enforceable in accordance with its terms and
                  conditions, subject to applicable bankruptcy, insolvency,
                  reorganization, moratorium or similar laws affecting
                  creditors' rights generally and to general principles of
                  equity, regardless of whether enforcement is sought in a
                  proceeding at law or in equity. The Buyer need not give any
                  notice to, make any filing with, or obtain any authorization,
                  consent, or approval of any government or governmental agency
                  in order to consummate the transactions contemplated by this
                  Agreement.

                                    (iii)    Noncontravention. Neither the
                  execution and the delivery of this Agreement, nor the
                  consummation of the transactions contemplated hereby, will (A)
                  violate any constitution, statute, regulation, rule,
                  injunction, judgment, order, decree, ruling, charge, or other
                  restriction of any government, governmental agency, or court
                  to which the Buyer is subject or any provision of its charter
                  or bylaws or (B) conflict with, result in a breach of,
                  constitute a default under, result in the acceleration of,
                  create in any party the right to accelerate, terminate,
                  modify, or cancel, or require any notice under any agreement,
                  contract, lease, license, instrument, or other arrangement to
                  which the Buyer is a party or by which it is bound or to which
                  any of its assets is subject.

                                    (iv)     Brokers' Fees. The Buyer has no
                  liability or obligation to pay any fees or commissions to any
                  broker, finder, or agent with respect to the transactions
                  contemplated by this Agreement for which any Seller could
                  become liable or obligated.

                                    (v)      Investment. The Buyer is not
                  acquiring the Company Shares with a view to or for sale in
                  connection with any distribution thereof within the meaning of
                  the Securities Act.

                                    (vi)     No Additional Representations and
                  Warranties. Notwithstanding anything in this Section 3(b) or
                  any other provision of this Agreement, it is the explicit
                  intent of each party to this Agreement that the Buyer is not
                  making any representation or warranty whatsoever, express or
                  implied, beyond those made in this Agreement or any other
                  documents or instruments executed in connection with this
                  Agreement or the transactions contemplated herein.

                  4.       Representations and Warranties Concerning the
Company. The Sellers represent and warrant to the Buyer that the statements
contained in this Section 4 are correct and

                                       10
<PAGE>

complete as of the Closing Date, except as set forth in the disclosure schedule
delivered by the Sellers to the Buyer on the date hereof (the "Disclosure
Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to
disclose an exception to a representation or warranty made herein, however,
unless the Disclosure Schedule identifies the exception with reasonable
particularity and describes the relevant facts in detail. The Disclosure
Schedule will be arranged in paragraphs corresponding to the lettered and
numbered paragraphs contained in this Section 4.

                           (a)      Organization, Qualification, and Corporate
         Power. The Company is a corporation duly organized, validly existing,
         and in good standing under the laws of the jurisdiction of its
         incorporation. The Company is duly authorized to conduct business and
         is in good standing under the laws of each jurisdiction where such
         qualification is required, except where the failure to qualify has not
         had, or will not reasonably be expected to have, a material adverse
         effect on the business of the Company as currently conducted. The
         Company has full corporate power and authority to carry on the business
         in which it is engaged and to own and use the properties owned and used
         by it. Section 4(a) of the Disclosure Schedule lists the directors and
         officers of the Company.

                           (b)      Capitalization. The equity capitalization of
         the Company is set forth in Section 4(b) of the Disclosure Schedule
         which lists the authorized and issued and outstanding capital stock of
         the Company and identifies the record owner of all shares of such
         capital stock. All of the Company Shares have been duly authorized, are
         validly issued, fully paid, and nonassessable, and are held of record
         by the respective Sellers as set forth in Section 4(b) of the
         Disclosure Schedule. There are no outstanding or authorized options,
         warrants, purchase rights, subscription rights, conversion rights,
         exchange rights, or other contracts or commitments that could require
         the Company to issue, sell, or otherwise cause to become outstanding
         any of its capital stock. There are no outstanding or authorized stock
         appreciation, phantom stock, profit participation, or similar rights
         with respect to the Company. There are no voting trusts, proxies, or
         other agreements or understandings with respect to the voting of the
         capital stock of the Company. All of the shares of the Company's
         capital stock subject to the pledge agreements listed on Section 4(b)
         of the Disclosure Schedule will be cancelled and shall no longer be
         issued and outstanding upon payment of all principal and accrued and
         unpaid interest under the promissory notes listed on Section 4(b) of
         the Disclosure Schedule. Upon the consummation of the transactions
         contemplated in this Agreement, Buyer will own all of the issued and
         outstanding capital stock of the Company, free and clear of any
         restrictions on transfer (other than any restrictions under the
         Securities Act and state securities laws), Taxes, Security Interests,
         options, warrants, purchase rights, contracts, commitments, equities,
         claims, and demands other than any security interests placed thereon by
         Buyer or otherwise applicable to Buyer or its assets.

                           (c)      Noncontravention. Neither the execution and
         the delivery of this Agreement, nor the consummation of the
         transactions contemplated hereby, will (i) violate any constitution,
         statute, regulation, rule, injunction, judgment, order, decree, ruling,
         charge, or other restriction of any government, governmental agency, or
         court to which the Company is subject or any provision of the articles
         of incorporation or bylaws of the Company or (ii) except as set forth
         in Section 4(c) of the Disclosure Schedule, conflict with, result in a
         breach of, constitute a default under, result in the acceleration of,
         create

                                       11
<PAGE>

         in any party the right to accelerate, terminate, modify, or cancel, or
         require any notice under any agreement, contract, lease, license,
         instrument, or other arrangement to which the Company is a party or by
         which it is bound or to which any of its assets is subject (or result
         in the imposition of any Security Interest upon any of its assets). The
         Company is not required to give any notice to, make any filing with, or
         obtain any authorization, consent, or approval of any government or
         governmental agency in order for the Parties to consummate the
         transactions contemplated by this Agreement.

                           (d)      Brokers' Fees. The Company does not have any
         liability or obligation to pay any fees or commissions to any broker,
         finder, or agent with respect to the transactions contemplated by this
         Agreement.

                           (e)      Title to Assets. The Company has good and
         marketable title to, or a valid leasehold interest in, the properties
         and assets used by it, located on its premises, or shown on the Most
         Recent Balance Sheet or acquired after the date thereof, free and clear
         of all Security Interests, except for Permitted Encumbrances and
         properties and assets disposed of in the Ordinary Course of Business
         since the date of the Most Recent Balance Sheet.

                           (f)      Subsidiaries. The Company has no
         Subsidiaries.

                           (g)      Financial Statements. Attached hereto as
         Exhibit B are the following financial statements (collectively the
         "Financial Statements"): (i) audited consolidated balance sheets and
         statements of income, changes in stockholders' equity, and cash flows
         as of and for the fiscal years ended December 31, 2000, December 31,
         2001 and December 31, 2002 for the Company; and (ii) the unaudited
         consolidated balance sheet and statements of income, changes in
         stockholders' equity, cash flows and footnotes (the "Most Recent
         Financial Statements") as of and for the 12 months ended December 31,
         2003 (the "Most Recent Fiscal Period End") for the Company. The
         Financial Statements (including the notes thereto) have been prepared
         in accordance with GAAP applied on a consistent basis throughout the
         periods covered thereby except as otherwise disclosed in the notes to
         the Financial Statements and present fairly in all respects the
         financial condition of the Company as of such dates and the results of
         operations of the Company for such periods.

                           (h)      Books and Records. To the Knowledge of the
         Sellers, the books of account, and other records of the Company, all of
         which have been made available to the Buyer, are complete and correct
         and have been maintained in accordance with sound business practices.
         The stock record books of the Company, all of which have been made
         available to the Buyer, are complete and correct and have been
         maintained in accordance with sound business practices. To the
         Knowledge of the Sellers, the minute book of the Company contains
         records of all meetings held of, and corporate action taken by, the
         stockholders, the board of directors, and committees of the board of
         directors of the Company, and no meeting of any such stockholders,
         board of directors, or committee has been held for which minutes have
         not been prepared and are not contained in such minute books. At the
         Closing, all of those books and records will be in the possession of
         the Company.

                                       12
<PAGE>

                           (i)      Events Subsequent to October 1, 2003. Since
         October 1, 2003, there has not been any adverse change in the business,
         financial condition, operations, results of operations, or future
         prospects of the Company and since such date the Company has not
         operated outside of the Ordinary Course of Business. Without limiting
         the generality of the foregoing, since that date, except as set forth
         in Section 4(i) of the Disclosure Schedule:

                                    (i)      the Company has not sold, leased,
                  transferred, or assigned any assets, tangible or intangible,
                  outside the Ordinary Course of Business;

                                    (ii)     the Company has not entered into
                  any agreement, contract, lease, or license outside the
                  Ordinary Course of Business;

                                    (iii)    the Company has operated its
                  business in the Ordinary Course of Business regarding the
                  payment of Indebtedness, payables and other liabilities, as
                  well as the recording of revenue, expenses, assets,
                  liabilities and cash flows in its books and records consistent
                  with its historical accounting policies;

                                    (iv)     the Company has applied cash
                  receipts to notes and accounts receivable in the Ordinary
                  Course of Business and the Company has not altered the method
                  or timing of collecting accounts or notes receivable other
                  than in the Ordinary Course of Business;

                                    (v)      no party (including the Company)
                  has accelerated, terminated, made modifications to, or
                  canceled any agreement, contract, lease, or license to which
                  the Company is a party or by which it is bound;

                                    (vi)     the Company has not imposed any
                  Security Interest (other than Permitted Encumbrances) upon any
                  of its assets, tangible or intangible;

                                    (vii)    the Company has invested in assets,
                  property and equipment consistent with its historical
                  practices, but has not made any capital expenditures outside
                  the Ordinary Course of Business;

                                    (viii)   the Company has not made any
                  capital investment in, or any loan to, any other Person
                  outside the Ordinary Course of Business;

                                    (ix)     the Company has not created,
                  incurred, assumed or guaranteed more than $25,000 in aggregate
                  Indebtedness other than routine increases in its revolving
                  credit arrangement in the Ordinary Course of Business;

                                    (x)      the Company has not granted any
                  license or sublicense of any rights under or with respect to
                  any Intellectual Property;

                                    (xi)     there has been no change made or
                  authorized in the articles of incorporation or bylaws of the
                  Company;

                                       13
<PAGE>

                                    (xii)    the Company has not issued, sold,
                  or otherwise disposed of any of its equity securities, or
                  granted any options, warrants, or other rights to purchase or
                  obtain (including upon conversion, exchange, or exercise) any
                  of its equity securities;

                                    (xiii)   the Company has not declared, set
                  aside or paid any dividend or made any distribution with
                  respect to its equity securities (whether in cash or in kind)
                  or redeemed, purchased, or otherwise acquired any of its
                  equity securities;

                                    (xiv)    the Company has not experienced any
                  damage, destruction, or loss (whether or not covered by
                  insurance) to its property;

                                    (xv)     the Company has not made any loan
                  to, or entered into any other transaction with, any of its
                  directors, officers, contractors, shareholders or employees or
                  any of their respective Affiliates;

                                    (xvi)    the Company has not entered into
                  any employment contract or collective bargaining agreement,
                  written or oral, or modified the terms of any such existing
                  contract or agreement other than oral employment contracts
                  entered into in the Ordinary Course of Business;

                                    (xvii)   the Company has not granted any
                  increase in the base compensation of any of its directors,
                  officers, contractors or employees other than increases to
                  base compensation to its employees consistent with its
                  historical practices;

                                    (xviii)  the Company has not adopted,
                  amended, modified, or terminated any bonus, profit sharing,
                  incentive, severance, or other plan, contract, or commitment
                  for the benefit of any of its directors, officers, contractors
                  or employees (or taken any such action with respect to any
                  other Employee Benefit Plan) and Section 4(i) of the
                  Disclosure Schedule lists all payments and distributions, if
                  any, made under any such bonus, profit sharing, incentive,
                  severance, or other plan, contract, or commitment for the
                  benefit of any of its directors or officers, the Sellers or
                  any of their respective Affiliates since October 1, 2003;

                                    (xix)    the Company has not made any other
                  change in employment terms for any of its directors, officers,
                  contractors or employees other than normal increases in
                  compensation to its employees (other than officers) consistent
                  with their historical practices; and

                                    (xx)     the Company has not committed to
                  any of the foregoing.

                           (j)      Undisclosed Liabilities. The Company does
         not have any liability (whether known or unknown, whether asserted or
         unasserted, whether absolute or contingent, whether accrued or
         unaccrued, whether liquidated or unliquidated, and

                                       14
<PAGE>

         whether due or to become due, including any liability for Taxes),
         except for (i) liabilities set forth or reserved against on the Most
         Recent Balance Sheet or disclosed in any notes thereto, (ii)
         liabilities which have arisen after the Most Recent Fiscal Period End
         in the Ordinary Course of Business (none of which are material in
         amount) or (iii) liabilities set forth in Section 4(j) of the
         Disclosure Schedule.

                           (k)      Business Practices. Since January 1, 2000,
         neither the Company nor any director, officer, agent, contractor or
         employee of the Company, or any other Person associated with or acting
         for or on behalf of the Company, has directly or indirectly (i) made
         any contribution, gift, bribe, rebate, payoff, influence payment,
         kickback, or other payment to any Person, private or public, regardless
         of form, whether in money, property, or services (A) to obtain
         favorable treatment in securing business, (B) to pay for favorable
         treatment for business secured, (C) to obtain special concessions or
         for special concessions already obtained, for or in respect of the
         Company or any Affiliate of the Company or (D) in violation of any
         applicable laws (including rules, regulations, codes, plans,
         injunctions, judgments, orders, decrees, rulings, and charges
         thereunder) of any federal, state, local, or foreign governments (and
         all agencies thereof) or (ii) established or maintained any fund or
         asset that has not been recorded in the books and records of the
         Company.

                           (l)      Legal Compliance. The Company has complied
         with all applicable laws (including rules, regulations, codes, plans,
         injunctions, judgments, orders, decrees, rulings, and charges
         thereunder) of all federal, state, local, and foreign governments (and
         all agencies thereof) and no action, suit, proceeding, hearing,
         investigation, charge, complaint, claim, demand, or notice has been
         filed or, to the Knowledge of the Sellers, commenced against it
         alleging any failure so to comply.

                           (m)      Tax Matters.

                                    (i)      The Company has filed all Tax
                  Returns that it was required to file. All such Tax Returns
                  were correct and complete in all respects. All Taxes owed by
                  the Company (whether or not shown on any Tax Return) have been
                  paid. The Company is not currently the beneficiary of any
                  extension of time within which to file any Tax Return.

                                    (ii)     There is no dispute or claim
                  concerning any Tax liability of the Company (A) claimed or
                  raised by any authority in writing or (B) as to which any of
                  the Sellers has Knowledge.

                                    (iii)    Section 4(m) of the Disclosure
                  Schedule lists all federal, state, local, and foreign Income
                  Tax Returns filed with respect to the Company for taxable
                  periods ended on or after December 31, 2000, indicates all Tax
                  Returns for taxable periods ended on or after December 31,
                  2000 that have been audited, and indicates all Tax Returns for
                  taxable periods ended on or after December 31, 2000 that
                  currently are the subject of audit. The Sellers have delivered
                  to the Buyer correct and complete copies of all federal Income
                  Tax Returns, examination reports, and statements of
                  deficiencies assessed against, or

                                       15
<PAGE>

                  agreed to by the Company since December 31, 2000. The Company
                  has not waived any statute of limitations in respect of Taxes
                  or agreed to any extension of time with respect to a Tax
                  assessment or deficiency.

                                    (iv)     The Company has not filed a consent
                  under Code Section 341(f) concerning collapsible corporations.
                  The Company has not made any payments, is not obligated to
                  make any payments, and is not a party to any agreement that
                  under certain circumstances could obligate it to make any
                  payments that will not be deductible under Code Section 280G.
                  The Company has not been a United States real property holding
                  corporation within the meaning of Code Section 897(c)(2)
                  during the applicable period specified in Code Section
                  897(c)(1)(A)(ii). The Company is not a party to any tax
                  allocation or sharing agreement. The Company (A) has not been
                  a member of an Affiliated Group filing a consolidated federal
                  Income Tax Return (other than a group the common parent of
                  which was the Company) or (B) has no liability for the Taxes
                  of any Person under Reg.Section 1.1502 6 (or any similar
                  provision of state, local, or foreign law), as a transferee or
                  successor, by contract, or otherwise.

                                    (v)      The unpaid Taxes of the Company (A)
                  did not, as of the Most Recent Fiscal Period End, exceed the
                  reserve for Tax liability (rather than any reserve for
                  deferred taxes established to reflect timing differences
                  between book and tax income) set forth on the Most Recent
                  Balance Sheet and (B) will not exceed that reserve as adjusted
                  for operations and transactions through the Closing Date in
                  accordance with the past custom and practice of the Company in
                  filing its Tax Returns.

                                    (vi)     The Company will not be required to
                  include any item of income in, or exclude any item of
                  deduction from, taxable income for any taxable period (or
                  portion thereof) ending after the Closing Date as a result of
                  any (A) change in method of accounting for a taxable period
                  ending on or prior to the Closing Date under Code Section
                  481(c) (or any corresponding or similar provision of state,
                  local or foreign income Tax law); (B) "closing agreement" as
                  described in Code Section 7121 (or any corresponding or
                  similar provision of state, local or foreign income Tax law)
                  executed on or prior to the Closing Date; (C) deferred
                  intercompany gain or any excess loss account described in
                  Treasury Regulations under Code Section 1502 (or any
                  corresponding or similar provision of state, local or foreign
                  income Tax law); (D) installment sale or open transaction
                  disposition made on or prior to the Closing Date; or (E)
                  prepaid amount received on or prior to the Closing Date.

                                    (vii)    The Company (and any predecessor of
                  the Company) has been a validly electing S corporation within
                  the meaning of Code Sections 1361 and 1362 at all times since
                  1999 and, except as to any revocation of such status caused by
                  the consummation of the transactions contemplated by this
                  Agreement or any affirmative acts of the Buyer after the
                  Closing, the Company will be an S corporation up to and
                  including the Closing Date.

                                       16
<PAGE>

                                    (viii)   The Company has not, in the past 10
                  years, (A) acquired assets from another corporation in a
                  transaction in which the Company's Tax basis for the acquired
                  assets was determined, in whole or in part, by reference to
                  the Tax basis of the acquired assets (or any other property)
                  in the hands of the transferor or (B) acquired the stock of
                  any corporation which is a qualified subchapter S subsidiary.

                           (n)      Real Property.

                                    (i)      Section 4(n)(i) of the Disclosure
                  Schedule sets forth the address and legal description of each
                  parcel of Owned Real Property. With respect to each parcel of
                  Owned Real Property:

                                    (A)      The Company has good and marketable
                           fee simple title, free and clear of all liens and
                           encumbrances, except Permitted Encumbrances;

                                    (B)      except as set forth in Section
                           4(n)(i)(B) of the Disclosure Schedule, the Company
                           has not leased or otherwise granted to any Person the
                           right to use or occupy such Owned Real Property or
                           any portion thereof; and

                                    (C)      there are no outstanding options,
                           rights of first offer or rights of first refusal to
                           purchase such Owned Real Property or any portion
                           thereof or interest therein.

                                    (ii)     Section 4(n)(ii) of the Disclosure
                  Schedule sets forth the address of each parcel of Leased Real
                  Property, and a true and complete list of all Leases for each
                  such Leased Real Property (including the date and name of the
                  parties to such Lease document). The Sellers have delivered to
                  the Buyer a true and complete copy of each such Lease
                  document, and in the case of any oral Lease, a written summary
                  of the terms of such Lease. Except as set forth in Section
                  4(n)(ii) of the Disclosure Schedule, with respect to each of
                  the Leases, including the Leases executed and delivered
                  pursuant to Section 6(a)(v) below:

                                    (A)      such Lease is legal, valid,
                           binding, enforceable and in full force and effect,
                           subject to applicable bankruptcy, insolvency,
                           reorganization, moratorium or similar laws affecting
                           creditors' rights generally and to general principles
                           of equity, regardless of whether enforcement is
                           sought in a proceeding at law or in equity;

                                    (B)      the transactions contemplated by
                           this Agreement do not require the consent of any
                           other party to such Lease (except for those Leases
                           for which Lease Consents (as hereinafter defined) are
                           obtained), will not result in a breach of or default
                           under such Lease, and will not otherwise cause such
                           Lease to cease to be legal, valid, binding,
                           enforceable and in full force and effect on identical
                           terms following the

                                       17
<PAGE>

                           Closing;

                                    (C)      the Company's possession and quiet
                           enjoyment of the Leased Real Property under such
                           Lease has not been disturbed and, to the Knowledge of
                           the Sellers, there are no disputes with respect to
                           such Lease;

                                    (D)      Neither the Company nor, to the
                           Knowledge of the Sellers, any other party to the
                           Lease is in breach or default under such Lease, and,
                           to the Knowledge of the Sellers, no event has
                           occurred or circumstance exists which, with the
                           delivery of notice, the passage of time or both,
                           would constitute such a breach or default, or permit
                           the termination, modification or acceleration of rent
                           under such Lease;

                                    (E)      no security deposit or portion
                           thereof deposited with respect to such Lease has been
                           applied in respect of a breach or default under such
                           Lease which has not been redeposited in full;

                                    (F)      the Company does not owe, and will
                           not owe in the future, any brokerage commissions or
                           finder's fees with respect to such Lease;

                                    (G)      the other party to such Lease is
                           not an Affiliate of, and otherwise does not have any
                           economic interest in, the Company;

                                    (H)      the Company has not subleased,
                           licensed or otherwise granted any Person the right to
                           use or occupy such Leased Real Property or any
                           portion thereof; and

                                    (I)      the Company has not collaterally
                           assigned or granted any other Security Interest,
                           except for Permitted Encumbrances, in such Lease or
                           any interest therein.

                                    (iii)    The Owned Real Property identified
                  in Section 4(n)(i) of the Disclosure Schedule, and the Leased
                  Real Property identified in Section 4(n)(ii)(collectively, the
                  "Real Property") comprise all of the real property used or
                  intended to be used in the business of the Company; and,
                  except for purchase options granted under the leases described
                  in Section 6(a)(v) below, the Company is not a party to any
                  agreement or option to purchase any real property or interest
                  therein.

                                    (iv)     All buildings, structures,
                  fixtures, building systems, parking lots and equipment, and
                  all components thereof, included in the Real Property (the
                  "Improvements") are in condition and repair sufficient for the
                  operation of the business of the Company consistent with past
                  practices. To the Knowledge of the Sellers, there are no facts
                  or conditions affecting any of the Improvements which would,
                  individually or in the aggregate, interfere in any respect
                  with the use or occupancy of the Improvements or any portion
                  thereof in

                                       18
<PAGE>

                  the operation of the business of the Company as currently
                  conducted thereon.

                                    (v)      The Company has not received
                  written notice of any condemnation, expropriation or other
                  proceeding in eminent domain, affecting any parcel of Real
                  Property or any portion thereof or interest therein. There is
                  no injunction, decree, order, writ or judgment outstanding,
                  nor any claims, litigation, administrative actions or similar
                  proceedings, pending or, to the Knowledge of the Sellers,
                  threatened, relating to the ownership, lease, use or occupancy
                  of the Real Property or any portion thereof, or the operation
                  of the business of the Company as currently conducted thereon
                  or proposed to be conducted.

                                    (vi)     The Real Property is in compliance
                  with all applicable building, zoning, subdivision, health and
                  safety and other land use Laws, including The Americans with
                  Disabilities Act of 1990, as amended, and all insurance
                  requirements affecting the Real Property (collectively, the
                  "Real Property Laws"). The Company has not received any notice
                  of violation of any Real Property Law and there is no basis
                  for the issuance of any such notice or the taking of any
                  action for such violation.

                                    (vii)    To the Knowledge of the Sellers,
                  each parcel of Real Property has direct access to a public
                  street adjoining the Real Property or has access to a public
                  street via insurable easements benefiting such parcel of Real
                  Property, and such access is not dependent on any land or
                  other real property interest which is not included in the Real
                  Property. To the Knowledge of the Sellers, none of the
                  Improvements or any portion thereof is dependent for its
                  access, use or operation on any land, building, improvement or
                  other real property interest which is not included in the Real
                  Property.

                                    (viii)   Except as set forth on Section
                  4(n)(viii) of the Disclosure Schedule, to the Knowledge of the
                  Sellers, all water, oil, gas, electrical, steam, compressed
                  air, telecommunications, sewer, storm and waste water systems
                  and other utility services or systems for the Real Property
                  have been installed and are operational and sufficient for the
                  operation of the business of the Company as currently
                  conducted thereon.

                                    (ix)     To the Knowledge of the Sellers,
                  the Company's use or occupancy of the Real Property or any
                  portion thereof and the operation of the business of the
                  Company as currently conducted thereon is not dependent on a
                  "permitted non-conforming use" or "permitted non-conforming
                  structure" or similar variance, exemption or approval from any
                  governmental authority.

                                    (x)      To the Knowledge of the Sellers,
                  the current use and occupancy of the Real Property and the
                  operation of the business of the Company as currently
                  conducted thereon does not violate in any respect any
                  easement, covenant, condition, restriction or similar
                  provision in any instrument of record or other unrecorded
                  agreement affecting such Real Property.

                                       19
<PAGE>

                                    (xi)     To the Knowledge of the Sellers,
                  none of the Real Property or any portion thereof is located in
                  a flood hazard area (as defined by the Federal Emergency
                  Management Agency).

                                    (xii)    The terminations of the Leases set
                  forth in Section 6(a)(iv) are effective to terminate those
                  Leases and release the Company from all obligations and
                  liabilities thereunder. The Leases executed and delivered
                  pursuant to Section 6(a)(v) below are duly executed by the
                  landlords, and valid and legally binding obligations of the
                  landlords, enforceable in accordance with their respective
                  terms and conditions, subject to applicable bankruptcy,
                  insolvency, reorganization, moratorium or similar laws
                  affecting creditors' rights generally and to general
                  principles of equity, regardless of whether enforcement is
                  sought in a proceeding at law or in equity. Neither the
                  execution and delivery of any such Lease by the landlords, nor
                  the consummation of the performance of each landlord's
                  obligations thereunder will (i) violate any constitution,
                  statute, regulation, rule, injunction, judgment, order,
                  decree, ruling, charge, or other restriction of any
                  government, governmental agency, or court to which any
                  landlord is subject or any provision of the charter or
                  operating agreement of any landlord or (ii) conflict with,
                  result in a breach of, constitute a default under, result in
                  the acceleration of, create in any party the right to
                  accelerate, terminate, modify, or cancel, or require any
                  notice under any agreement, contract, lease, license,
                  instrument, or other arrangement to which any landlord is a
                  party or by which it is bound or to which any of its assets is
                  subject (or result in the imposition of any Security Interest
                  upon any of its assets). No landlord under any of the Leases
                  executed and delivered pursuant to Section 6(a)(v) below is
                  required to give any notice to, make any filing with, or
                  obtain any authorization, consent, or approval of any
                  government or governmental agency in order for such landlord
                  to execute, deliver and perform its obligations under each
                  such Lease.

                           (o)      Intellectual Property.

                                    (i)      To the Knowledge of the Sellers,
                  the Company has not interfered with, infringed upon,
                  misappropriated, or violated any Intellectual Property rights
                  of third parties in any respect, and none of the Sellers or
                  the directors and officers of the Company has ever received
                  any charge, complaint, claim, demand, or notice alleging any
                  such interference, infringement, misappropriation, or
                  violation (including any claim that the Company must license
                  or refrain from using any Intellectual Property rights of any
                  third party). To the Knowledge of the Sellers, no third party
                  has interfered with, infringed upon, misappropriated, or
                  violated any Intellectual Property rights of the Company in
                  any respect.

                                    (ii)     Section 4(o)(ii) of the Disclosure
                  Schedule identifies each patent or registration which has been
                  issued to the Company with respect to any of its Intellectual
                  Property, identifies each pending patent application or
                  application for registration which the Company has made with
                  respect to any of its Intellectual Property, and identifies
                  each license, sublicense, agreement, or

                                       20
<PAGE>

                  other permission which the Company has granted to any third
                  party with respect to any of its Intellectual Property
                  (together with any exceptions). Section 4(o)(ii) of the
                  Disclosure Schedule also identifies each trade name or
                  unregistered trademark, service mark, corporate name, Internet
                  domain name, copyright and computer software item currently
                  owned and used by the Company in connection with its business.
                  With respect to each item of Intellectual Property required to
                  be identified in Section 4(o)(ii) of the Disclosure Schedule:

                                    (A)      the Company possesses all right,
                           title, and interest in and to the item, free and
                           clear of any Security Interest (other than Permitted
                           Encumbrances), license, or other restriction;

                                    (B)      the item is not subject to any
                           outstanding injunction, judgment, order, decree,
                           ruling, or charge;

                                    (C)      no action, suit, proceeding,
                           hearing, investigation, charge, complaint, claim, or
                           demand is pending or, to the Knowledge of the
                           Sellers, is threatened which challenges the legality,
                           validity, enforceability, use, or ownership of the
                           item; and

                                    (D)      the Company has not ever agreed to
                           indemnify any Person for or against any interference,
                           infringement, misappropriation, or other conflict
                           with respect to the item.

                                    (iii)    Section 4(o)(iii) of the Disclosure
                  Schedule identifies each item of Intellectual Property that
                  any third party owns and that the Company uses pursuant to
                  license, sublicense, agreement, or permission. The Sellers
                  have delivered to the Buyer copies of all such licenses,
                  sublicenses, agreements, and permissions (as amended to date).
                  With respect to each item of Intellectual Property required to
                  be identified in Section 4(o)(iii) of the Disclosure Schedule:

                                    (A)      the license, sublicense, agreement,
                           or permission covering the item is legal, valid,
                           binding, enforceable, and in full force and effect in
                           all respects, subject to applicable bankruptcy,
                           insolvency, reorganization, moratorium or similar
                           laws affecting creditors' rights generally and to
                           general principles of equity, regardless of whether
                           enforcement is sought in a proceeding at law or in
                           equity;

                                    (B)      to the Knowledge of the Sellers, no
                           party to the license, sublicense, agreement, or
                           permission is in breach or default, and no event has
                           occurred which with notice or lapse of time would
                           constitute a breach or default or permit termination,
                           modification, or acceleration thereunder;

                                    (C)      to the Knowledge of the Sellers, no
                           party to the license, sublicense, agreement, or
                           permission has repudiated any provision thereof;

                                       21
<PAGE>

                                    (D)      the Company has not granted any
                           sublicense or similar right with respect to the
                           license, sublicense, agreement, or permission; and

                                    (E)      to the Knowledge of the Sellers, no
                           loss or expiration of the item is threatened,
                           pending, or reasonably foreseeable, except for
                           patents expiring at the end of their statutory terms
                           (and not as a result of any act or omission by the
                           Sellers or the Company, including without limitation,
                           a failure by the Sellers or the Company to pay any
                           required maintenance fees).

                           (p)      Tangible Assets. To the Knowledge of the
         Sellers, the buildings, machinery, equipment, and other tangible assets
         that the Company owns and leases have been maintained in accordance
         with the past practices of the Company and are in operating condition
         and repair (subject to normal wear and tear) sufficient for the
         operation of the Company's business consistent with past practices. The
         Buyer acknowledges and agrees that the average age of the Company's
         fleet of tractors and trailers is older than that of its own fleet and
         shall not assert any breach of this representation or warranty or any
         similar representation or warranty contained in this Section 4
         regarding the same subject matter arising from such fact or the
         Company's replacement of the Company's fleet of tractors and trailers
         due solely to the relative disparity in the age of the Buyer's and the
         Company's fleets.

                           (q)      Inventory. The inventory of the Company
         consists of raw materials and supplies, manufactured and processed
         parts, work in process, and finished goods, all of which is
         merchantable and fit for the purpose for which it was procured or
         manufactured, and none of which is slow moving, obsolete, damaged, or
         defective, subject only to the reserve for inventory writedown set
         forth on the face of the Most Recent Balance Sheet (rather than in any
         notes thereto) as adjusted for operations and transactions through the
         Closing Date in accordance with the past custom and practice of the
         Company.

                           (r)      Contracts. Section 4(r) of the Disclosure
         Schedule lists the following contracts and other agreements to which
         the Company is a party:

                                    (i)      any agreement (or group of related
                  agreements) for the lease of personal property to or from any
                  Person providing for lease payments in excess of $100,000 per
                  annum;

                                    (ii)     any agreement (or group of related
                  agreements) for the purchase or sale of raw materials,
                  commodities, supplies, products, or other personal property,
                  or for the furnishing or receipt of services, the performance
                  of which will extend over a period of more than one year or
                  involve consideration in excess of $100,000;

                                    (iii)    any agreement concerning a
                  partnership or joint venture;

                                       22
<PAGE>

                                    (iv)     any agreement (or group of related
                  agreements) under which it has created, incurred, assumed, or
                  guaranteed any Indebtedness in excess of $25,000 or under
                  which it has imposed a Security Interest (other than Permitted
                  Encumbrances) on any of its assets, tangible or intangible;

                                    (v)      any agreement concerning
                  confidentiality or noncompetition;

                                    (vi)     any agreement with any of the
                  Sellers and their Affiliates (other than the Company);

                                    (vii)    any profit sharing, equity option,
                  equity purchase, equity appreciation, deferred compensation,
                  severance, or other plan or arrangement for the benefit of its
                  current or former directors, officers, contractors or
                  employees;

                                    (viii)   any collective bargaining
                  agreement;

                                    (ix)     any agreement for the employment of
                  any individual on a full time, part time, consulting, or other
                  basis (including, without limitation, any agreement for the
                  lease of employees or similar arrangement) providing annual
                  compensation in excess of $25,000 or providing severance
                  benefits;

                                    (x)      any agreement under which it has
                  advanced or loaned any amount to any of its directors,
                  officers, contractors or employees;

                                    (xi)     any agreement under which the
                  consequences of a default or termination could reasonably be
                  expected to have an adverse effect on the business, financial
                  condition, operations, results of operations, or future
                  prospects of the Company;

                                    (xii)    any surety bonds; or

                                    (xiii)   any other agreement (or group of
                  related agreements) the performance of which involves
                  consideration in excess of $100,000.

The Sellers have delivered to the Buyer a copy of each written agreement listed
in Section 4(r) of the Disclosure Schedule (as amended to date) and a written
summary setting forth the material terms and conditions of each oral agreement
referred to in Section 4(r) of the Disclosure Schedule. With respect to each
such agreement: (A) the agreement is legal, valid, binding, enforceable, and in
full force and effect in all respects, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and to general principles of equity, regardless of whether
enforcement is sought in a proceeding at law or in equity; (B) none of the
Company or, to the Knowledge of the Sellers, any other party thereto is in
breach or default, and, to the Knowledge of the Sellers, no event has occurred
which with notice or lapse of time would constitute a breach or default, or
permit termination, modification, or acceleration,

                                       23
<PAGE>

under the agreement; and (C) no party has repudiated any provision of the
agreement.

                           (s)      Notes and Accounts Receivable. All notes and
         accounts receivable of the Company are reflected properly on their
         books and records, are valid receivables subject to no set offs or
         counterclaims, are current and collectible, and will be collected in
         accordance with their terms at their recorded amounts, subject only to
         the reserve for bad debts set forth on the face of the Most Recent
         Balance Sheet (rather than in any notes thereto) as adjusted for
         operations and transactions through the Closing Date in accordance with
         the past custom and practice of the Company.

                           (t)      Powers of Attorney. To the Knowledge of the
         Sellers, there are no outstanding powers of attorney executed on behalf
         of the Company.

                           (u)      Insurance. Section 4(u) of the Disclosure
         Schedule sets forth the following information with respect to each
         insurance policy (including policies providing property, casualty,
         liability, and workers' compensation coverage and bond and surety
         arrangements) with respect to which the Company is or was a party, a
         named insured, or otherwise the beneficiary of coverage within the 5
         years prior to the date of this Agreement:

                                    (i)      the name, address, and telephone
                  number of the agent;

                                    (ii)     the name of the insurer, the name
                  of the policyholder, and the name of each covered insured; and

                                    (iii)    the policy number.

With respect to each such insurance policy: (A) the policy is legal, valid,
binding, enforceable, and in full force and effect in all respects, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and to general principles of equity,
regardless of whether enforcement is sought in a proceeding at law or in equity;
(B) neither the Company nor, to the Knowledge of the Sellers, any other party to
the policy is in breach or default (including with respect to the payment of
premiums or the giving of notices), and, to the Knowledge of the Sellers, no
event has occurred which, with notice or the lapse of time, would constitute
such a breach or default, or permit termination, modification, or acceleration,
under the policy; and (C) no party to the policy has repudiated any provision
thereof. Section 4(u) of the Disclosure Schedule describes any self insurance
arrangements affecting the Company. The Sellers have delivered to the Buyer a
correct and complete copy of each insurance policy listed in Section 4(u) of the
Disclosure Schedule (as amended to date).

                           (v)      Litigation. Section 4(v) of the Disclosure
         Schedule sets forth each instance in which the Company (i) is subject
         to any outstanding injunction, judgment, order, decree, ruling, or
         charge or (ii) is a party or, to the Knowledge of the Sellers, is
         threatened to be made a party to any action, suit, proceeding, hearing,
         or investigation of, in, or before any court or quasi judicial or
         administrative agency of any federal, state, local, or foreign
         jurisdiction or before any arbitrator.

                                       24
<PAGE>

                           (w)      Labor Matters. To the Knowledge of the
         Sellers, except as set forth in Section 4(w) of the Disclosure
         Schedule, no executive, key employee or contractor, or significant
         group of employees (including leased employees) or contractors (other
         than Sellers) plans to terminate employment or their relationship with
         the Company during the next 12 months. The Company is not a party to or
         bound by any collective bargaining agreement, nor has the Company
         experienced or been threatened with, any strike, labor dispute, work
         stoppage, work slowdown, "work-to-rule" action or similar action or
         grievance, claim of unfair labor practices, or other collective
         bargaining dispute within the past three years. The Company has not
         committed any unfair labor practice. None of the Sellers has any
         Knowledge of any organizational effort presently being made or
         threatened by or on behalf of any labor union with respect to employees
         (including leased employees) or contractors of the Company. The
         National Labor Relations Board has not issued a direction of election
         with respect to the Company. No petition seeking a determination of
         representation with respect to the Company has been filed with the
         National Labor Relations Board and no demand for recognition has been
         made regarding the Company or any of their respective facilities by any
         union, labor organization or other representative of the employees
         (including leased employees) or contractors of the Company. Since the
         enactment of the Worker Adjustment and Retraining Notification Act (the
         "WARN Act"), (i) the Company has not effected a "plant closing" (as
         defined in the WARN Act) affecting any site of employment or one or
         more facilities or operating units within any site of employment or
         facility of the Company, (ii) there has not occurred a "mass layoff"
         (as defined in the WARN Act) affecting any site of employment or
         facility of the Company, nor has the Company been affected by any
         transaction or engaged in layoffs or employment terminations sufficient
         in number to trigger application of any similar state, local or foreign
         law or regulation and (iii) none of the employees (including leased
         employees) or contractors of the Company has suffered any "employment
         loss" (as defined in the WARN Act) during the six-month period prior to
         the date of this Agreement.

                           (x)      Employee Benefits.

                                    (i)      Section 4(x) of the Disclosure
                  Schedule lists each Employee Benefit Plan that the Company
                  maintains, or to which the Company contributes or has any
                  obligation to contribute and each Employee Benefit Plan that
                  at any time during the period commencing three calendar years
                  prior to the calendar year in which the Closing occurs, the
                  Company sponsored or maintained, or to which the Company
                  contributed or had any obligation to contribute.

                                    (A)      Each such Employee Benefit Plan
                           (and each related trust, insurance contract, or fund)
                           has been maintained, funded and administered in
                           accordance with the terms of such Employee Benefit
                           Plan and complies in form and in operation with the
                           applicable requirements of ERISA, the Code and other
                           applicable laws.

                                    (B)      All required reports and notices
                           (including annual reports (IRS Form 5500), summary
                           annual reports, and summary plan descriptions) have
                           been timely filed and/or distributed in accordance
                           with

                                       25
<PAGE>

                           the applicable requirements of ERISA and the Code
                           with respect to each such Employee Benefit Plan. The
                           requirements of COBRA have been met with respect to
                           each such Employee Benefit Plan which is an Employee
                           Welfare Benefit Plan subject to COBRA.

                                    (C)      All contributions (including all
                           employer contributions and employee salary reduction
                           contributions) which are due have been made within
                           the time periods prescribed by ERISA and the Code to
                           each such Employee Benefit Plan which is an Employee
                           Pension Benefit Plan and all contributions for any
                           period ending on or before the Closing Date which are
                           not yet due have been made to each such Employee
                           Pension Benefit Plan or accrued in accordance with
                           the past custom and practice of the Company. All
                           premiums or other payments for all periods ending on
                           or before the Closing Date have been timely paid with
                           respect to each such Employee Benefit Plan which is
                           an Employee Welfare Benefit Plan.

                                    (D)      Each such Employee Benefit Plan and
                           its related trust which are intended to qualify under
                           Code Section 401(a) and Code Section 501(a) are so
                           qualified, have received a determination from the
                           Internal Revenue Service that they are so qualified,
                           and the Sellers do not have any Knowledge of any
                           facts or circumstances that could adversely affect
                           the qualified status of any such Employee Benefit
                           Plan.

                                    (E)      The market value of assets under
                           each such Employee Benefit Plan which is an Employee
                           Pension Benefit Plan equals or exceeds the present
                           value of all vested and nonvested liabilities
                           thereunder (determined in accordance with then
                           current funding assumptions).

                                    (F)      With respect to each such Employee
                           Benefit Plan, the Sellers have delivered to the Buyer
                           correct and complete copies of the plan documents and
                           summary plan descriptions, the most recent
                           determination letter received from the Internal
                           Revenue Service (if applicable), the three most
                           recent annual reports (IRS Form 5500, with all
                           applicable attachments), all related trust
                           agreements, insurance contracts, and other funding
                           arrangements, all related administrative service
                           agreements, and all COBRA and HIPAA policies,
                           procedures and notices.

                                    (ii)     With respect to each Employee
                  Benefit Plan that the Company or any ERISA Affiliate
                  maintains, to which any of them contributes, or has any
                  obligation to contribute, or with respect to which any of them
                  has any liability or potential liability, and with respect to
                  each Employee Benefit Plan that during the period commencing
                  three calendar years prior to the calendar year in which the
                  Closing occurs, the Company or any ERISA Affiliate maintained,
                  to which any of them contributed, or had any obligation to
                  contribute, or with respect to which any of them has any
                  liability or potential liability:

                                       26
<PAGE>

                                    (A)      No such Employee Benefit Plan which
                           is an Employee Pension Benefit Plan (other than any
                           Multiemployer Plan) has been completely or partially
                           terminated or has been, or will be by virtue of the
                           consummation of the transactions contemplated by this
                           Agreement, the subject of a Reportable Event as to
                           which notices would be required to be filed with the
                           PBGC. No proceeding by the PBGC to terminate any such
                           Employee Pension Benefit Plan (other than any
                           Multiemployer Plan) has been instituted or, to the
                           Knowledge of the Sellers, threatened.

                                    (B)      There have been no Prohibited
                           Transactions with respect to any such Employee
                           Benefit Plan. No fiduciary has any liability for
                           breach of fiduciary duty or any act or failure to act
                           or failure to comply with applicable law in
                           connection with any such Employee Benefit Plan for
                           any matter, including, without limitation, the
                           administration or investment of the assets of any
                           such Employee Benefit Plan. No action, suit,
                           proceeding, hearing, or investigation with respect to
                           any such Employee Benefit Plan, including the
                           administration or the investment of the assets of any
                           such Employee Benefit Plan (other than routine claims
                           for benefits) is pending or, to the Knowledge of the
                           Sellers, threatened and no facts exist that would
                           give rise to any action, suit, proceeding, hearing or
                           investigation, other than routine claims for
                           benefits.

                                    (C)      The Company has not incurred any
                           liability (whether known or unknown, whether asserted
                           or unasserted, whether absolute or contingent,
                           whether accrued or unaccrued, whether liquidated or
                           unliquidated, and whether due or to become due) under
                           applicable law with respect to any such Employee
                           Benefit Plan other than routine liabilities for
                           contributions and benefits payable in the Ordinary
                           Course of Business in accordance with the terms of
                           the plan.

                                    (iii)    The Company does not maintain,
                  contribute to, or have an obligation to contribute to an
                  Employee Pension Benefit Plan which is subject to Title IV of
                  ERISA.

                                    (iv)     Neither the Company nor any of its
                  ERISA Affiliates contributes to, has any obligation to
                  contribute to, have ever had any obligation to contribute to,
                  or has any liability (whether known or unknown, whether
                  asserted or unasserted, whether absolute or contingent,
                  whether accrued or unaccrued, whether liquidated or
                  unliquidated, and whether due or to become due), including any
                  withdrawal liability (as defined in ERISA Section 4201), under
                  or with respect to any Multiemployer Plan.

                                    (v)      The Company does not maintain,
                  contribute to or have any obligation to contribute to, or have
                  any liability or potential liability with respect to, any
                  Employee Welfare Benefit Plan providing medical, health, or
                  life insurance or other welfare type benefits for current or
                  future retired or terminated employees (including leased
                  employees) of the Company (or any spouse or other

                                       27
<PAGE>

                  dependent thereof) other than in accordance with COBRA. The
                  Company has reserved the unqualified right to terminate
                  retiree health insurance with respect to all employees and
                  participants, including those in pay status with respect to
                  such benefits.

                                    (vi)     The Company does not maintain,
                  contribute to or have any obligation to contribute to, or have
                  any liability or potential liability with respect to, any
                  Employee Benefit Plan or other benefit arrangement covering
                  any employee or former employee (including current and former
                  leased employees) outside of the United States.

                                    (vii)    Consummation of the transactions
                  contemplated by this Agreement, other than by reason of
                  actions taken by the Buyer following the Closing, will not (A)
                  entitle any current or former employee (including current and
                  former leased employees) of the Company to severance pay,
                  unemployment compensation or any other payment, (B) accelerate
                  the time of payment or vesting, or increase the amount of any
                  compensation due to any current or former employee (including
                  current and former leased employees), or (C) give rise to the
                  payment of any amount that would not be deductible pursuant to
                  Code Section 280G.

                           (y)      Guaranties. The Company is not a guarantor
         or otherwise is responsible for any liability or obligation (including
         Indebtedness) of any other Person. No Seller has personally guaranteed
         any liability or obligation (including Indebtedness) of the Company.

                           (z)      Environmental Matters. The representations
         and warranties in this Section 4(z), to the extent relating to the
         Owned Real Property located at 4423 South 67th Street, Omaha, Nebraska
         68117, 900 North First Street, Norfolk, Nebraska 68701 and 1534 North
         Jackson, Kansas City, Missouri 64120 (the "Excepted Real Property"),
         are made to the Knowledge of Sellers. All other representations in this
         Section 4(z), except as expressly provided otherwise, are made without
         such qualification.

                                    (i)      Except as set forth in Section 4(z)
                  of the Disclosure Schedule, all Environmental Property and all
                  current or previous conditions on and uses of the
                  Environmental Property while owned, operated or occupied by
                  the Company, and all current or previous ownership or
                  operation by the Company of the Environmental Property
                  (including without limitation transportation and disposal of
                  Hazardous Materials by or for the Company) comply and have at
                  all times complied with, and do not cause, have not caused,
                  and will not cause liability to be incurred by the Company
                  under any Environmental Law.

                                    (ii)     Except as set forth in Section 4(z)
                  of the Disclosure Schedule, to the Knowledge of the Sellers,
                  all conditions on and uses of the Environmental Property prior
                  to the ownership, operation or occupancy of the Environmental
                  Property by the Company complied with, and have not caused,
                  and will not cause liability to be incurred by the Company
                  under any Environmental Law.

                                       28
<PAGE>

                                    (iii)    Except as set forth in Section 4(z)
                  of the Disclosure Schedule, the Company is not in violation of
                  and has not violated any Environmental Law.

                                    (iv)     The Company has obtained and is in
                  compliance with all necessary Environmental Permits, and no
                  deficiencies have been asserted by any governmental body or
                  authority with respect to such items.

                                    (v)      Except as set forth in Section 4(z)
                  of the Disclosure Schedule, there has been no spill,
                  discharge, leak, leaching, emission, migration, injection,
                  disposal, escape, dumping, or release of any kind on, beneath,
                  above, or into the Environmental Property or into the
                  environment surrounding the Environmental Property of any
                  Hazardous Materials, which has resulted in contamination in
                  excess of applicable federal, state or local limits or could
                  require remediation under any Environmental Law.

                                    (vi)     The Company is not a treatment
                  storage disposal facility as defined under the Resource
                  Conservation and Recovery Act. Except as set forth in Section
                  4(z) of the Disclosure Schedule, there are and have been no
                  (A)Hazardous Materials stored, disposed of, generated,
                  manufactured, refined, transported, produced or treated at,
                  upon or from the Environmental Property and (B) asbestos
                  fibers or materials or polychlorinated biphenyls or
                  underground storage tanks on or beneath the Environmental
                  Property.

                                    (vii)    No expenditure (except in the
                  Ordinary Course of Business) will be required in order for the
                  Company to comply with any Environmental Laws in effect at the
                  time of the Closing in connection with the operation or
                  continued operation of the business of the Company or the
                  Environmental Property in a manner consistent with the current
                  operation thereof by the Company.

                                    (viii)   Except as set forth on Section 4(z)
                  of the Disclosure Schedule, there never has been pending or,
                  to the Knowledge of any of the Sellers, threatened against the
                  Company or, to the Knowledge of any of the Sellers, any other
                  Person to the extent that such other Person from time to time
                  has owned, leased, occupied or conducted operations on the
                  Environmental Property, any civil, criminal or administrative
                  action, suit, summons, citation, complaint, claim, notice,
                  demand, request, judgment, order, lien, proceeding, hearing,
                  study, inquiry or investigation based on or related to an
                  Environmental Permit or any Environmental Law.

                                    (ix)     Except as set forth in Section 4(z)
                  of the Disclosure Schedule, the Company has not transported or
                  arranged for the transportation of any Hazardous Materials to
                  any location which is: (A) listed on, or proposed for listing
                  on, the EPA's National Priorities List published at 40 CFR
                  Part 300 or on any similar state list; or (B) the subject of
                  any regulatory action which may lead to claims against the
                  Company for damages to natural resources, personal injury,

                                       29
<PAGE>

                  clean-up costs or clean-up work.

                                    (x)      Except as set forth in Section 4(z)
                  of the Disclosure Schedule, neither the Company, nor, to the
                  Knowledge of the Sellers, any other Person to the extent that
                  such other Person from time to time has owned, leased,
                  occupied or conducted operations on the Environmental
                  Property, has ever received from any Person any notice of, or
                  has any knowledge of, any past, present or anticipated future
                  events, conditions, circumstances, activities, practices,
                  incidents, actions, agreements or plans that could: (A)
                  interfere with, prevent, or increase the costs of compliance
                  or continued compliance with any Environmental Permits or any
                  renewal or transfer thereof or any Environmental Law; (B) make
                  more stringent any restriction, limitation, requirement or
                  condition under any Environmental Law or any Environmental
                  Permit in connection with the operations on the Environmental
                  Property; or (C) give rise to any liability, loss or expense,
                  or form the basis of any civil, criminal or administrative
                  action, suit, summons, citation, complaint, claim, notice,
                  demand, request, judgment, order, lien, proceeding, hearing,
                  study, inquiry or investigation involving the Environmental
                  Property or the Company, based on or related to an
                  Environmental Permit or any Environmental Law or to the
                  presence, manufacture, generation, refining, processing,
                  distribution, use, sale, treatment, recycling, receipt,
                  storage, disposal, transport, handling, emission, discharge,
                  release or threatened release of any Hazardous Materials.

                           (aa) Certain Business Relationships With the Company.
         Except as set forth in Section 4(aa) of the Disclosure Schedule, none
         of the Sellers or their respective Affiliates have been involved in any
         business arrangement or relationship with the Company within the past
         12 months, and none of the Sellers and their respective Affiliates own
         any asset, tangible or intangible, which is used in the business of the
         Company. No Seller or any of their respective Affiliates owes any
         Indebtedness to the Company.

                           (bb) Contractors. The Company utilizes, and has
         previously utilized, contractors or other individuals in their
         operations for whom the Company has adopted the position that said
         parties are not employees for tax reporting and withholding or any
         other purpose. The procedures adopted and implemented by the Company
         for the utilization of said parties complies in all respects with
         criteria set forth in all applicable federal or state statutes, rules,
         regulations, orders, opinions and other authority for the treatment by
         the Company of said parties as non-employees. Said parties have been
         properly considered for purposes of satisfying any coverage,
         participation and nondiscrimination requirements under the Code and
         ERISA which are applicable with respect to the Employee Benefit Plans
         described in Section 4(x)(i) and the Employee Benefit Plans of said
         parties' employer.

                           (cc) Customer Relations. To the Knowledge of the
         Sellers, the Company has not received any written or oral notice that
         any customer or account of the Company that accounts for more than 1%
         of the gross revenues of the Company, (i) has ceased or cancelled or
         threatened to cease or cancel or indicated its intention to cease or
         cancel or

                                       30
<PAGE>

         otherwise adversely modify, its relationship with the Company, (ii) has
         reduced, threatened to reduce or will reduce the amount of business
         such customer conducts with the Company, (iii) has asserted, or
         threatened to assert, that any contract with the Company (or any
         provision thereof, including the rates set forth therein) is invalid or
         unenforceable, (iv) has asserted that it has a right of set off for any
         reason of any amount in excess of $5,000, including, in each case,
         after the consummation of the transactions contemplated in this
         Agreement or (v) requested or threatened to seek a renegotiation of the
         terms of any contract with the Company or asserted a right to
         renegotiate the same.

                           (dd) Bank Accounts. Section 4(dd) of the Disclosure
         Schedule lists each bank account of the Company setting forth the name
         of the bank at which such account is held, the account number, the
         purpose for which such account is maintained and each authorized
         signatory on each such account.

                           (ee) No Additional Representations and Warranties.
         Notwithstanding anything in this Section 4 or any other provision of
         this Agreement, it is the explicit intent of each party to this
         Agreement that the Sellers are not making any representation or
         warranty whatsoever, express or implied, beyond those expressly made in
         this Agreement or any other documents or instruments executed in
         connection with this Agreement or the transactions contemplated herein.

                  5.       Post Closing Covenants. The Parties agree as follows
with respect to the period following the Closing.

                           (a)      General. In case at any time after the
         Closing any further action is necessary to carry out the purposes of
         this Agreement, each of the Parties will take such further action
         (including the execution and delivery of such further instruments and
         documents) as any other Party reasonably may request, all at the sole
         cost and expense of the requesting Party (unless the requesting Party
         is entitled to indemnification therefor under Section 7 below). The
         Sellers acknowledge and agree that from and after the Closing the Buyer
         will be entitled to possession of all documents, books, records
         (including tax records), agreements, and financial data of any sort
         relating to the Company. From and after the Closing, the Buyer shall
         afford to the Sellers, and their counsel, accountants and other
         authorized agents and representatives, during normal business hours,
         reasonable access to the employees, books, records and other data
         relating to the Company in its possession with respect to periods prior
         to the Closing, and the right to make copies and extracts therefrom, to
         the extent that such access may be reasonably required (i) to
         facilitate the investigation, litigation and final disposition of any
         claims which may have been or may be made against such parties or their
         Affiliates (except to the extent related to the transactions
         contemplated in this Agreement), (ii) for the preparation of Tax
         returns and audits or (iii) for any other reasonable business purpose;
         provided, however, Buyer shall be entitled to reimbursement of its
         reasonable expenses with respect to such access and such access shall
         be subject to Sellers entering into reasonable agreements with respect
         to the protection of any Confidential Information.

                                       31
<PAGE>

                           (b)      Litigation Support. In the event and for so
         long as any Party actively is contesting or defending against any
         action, suit, proceeding, hearing, investigation, charge, complaint,
         claim, or demand in connection with (i) any transaction contemplated
         under this Agreement or (ii) any fact, situation, circumstance, status,
         condition, activity, practice, plan, occurrence, event, incident,
         action, failure to act, or transaction on or prior to the Closing Date
         involving the Company, each of the other Parties will cooperate with
         him or it and his or its counsel in the contest or defense, make
         available their personnel, and provide such testimony and access to
         their books and records as shall be necessary in connection with the
         contest or defense, all at the sole cost and expense of the contesting
         or defending Party (unless the contesting or defending Party is
         entitled to indemnification therefor under Section 7 below).

                           (c)      Transition. For a period of five years from
         and after the Closing Date, none of the Sellers will take any action
         that is designed or intended to have the effect of discouraging any
         lessor, licensor, customer, supplier, or other business associate of
         the Company from maintaining the same business relationships with the
         Company after the Closing as it maintained with the Company prior to
         the Closing.

                           (d)      Confidentiality. Each of the Sellers will
         treat as confidential all of the Confidential Information, refrain from
         using any of the Confidential Information except in connection with
         this Agreement, and deliver promptly to the Buyer or destroy, at the
         request and option of the Buyer, all tangible embodiments (and all
         copies) of the Confidential Information which are in his or its
         possession (including, without limitation, computer records and
         electronic files). In the event that any of the Sellers is requested or
         required (by oral question or request for information or documents in
         any legal proceeding, interrogatory, subpoena, civil investigative
         demand, or similar process) to disclose any Confidential Information,
         that Seller will notify the Buyer promptly of the request or
         requirement so that the Buyer may seek an appropriate protective order
         or waive compliance with the provisions of this Section 5(d). If, in
         the absence of a protective order or the receipt of a waiver hereunder,
         any of the Sellers is, on the advice of counsel, compelled to disclose
         any Confidential Information to any tribunal or else stand liable for
         contempt, that Seller may disclose the Confidential Information to the
         tribunal; provided, however, that the disclosing Seller shall use his
         or its reasonable best efforts to obtain, at the reasonable request and
         the sole cost and expense of the Buyer, an order or other assurance
         that confidential treatment will be accorded to such portion of the
         Confidential Information required to be disclosed as the Buyer shall
         designate.

                           (e)      Miscellaneous.

                                    (i)      The Buyer shall make available
                  health insurance coverage for each of James Clark, G.J.
                  DeYonge and Stuart Kutler and their spouses until such
                  individual reaches the age of 65. Such insurance coverage
                  shall be equivalent to the coverage provided by Buyer to its
                  executive officers during such period. Messrs. Clark, DeYonge
                  and Kutler shall be responsible for all of the costs, premiums
                  and Taxes associated with such insurance (which premiums shall
                  be 140% of the then current monthly COBRA rate applicable to
                  the Buyer's health insurance coverage). In the event any such
                  individual elects to

                                       32
<PAGE>

                  discontinue such coverage for any reason all obligations of
                  the Buyer to offer coverage for such individual and his spouse
                  shall permanently cease.

                                    (ii)     The Company shall transfer title to
                  James Clark, G.J. DeYonge and Stuart Kutler for the three
                  automobiles used by those individuals prior to Closing. Each
                  of the transferees shall bear all cost and expense of these
                  transfers, including without limitation all Taxes incurred in
                  connection with these transfers. The vehicles will be valued
                  at their basis reflected on the Company's books and records as
                  of the Closing and these individuals shall report such amount
                  as ordinary income on their 2004 Income Tax Returns and the
                  Company will be entitled to a related deduction of the same
                  amount on its Income Tax Return for the current fiscal year.

                                    (iii)    The Company shall pay to each of
                  Stuart Kutler and G.J. DeYonge severance payments equal to one
                  year of their respective current annual base salary. These
                  payments shall be made in 12 equal monthly installments on the
                  last day of each of the first 12 full calendar months
                  following the Closing Date; provided, that, all obligations of
                  the Company under this part (iii) shall cease immediately and
                  automatically as to each such individual if such individual
                  breaches or threatens to breach the terms of Section 5(d) or
                  his Non-Compete Agreement or otherwise commits any act or
                  omission involving material dishonesty or fraud or
                  constituting gross negligence or willful misconduct, with
                  respect to the Company or Buyer or any of their respective
                  customers or suppliers.

                                    (iv)     For a period of 30 days following
                  the Closing, each of James Clark, G.J. DeYonge and Stuart
                  Kutler, will have the individual option, exercisable by
                  written notice to the Company within such 30-day period, to
                  purchase from the Company (A) in the case of James Clark, the
                  life insurance policy issued by New York Life (Policy No.
                  43493338; cash surrender value of $118,755) and the life
                  insurance policy issued by First Colony (Policy No. 2164193;
                  cash surrender value of $63,408) both maintained by the
                  Company, (B) in the case of G.J. DeYonge, the life insurance
                  policy issued by New York Life (Policy No. 44619625; cash
                  surrender value of $18,148) maintained by the Company and (C)
                  in the case of Stuart Kutler, the life insurance policy issued
                  by New York Life (Policy No. 44619606; cash surrender value of
                  $23,727) maintained by the Company. The purchase price for
                  each such policy shall be an amount equal to the cash
                  surrender value of the policy (noted above) payable in cash
                  immediately upon receipt of the written assignment of such
                  policy. Each of the transferees shall bear all cost and
                  expense of these transfers, including without limitation all
                  Taxes incurred in connection with these transfers.
                  Notwithstanding the aforementioned, neither the Company nor
                  Buyer shall have any obligation to make any payments under or
                  otherwise take any action or refrain from taking any action in
                  order to maintain each such policy in full force and effect.

                                    (v)      The Buyer will conduct a monthly
                  review with James Clark or G.J. DeYonge regarding cargo claims
                  and bodily injury or property damage and workers' compensation
                  claims that are outstanding at

                                       33
<PAGE>

                  Closing. Settlements in excess of $2,500 for cargo claims and
                  $10,000 for bodily injury or property damage or workers'
                  compensation claims require verbal approval from either of
                  Messrs. Clark or DeYonge (which approval will not be
                  unreasonably withheld). To the extent any such claims are the
                  financial responsibility of an insurance carrier the
                  procedures of the insurance carrier with respect to such
                  claims shall govern.

                           (f)      Payment of Indebtedness. The Buyer shall
         cause the Company to pay in full the Indebtedness of the Company listed
         on Schedule 5(f) within 30 days of the Closing Date.

                           (g)      Norfolk Easement. On or about January 20,
         2004, the Company filed in Cabinet 5 at Page 34B in the Office of the
         Register of Deeds of Madison County, Nebraska, a Lot Boundary Change
         between Lots 1 and 2, Clark Brothers' Addition to the City of Norfolk,
         Madison County, Nebraska, regarding real property known as 900 North
         First Street, Norfolk, Nebraska. Immediately thereafter, by Warranty
         Deed filed in Book M2004-1 at Page 1106, in the Office of the Register
         of Deeds of Madison County, Nebraska, the Sellers caused the Company to
         convey to James D. Clark and Janice A. Clark, husband and wife, being
         some of the Sellers, a portion of such property, being described as
         "Tract B of Lot 1, Clark Brothers' Addition to the City of Norfolk,
         Madison County, Nebraska, according to recorded plat thereof and
         according to that certain Lot Boundary Change between Lots 1 and 2,
         Clark Brothers' Addition to the City of Norfolk, Madison County,
         Nebraska, filed in Cabinet 5 at Page 34B in the Office of the Register
         of Deeds of Madison County, Nebraska" ("Conveyed Property").

                           Sellers hereby warrant and represent that such
         conveyance of said land to James D. Clark and Janice A. Clark does not
         adversely affect the trucking operations and ongoing use of Tract A of
         Lot 1, Clark Brothers' Addition to the City of Norfolk, Madison County,
         Nebraska, according to recorded plat thereof and according to that
         certain Lot Boundary Change between Lots 1 and 2, Clark Brothers'
         Addition to the City of Norfolk, Madison County, Nebraska, filed in
         Cabinet 5 at Page 34B in the Office of the Register of Deeds of Madison
         County, Nebraska ("Company Retained Property"), as a trucking terminal
         facility. Sellers, and James D. Clark and Janice A. Clark, in
         particular, hereby covenant and agree that, in the event that Buyer
         and/or Company hereafter determine that such conveyance did, in fact,
         adversely affect the trucking operations and use of the Company
         Retained Property as a trucking terminal facility, James D. Clark and
         Janice A. Clark will, within twenty-five (25) days of the date of a
         request therefor by the Company or Buyer, execute and deliver, free and
         clear of any liens or encumbrances, a perpetual and exclusive easement
         for pedestrian and vehicular ingress and egress over and across such of
         the Conveyed Property as is reasonably necessary to ameliorate the
         adverse conditions which resulted from the conveyance of the Conveyed
         Property.

                  6.       Deliveries at Closing.

                           (a)      Sellers' Deliveries at Closing. In addition
         to the items specified in Section 2 above, the Sellers shall deliver
         the following items to the Buyer at the Closing:

                                       34
<PAGE>

                                    (i)      all authorizations, consents, and
                  approvals of governments and governmental agencies referred to
                  in Section 3(a)(ii), and Section 4(c) above;

                                    (ii)     a release of liability from each
                  Seller, Stuart Kutler and each fiduciary of the Clark Bros.
                  Transfer, Inc. Employee Stock Ownership Plan & Trust, if other
                  than a Seller, in form and substance reasonably satisfactory
                  to Buyer;

                                    (iii)    the Escrow Agreement executed by
                  Sellers and the Escrow Agent;

                                    (iv)     a termination, dated the Closing
                  Date, for each of the following Leases executed by the Company
                  and the applicable landlord:

                                             (A) Lease, dated March 1, 2000, by
                           and between J & J Wichita, L.L.C. and the Company re:
                           4525 South Palisade, Wichita, Kansas;

                                             (B) Lease, dated June 1, 2002, by
                           and between Clark Sioux Falls, L.L.C. and the Company
                           re: 720 Amidon Street, Sioux Falls, South Dakota;

                                             (C) Net Lease, dated July 1, 1998,
                           by and between Clark-Grand Island, L.L.C. and the
                           Company re: 2410 S. North Road, Grand Island,
                           Nebraska;

                                             (D) Lease, dated June 19, 1997, by
                           and between J & J - I, L.L.C. and the Company re:
                           2205 County Club Drive, Carrollton, Texas; and

                                    (v)      lease agreements (with options to
                  purchase) in form and substance reasonably satisfactory to
                  Buyer, dated the Closing Date, executed by the Company and the
                  applicable landlord of the following real estate: 4525 South
                  Palisade, Wichita, Kansas; 720 Amidon Street, Sioux Falls,
                  South Dakota; 2410 S. North Road, Grand Island, Nebraska; and
                  2205 County Club Drive, Carrollton, Texas;

                                    (vi)     an employment agreement between the
                  Company and Reggie Hunt (the "Employment Agreement") executed
                  by the Company and Reggie Hunt in form and substance
                  reasonably satisfactory to the Buyer;

                                    (vii)    an opinion from counsel to the
                  Sellers in form and substance reasonably satisfactory to the
                  Buyer, addressed to the Buyer, and dated as of the Closing
                  Date;

                                    (viii)   the resignations, effective as of
                  the Closing, of each director and officer of the Company;

                                       35
<PAGE>

                                    (ix)     a written consent for the
                  assignment of each of the Leases (other than the Leases
                  terminated pursuant to Section 6(a)(iv) above) from the
                  landlord or other party whose consent thereto is required
                  under such Lease (the "Lease Consents");

                                    (x)      non-foreign affidavits dated as of
                  the Closing Date and in form and substance required under the
                  Treasury Regulations issued pursuant to Section 1445 of the
                  Internal Revenue Code so that the Buyer is exempt from
                  withholding any portion of the Purchase Price thereunder;

                                    (xi)     a certified copy of the Company's
                  articles of incorporation which shall have been amended to
                  delete Article XII thereof and the Company's 2000 Restated
                  Bylaws (certified by the Secretary of the Company) which shall
                  have been amended to delete the restriction on the ownership
                  of the Company Shares contained in Article 1, Section 12
                  thereof;

                                    (xii)    a non-compete agreement executed by
                  each Seller (other than the Stuart W. Kutler Trust Under Trust
                  Agreement dated January 28, 1998) and Stuart Kutler (the
                  "Non-Compete Agreements") in form and substance reasonably
                  satisfactory to Buyer; and

                                    (xiii)   the 338(h)(10) Election executed by
                  each of the Company and each Seller.

                           (b)      Buyer's Deliveries at Closing. In addition
         to the items specified in Section 2 above, the Buyer shall deliver the
         following items to the Sellers at the Closing:

                                    (i)      all material authorizations,
                  consents, and approvals of governments and governmental
                  agencies referred to in Section 3(b)(iii);

                                    (ii)     the Escrow Agreement executed by
                  the Buyer and the Escrow Agent;

                                    (iii)    the Non-Compete Agreements executed
                  by the Buyer;

                                    (iv)     the Employment Agreement executed
                  by the Company and Reggie Hunt in form and substance
                  reasonably satisfactory to the Buyer;

                                    (v)      an opinion from counsel to the
                  Buyer in form and substance reasonably satisfactory to the
                  Sellers, addressed to the Sellers, and dated as of the Closing
                  Date; and

                                    (vi)     the 338(h)(10) Election executed by
                  each of the Buyer.

                  7.       Remedies for Breaches of this Agreement.

                                       36
<PAGE>

                           (a)      Survival of Representations and Warranties.
         All representations, warranties, covenants, and obligations in this
         Agreement, the Disclosure Schedule, Annex I and any other certificate
         or document delivered pursuant to this Agreement will survive the
         Closing. The right to indemnification, liability for Adverse
         Consequences or other remedy based on such representations, warranties,
         covenants, and obligations will not be affected by any investigation
         conducted with respect to, or any Knowledge acquired (or capable of
         being acquired) at any time, whether before or after the execution and
         delivery of this Agreement or the Closing Date, with respect to the
         accuracy or inaccuracy of or compliance with, any such representation,
         warranty, covenant, or obligation.

                           (b)      Time Limitations. Sellers will have no
         liability (for indemnification or otherwise) with respect to any
         representation or warranty other than those in Sections 3(a)(iv)
         (Company Shares), 4(b)(Capitalization), 4(m) (Tax Matters), 4(x)
         (Employee Benefits) or 4(z) (Environmental Matters) unless on or before
         the second anniversary of the Closing Date, Buyer notifies Sellers of a
         claim specifying the factual basis of that claim in reasonable detail
         to the extent then known by Buyer; a claim with respect to Sections
         3(a)(iv) (Company Shares), 4(b) (Capitalization), 4(m) (Tax Matters),
         4(x) (Employee Benefits) and 4(z) (Environmental Matters) may be made
         up to 120 days following the expiration of the applicable statutes of
         limitation; a claim based on fraud or a claim for indemnification or
         reimbursement not based upon any representation or warranty may be made
         at any time. Buyer will have no liability (for indemnification or
         otherwise) with respect to any representation or warranty unless on or
         before the second anniversary of the Closing Date Sellers notify Buyer
         of a claim specifying the factual basis of that claim in reasonable
         detail to the extent then known by Sellers.

                           (c)      Indemnification Provisions for Benefit of
         the Buyer. Amy L. Hunt, G.J. DeYonge and the Stuart W. Kutler Trust
         Under Trust Agreement dated January 28, 1998, severally in proportion
         to their ownership of the Company Shares sold hereunder by Sellers but
         not jointly, and each of James Clark and Janice Clark, jointly and
         severally with each other and the other Sellers, will indemnify and
         hold harmless the Buyer, the Company, and their respective officers,
         directors, owners, controlling persons, employees, agents and
         Affiliates (collectively, the "Indemnified Persons") for, and will pay
         to the Indemnified Persons the amount of, any Adverse Consequences,
         arising, directly or indirectly, from or in connection with:

                                    (i)      any breach of any representation or
                  warranty made by any Seller in this Agreement, the Disclosure
                  Schedule or Annex I or any certificate or document delivered
                  by Sellers pursuant to this Agreement;

                                    (ii)     any breach by any Seller of any
                  covenant or obligation of such Seller in this Agreement;

                                    (iii)    any obligation or liability of the
                  Company (A) for any Taxes of the Company with respect to any
                  Tax year or portion thereof ending on or before the Closing
                  Date (or for any Tax year beginning before and ending after
                  the Closing Date to the extent allocable to the portion of
                  such period

                                       37
<PAGE>
                  beginning before and ending on the Closing Date), to the
                  extent such Taxes are not reflected in the reserve for any
                  liability for Taxes (rather than any reserve for deferred
                  Taxes established to reflect timing differences between book
                  and Tax income) shown on the face of the Most Recent Balance
                  Sheet (rather than in any notes thereto), as such reserve is
                  adjusted for the passage of time through the Closing Date in
                  accordance with the past custom and practice of the Company in
                  filing its Tax Returns and (B) for the unpaid taxes of any
                  Person (other than the Company) under Reg. Section 1.1502-6
                  (or any similar provision of state, local, or foreign law), as
                  a transferee or successor, by contract, or otherwise;

                                    (iv)     the Clark Bros. Transfer, Inc.
                  Employee Stock Ownership Plan & Trust. Without limiting the
                  generality of the foregoing, indemnified losses shall include
                  those Adverse Consequences resulting from, arising out of, or
                  relating to the following with respect to the Clark Bros.
                  Transfer, Inc. Employee Stock Ownership Plan & Trust:
                  administration and termination; fiduciary obligations;
                  acquisition and disposition of employer securities;
                  disclosures and communications; loans, notes or other
                  extensions of credit; recapitalizations; valuation and
                  appraisal of employer securities; benefits; filing
                  obligations; taxes and excise taxes; penalties and fees;

                                    (v)      bodily injury or property damage
                  claims that arises, directly or indirectly, from any act,
                  omission or occurrence involving the Company on or prior to
                  the Closing Date to the extent not covered by insurance of the
                  Company in existence on the Closing Date (including, without
                  limitation, any matters set forth on Section 4(v) of the
                  Disclosure Schedule); provided, that, for purposes of
                  calculating the monetary amount of Adverse Consequences for
                  which an indemnification claim may be made under this Section
                  7(c)(v), such monetary amount shall be limited to the amount
                  of Adverse Consequences arising from these matters over the
                  aggregate amount of both the aggregate reserves for claims for
                  these matters recorded in the books and records of the Company
                  as of December 31, 2003 plus insurance proceeds actually
                  received by the Company (net of all costs of collection of
                  such proceeds) with respect to such matters;

                                    (vi)     any employment related claims
                  involving the Company arising, directly or indirectly, from
                  any act, omission or occurrence on or prior to the Closing
                  Date, including any claims for workers' compensation, for
                  breach of contract, or any claims in the nature of employment
                  discrimination or harassment; provided, that, for purposes of
                  calculating the monetary amount of Adverse Consequences for
                  which an indemnification claim concerning workers'
                  compensation matters may be made under this Section 7(c)(vi),
                  such monetary amount shall be limited to the amount of Adverse
                  Consequences arising from claims concerning workers'
                  compensation matters over the aggregate amount of both the
                  aggregate reserves for claims concerning workers' compensation
                  matters recorded in the books and records of the Company as of
                  December 31, 2003 plus insurance proceeds actually received by
                  the Company (net of all costs of collection of such proceeds)
                  with respect to claims concerning such workers' compensation
                  matters; and

                                       38
<PAGE>

                                    (vii)    any liabilities arising, in whole
                  or in part, prior to the Closing Date under any Employee
                  Benefit Plan under which the Company provides health insurance
                  benefits; provided, that, for purposes of calculating the
                  monetary amount of Adverse Consequences for which an
                  indemnification claim may be made under this Section
                  7(c)(vii), such monetary amount shall be limited to the amount
                  of Adverse Consequences arising from these matters over the
                  aggregate amount of both the aggregate reserves for these
                  matters recorded in the books and records of the Company as of
                  the December 31, 2003 plus insurance proceeds actually
                  received by the Company (net of all costs of collection of
                  such proceeds) with respect to such matters.

The remedies provided in this Section 7 will be the exclusive remedy that may be
available to Buyer or the other Indemnified Persons for indemnity claims.
Sellers acknowledge and agree that the disclosure and exceptions made by
Sellers, including those contained in Annex I attached hereto and the Disclosure
Schedule and any other exhibit, schedule or attachment to this Agreement, only
limit Sellers' liability for indemnification under Section 7(c)(i) above. Buyer
and the Indemnified Persons have the right to rely fully upon the
representations, warranties, covenants and agreements of Sellers contained in
this Agreement, subject only to the restrictions on the Sellers' indemnification
obligations contained in this Section 7, notwithstanding any such disclosure or
the fact that Buyer has consummated the transactions contemplated in this
Agreement.

                           (d)      Indemnification Provisions for Benefit of
         the Sellers. Buyer will indemnify and hold harmless Sellers, and will
         pay to Sellers the amount of any Adverse Consequences arising, directly
         or indirectly, from or in connection with:

                                    (i)      any breach of any representation or
                  warranty made by Buyer in this Agreement or any certificate or
                  document delivered by Buyer pursuant to this Agreement;

                                    (ii)     any breach by Buyer of any covenant
                  or obligation of Buyer in this Agreement;

                                    (iii)    any guarantee of any Seller of any
                  Indebtedness of the Company for borrowed money as of the
                  Closing; or

                                    (iv)     any on-site investigation or
                  on-site remediation of the Excepted Real Property required
                  under any Environmental Law; provided, that, Buyer shall have
                  no indemnification obligation under this Section 7(d)(iv) if
                  any Seller breaches any representation or warranty made by
                  Sellers in Section 4(z) regarding Excepted Real Property. In
                  no event shall Buyer have any indemnification obligation for
                  any Adverse Consequences arising from any investigation on or
                  remediation of, any real estate other than the Excepted Real
                  Property (such as claims seeking investigation and remediation
                  of adjoining properties) or for third party claims regarding
                  any of the Excepted Real Property (including, without
                  limitation, claims of adjoining landowners arising from
                  environmental contamination emanating from the Excepted Real
                  Property and claims seeking compensation for personal injury
                  and death).

                                       39
<PAGE>

The remedies provided in this Section 7 will be exclusive remedy that may be
available to Sellers or other Indemnified Persons for indemnity claims. Buyer
acknowledges and agrees that the disclosure and exceptions made by Buyer,
including those contained in any exhibit, schedule or attachment to this
Agreement, only limit Sellers' liability for indemnification under Section
7(d)(i) above. Sellers have the right to rely fully upon the representations,
warranties, covenants and agreements of Buyer contained in this Agreement,
subject only to the restrictions on the Buyer's indemnification obligations
contained in this Section 7, notwithstanding any such disclosure or the fact
that Sellers have consummated the transactions contemplated in this Agreement.

                           (e)      Calculation of Adverse Consequences;
         Limitations on Indemnity Obligations.

                                    (i)      For purposes of calculating the
                  monetary amount of Adverse Consequences for which any
                  indemnification claim may be made under this Section 7, such
                  monetary amount may be decreased to the extent of any
                  insurance proceeds actually received by the indemnified party
                  (net of all costs of collection of such proceeds) with respect
                  thereto under any insurance policies (and in the case of any
                  claim made as a result of a breach of the representations and
                  warranties contained in Section 4(z), any amounts actually
                  received by the indemnified party (net of all costs of
                  collection) from any claim made by the indemnified party
                  against any prior owner or operator of the Environmental
                  Property that is the subject of such claim); provided, that,
                  if the indemnifying party shall have paid the same or all of
                  the amount of a payment to the indemnified party prior to the
                  recovery of such an amount by the indemnified party, the
                  indemnified party shall promptly remit the amount of such
                  recovery to the indemnifying party. At the request of the
                  indemnifying party, the indemnified party shall promptly take
                  all actions, at the sole cost and expense of the indemnifying
                  party, including costs arising from any such claim, reasonably
                  necessary to seek any such insurance proceeds (and in the case
                  of any claim made as a result of a breach of the
                  representations and warranties contained in Section 4(z),
                  prosecute claims against prior owners or operators of
                  Environmental Property that is the subject of such claim) to
                  the extent reasonably available to the indemnified party.

                                    (ii)     The Sellers will have no liability
                  (for indemnification or otherwise) with respect to the matters
                  described in Section 7(c)(i) unless (A) the amount of Adverse
                  Consequences claimed by an Indemnified Person hereunder for
                  the particular matter described in Section 7(c)(i) exceeds
                  $5,000 (a "Covered Breach"), and (B) the total of all Adverse
                  Consequences with respect to all matters described in Section
                  7(c)(i), regardless of whether such Adverse Consequences arise
                  from a Covered Breach or not, exceeds $200,000 (the "Basket"),
                  in which case the Sellers shall be liable for all Adverse
                  Consequences in excess of the Basket. However, the limitations
                  on indemnity obligations contained in this Section 7(e)(ii)
                  will not apply to any breach of any representations and
                  warranties made in Sections 3(a)(iv) (Company Shares),
                  4(b)(Capitalization), 4(i)(xiii), (xv), (xvii) and (xviii)
                  (Events Subsequent to October 1, 2003), 4(m) (Tax Matters),
                  4(x) (Employee Benefits), 4(z) (Environmental Matters), the
                  last sentence of 4(aa) (Certain Business Relationships With
                  the Company), 5(g)

                                       40
<PAGE>

                  (Norfolk Easement) or 9(l) (Expenses).

                                    (iii)    If a breach or breaches of Section
                  4 would, had the subject matter of such breach or breaches
                  been properly reflected on the Most Recent Financial
                  Statements in accordance with GAAP (as applied by the Company
                  for its fiscal year ending December 31, 2003), cause the
                  amount of EBITDA (earnings before interest, taxes,
                  depreciation and amortization) of the Company for the 12
                  months ending December 31, 2003 to be less than the amount of
                  EBITDA as determined from the Most Recent Financial Statements
                  or if it is determined that the Most Recent Financial
                  Statements constitute a breach of Section 4(g) (in any such
                  case, an "EBITDA Reduction Claim"), and if the aggregate
                  reduction in EBITDA as a result of all EBITDA Reduction Claims
                  (after considering any increases in such EBITDA that are
                  previously identified) exceeds $250,000 (the "EBITDA Claim
                  Basket"), Sellers shall pay to Buyer an amount equal to the
                  amount by which the aggregate reduction in EBITDA as a result
                  of EBITDA Reduction Claims exceeds the EBITDA Claims Basket
                  multiplied by 4.2. Sellers liability shall be reduced by the
                  amounts previously paid to the Indemnified Persons under
                  Section 7(e)(ii) for any Adverse Consequences arising from the
                  subject matter of such breach. The determination of whether a
                  particular breach of Section 4 causes or would if accounted
                  for as provided above cause, a reduction in EBITDA for the
                  fiscal year ending December 31, 2003 shall be submitted to and
                  determined by Lutz & Co. for determination, in its sole and
                  absolute discretion (absent manifest error).

                                    (iv)     Buyer will have no liability (for
                  indemnification or otherwise) with respect to the matters
                  described in Section 7(d)(i) unless (A) such matter
                  constitutes a Covered Breach, and (B) the total of all Adverse
                  Consequences with respect to all matters described in Section
                  7(d)(i), regardless of whether such Adverse Consequences arise
                  from a Covered Breach or not, exceeds the Basket, in which
                  case the Buyer shall be liable for all Adverse Consequences in
                  excess of the Basket. However, the limitations on indemnity
                  obligations contained in this Section 7(e)(iv) will not apply
                  to any breach of any representations and warranties made in
                  Section 3(b)(ii) (Authorization of Transaction).

                                    (v)      In no event shall the obligation of
                  the Sellers to indemnify the Indemnified Persons under Section
                  7(c)(i) exceed the aggregate sum of $5,000,000, except this
                  restriction shall not apply to claims for any breach of
                  Sections 3(a)(iv) (Company Shares), 4(b)(Capitalization),
                  4(i)(xiii), (xv), (xvii) and (xviii) (Events Subsequent to
                  October 1, 2003), 4(m) (Tax Matters), 4(x) (Employee
                  Benefits), 4(z) (Environmental Matters), the last sentence of
                  4(aa) (Certain Business Relationships With the Company), 5(g)
                  (Norfolk Easement) or 9(l) (Expenses).

                                    (vi)     In no event shall the obligation of
                  the Buyer to indemnify the Sellers under Section 7(d)(i)
                  exceed the aggregate sum of $5,000,000, except this
                  restriction shall not apply to claims for any breach of
                  Section 3(b)(ii) (Authorization of Transaction).

                                       41
<PAGE>

                                    (vii)    In addition, to the extent an
                  indemnification claim arises hereunder as a result of a third
                  party claim against an indemnified party, the Adverse
                  Consequences shall be deemed to include incidental,
                  consequential, special, enhanced and punitive damages to the
                  extent claimed by a third party against an indemnified party.

                           (f)      Right to Set off; Escrow. Upon notice to
         Sellers specifying in reasonable detail the basis for such set off,
         Buyer may set off (or cause to be set off) any amount to which Buyer,
         the Company or any other Indemnified Person may be entitled under
         Section 7 against amounts otherwise payable under this Agreement, the
         note described in Section 2(b)(ii) and any lease (or option to
         purchase) between the Company (or the Buyer or any successor or assign
         of the Company or Buyer) and any Affiliate of any of the Sellers
         (including the lease agreements (with options to purchase) described in
         Section 6(a)(v) above); provided, that, the set off right under the
         note described in Section 2(b)(ii) shall be limited to amounts to which
         Buyer, the Company or other Indemnified Persons may be entitled
         pursuant to an indemnification claim made pursuant to Section 7(c)(iv).
         Notwithstanding the preceding sentence, Buyer may only exercise the set
         off rights pursuant to this Section 7(f) with respect to amounts
         otherwise payable under this Agreement or any lease (or option to
         purchase) between the Company (or the Buyer or any successor or assign
         of the Company or Buyer) and any Affiliate of any of the Sellers
         (including the lease agreements (with options to purchase) described in
         Section 6(a)(v) above) if the amount sought, together with all other
         claims previously made exceed the amount then held in escrow; provided,
         in no event will the restriction in this sentence be deemed to apply to
         set offs against the note referred to in Section 2(b)(ii). The exercise
         of such right of set off by Buyer in good faith, whether or not
         ultimately determined to be justified, will not constitute an event of
         default under this Agreement or any other document contemplated herein.
         Neither the exercise of nor the failure to exercise such right of set
         off or to make a claim against the escrow will constitute an election
         of remedies or limit Buyer, the Company and other Indemnified Persons
         in any manner in the enforcement of any other remedies that may be
         available to any of them. Sellers agree to execute all instructions to
         the Escrow Agent and other documents required by the Escrow Agent in
         order to release funds held by the Escrow Agent to satisfy Sellers'
         indemnity obligations under Section 7 promptly after Sellers either
         agree to the validity of such claim or a final nonappealable order is
         issued by a court of competent jurisdiction or pursuant to binding
         arbitration. Buyer's exercise of set off rights or rights to amounts
         held under the Escrow Agreement may be made without regard to the
         several nature of the liability of certain Sellers under this
         Agreement.

                           (g)      Matters Involving Third Parties.

                                    (i)      Promptly after receipt by an
                  indemnified party under Sections 7(c) or 7(d) above of notice
                  of the commencement of any matter which may give rise to a
                  claim against an indemnified party, such indemnified party
                  will, if a claim is to be made against an indemnifying party
                  under such Section, give notice to the indemnifying party of
                  the commencement of such claim, but the failure to notify the
                  indemnifying party will not relieve the indemnifying party of
                  any liability that it may have to any indemnified party,
                  except to the extent that

                                       42
<PAGE>

                  the indemnifying party demonstrates that the defense of the
                  matter giving rise to the indemnified party's claim is
                  prejudiced by the indemnifying party's failure to give such
                  notice.

                                    (ii)     If any proceeding resulting from
                  the matters referred to in Sections 7(c) or (d) above is
                  brought against an indemnified party and it gives notice to
                  the indemnifying party of the commencement of such proceeding,
                  the indemnifying party will, unless the claim involves Taxes,
                  be entitled to participate in such proceeding and, to the
                  extent that it wishes (unless (A) the indemnifying party is
                  also a party to such proceeding and the indemnified party
                  determines in good faith that joint representation would be
                  inappropriate, or (B) the indemnifying party fails to provide
                  reasonable assurance to the indemnified party of its financial
                  capacity to defend such proceeding and provide indemnification
                  with respect to such proceeding), to assume the defense of
                  such proceeding with counsel reasonably satisfactory to the
                  indemnified party (it being agreed that Koley Jessen P.C. and
                  Bryan Cave LLP are each considered satisfactory for these
                  purposes) and, after notice from the indemnifying party to the
                  indemnified party of its election to assume the defense of
                  such proceeding, the indemnifying party will not, as long as
                  it diligently conducts such defense, be liable to the
                  indemnified party under Section 7 for any fees of other
                  counsel or any other expenses with respect to the defense of
                  such proceeding, in each case subsequently incurred by the
                  indemnified party in connection with the defense of such
                  proceeding, other than reasonable costs of investigation. If
                  the indemnifying party assumes the defense of a proceeding, no
                  compromise or settlement of such claims may be effected by the
                  indemnifying party without the indemnified party's consent
                  unless (1) there is no finding or admission of any violation
                  of applicable laws (including rules, regulations, codes,
                  plans, injunctions, judgments, orders, decrees, rulings, and
                  charges thereunder) of any federal, state, local or foreign
                  governments (and all agencies thereof) or any violation of the
                  rights of any Person and no effect on any other claims that
                  may be made against the indemnified party, (2) the sole relief
                  provided is monetary damages that are paid in full by the
                  indemnifying party and (3) the indemnified party will have no
                  liability with respect to any compromise or settlement of such
                  claims. If notice is given to an indemnifying party of the
                  commencement of any proceeding and the indemnifying party does
                  not, within 10 days after the indemnified party's notice is
                  given, give notice to the indemnified party of its election to
                  assume the defense of such proceeding, the indemnifying party
                  will be bound by any determination made in such proceeding or
                  any compromise or settlement effected by the indemnified
                  party.

                                    (iii)    Notwithstanding the foregoing, if
                  an indemnified party determines in good faith that there is a
                  reasonable probability that a proceeding may adversely affect
                  it or its Affiliates other than as a result of monetary
                  damages for which it would be entitled to indemnification
                  under this Agreement, the indemnified party may, by notice to
                  the indemnifying party, assume the exclusive right to defend,
                  compromise, or settle such proceeding, but the indemnifying
                  party will not be bound by any determination of a proceeding
                  so

                                       43
<PAGE>

                  defended or any compromise or settlement effected without its
                  consent (which may not be unreasonably withheld).

                                    (iv)     Sellers and Buyer hereby consent to
                  the non-exclusive jurisdiction of any court in which a
                  proceeding is brought against any indemnified party for
                  purposes of any claim that an indemnified party may have under
                  this Agreement with respect to such proceeding or the matters
                  alleged therein, and agree that process may be served on
                  Sellers with respect to such a claim anywhere in the world.

                           (h)      Other Indemnification Provisions. Each of
         the Sellers hereby agrees that he or it will not make any claim for
         indemnification against the Company by reason of the fact that he or it
         was a director, officer, employee, contractor or agent of the Company
         or was serving at the request of the Company as a partner, trustee,
         director, officer, employee, contractor, fiduciary or agent of another
         entity (whether such claim is for judgments, damages, penalties, fines,
         costs, amounts paid in settlement, losses, expenses, or otherwise and
         whether such claim is pursuant to any statute, charter document, bylaw,
         agreement, or otherwise). This prohibition shall not apply to any
         rights a Seller may have to seek indemnification from the Company under
         the articles of incorporation or bylaws of the Company, both as in
         effect on the date hereof, with respect to any threatened, pending or
         completed action, suit or proceeding (other than an action by or in the
         right of the Company) not known as of the date hereof by any such
         Seller or the Company, against such Seller in his or her capacity as an
         officer, director or employee of the Company by reason of the fact that
         such Seller was an officer, director or employee of the Company if such
         Seller acted in good faith in a manner he or she reasonably believed to
         be in or not opposed to the best interests of the Company; provided,
         that, no such Seller shall have any right to seek indemnification from
         the Company (or its successors) if the existence or assertion of such
         indemnification claim (or the matter giving rise to any such Seller's
         assertion of such indemnification claim) would constitute a breach of a
         representation or warranty made by any Seller in this Agreement or if
         such Seller is obligated to indemnify Buyer against such
         indemnification claim (or the matter giving rise to such Seller's
         assertion of such indemnification claim) pursuant to this Agreement.

                  8.       Tax Matters. The following provisions shall govern
the allocation of responsibility as between Buyer and Sellers for certain Tax
matters following the Closing Date:

                           (a)      Tax Filings. Sellers shall prepare or cause
         to be prepared and file or cause to be filed all Tax Returns for the
         Company for all periods ending on or prior to the Closing Date which
         are filed after the Closing Date. Sellers shall permit Buyer to review
         and comment on each such Tax Return described in the preceding sentence
         prior to filing and shall make such revisions to such Tax Returns as
         are reasonably requested by Buyer. To the extent permitted by
         applicable law, Sellers shall include any income, gain, loss, deduction
         or other tax items for such periods on their Tax Returns in a manner
         consistent with the Schedule K-1s prepared for such periods. Sellers
         shall be liable for and pay any Taxes of the Company with respect to
         such periods.

                                       44
<PAGE>

                           (b)      Section 338(h)(10) Election. The Company and
         each of the Sellers will join with the Buyer in making an election
         under Section 338(h)(10) of the Code in connection with the purchase of
         the Company Shares hereunder (and any corresponding elections under
         state, local, or foreign tax law) (collectively a "Section 338(h)(10)
         Election"). Buyer shall prepare or cause to be prepared and file or
         cause to be filed the Section 338(h)(10)) Election. Buyer shall permit
         Sellers to review and comment on the Section 338(h)(10) Election prior
         to filing and shall make such revisions to the Section 338(h)(10)
         Election as are reasonably requested by Sellers. Sellers will include
         any income, gain, loss, deduction, or other tax item resulting from the
         Section 338(h)(10) Election on their Tax Returns to the extent required
         by applicable law.

                                    (i)      Section 338(h)(10) Gross-Up.
                  Notwithstanding any other provision of this Agreement, the
                  Buyer shall be responsible for an amount equal to: (i) the
                  excess of (A) the amount of Taxes actually payable by the
                  Sellers (net of any Tax benefits received by the Sellers) as a
                  result of the sale by the Sellers to the Buyer of the Company
                  Shares (the "S Corporation Sale") and the making by the Buyer
                  and the Sellers of the Section 338(h)(10) Election, over (B)
                  the amount of Taxes that would have been payable by the
                  Sellers as a result of the S Corporation Sale had the Section
                  338(h)(10) Election not been made; divided by (ii) 80.4%;
                  provided, however, that the Buyer shall not have any
                  obligation with respect to any portion of such excess that
                  results from the breach or inaccuracy of any representation or
                  warranty of the Sellers made in Sections 3(a) or 4 of this
                  Agreement or from the application of Section 1374 of the Code
                  to the extent the amount of built in gains exceeds $5,747,961
                  as of December 31, 2003. The amount for which the Buyer is
                  responsible shall be referred to as the "Section 338(h)(10)
                  Gross-Up". Buyer shall pay the Sellers $2,500,000 on the
                  Closing Date to be applied against the Section 338(h)(10)
                  Gross-Up.

                                    (ii)     Preparation of Tax Returns and
                  Section 338(h)(10) Gross-Up Computation. No later than April
                  1, 2004, Sellers shall deliver to Buyer (A) all Tax Returns
                  for the Company for all periods ending on or prior to the
                  Closing Date, (B) a detailed reconciliation showing (a) the
                  final computation of the Section 338(h)(10) Gross-Up, and (b)
                  the amount of cash that is to be exchanged between Buyer and
                  Sellers in settlement of the Section 338(h)(10) Gross-Up, and
                  (C) all supporting schedules.

                                    (iii)    Review of Section 338(h)(10)
                  Gross-Up. Buyer shall have 30 days to review the final
                  computation of the Section 338(h)(10) Gross-Up, and the amount
                  of cash that is to be exchanged between Buyer and Sellers in
                  settlement of the Section 338(h)(10) Gross-Up. If within 30
                  days of receiving the computation of the Section 338(h)(10)
                  Gross-Up pursuant to Section 8(b)(ii) hereof, Buyer provides
                  written notice to Sellers that it disagrees with any item
                  reflected in the Section 338(h)(10) Gross-Up computation or
                  the amount of cash that is to be exchanged between Buyer and
                  Sellers in settlement of the Section 338(h)(10) Gross-Up, the
                  parties shall in good faith confer with each other to resolve
                  any such disagreement. The failure of Buyer to provide the
                  notice described in the preceding sentence within the 30 day
                  period specified shall be

                                       45
<PAGE>

                  deemed to indicate that Buyer agrees with the Section
                  338(h)(10) Gross-Up computation. If within 10 days of receipt
                  by Sellers of the notice from Buyer described in Section
                  8(b)(iii), any disputed item remains unresolved, the parties
                  will have another 10 days to retain an Independent Third Party
                  to resolve any such dispute whose decision will be binding on
                  both parties.

                                    (iv)     Payment Procedures. Once the
                  parties have agreed on, or the Independent Third Party has
                  resolved any disputed items with respect to, the Section
                  338(h)(10) Gross-Up described in Section 8(b)(i), any amount
                  required to be paid pursuant to the Section 338(h)(10)
                  Gross-Up, less all payments already made pursuant to Section
                  8(b)(i), shall be paid within 10 days of the agreement on or
                  resolution of such documents.

                           (c)      Allocation of Purchase Price. (d) Buyer, the
         Company and Sellers agree that the Purchase Price, the Section
         338(h)(10) Gross-Up and the liabilities of the Company (plus other
         relevant items) will be allocated to the assets of the Company for all
         purposes (including Tax and financial accounting) as follows: the
         Purchase Price, the Section 338(h)(10) Gross-Up and the liabilities of
         the Company (plus other relevant items) will be allocated in a manner
         consistent with Code Section 338 and the regulations thereunder; the
         fair market value of the real property will be based on fair market
         value appraisals performed by Burr & Tempkin dated August 23, 2003; the
         fair market value of the revenue equipment and all other fixed assets
         will be based on net book value of assets at January 31, 2004 adjusted
         to the extent necessary for any purchases, sales and depreciation from
         January 31, 2004 through the Closing Date; the allocation to all other
         current assets and liabilities will be based on the applicable book
         value of the current assets and liabilities at January 31, 2004,
         adjusted to the extent necessary for any income or loss from January
         31, 2004 through the Closing Date; and any remaining Purchase Price
         including Section 338(h)(10) Gross-Up not allocable to tangible assets
         of the Company will be allocated to any identifiable intangible assets
         and goodwill. Buyer will provide to Sellers on or before March 22, 2004
         the final allocation per the agreement set forth in the previous
         sentence. Buyer, the Company and the Sellers will file all Tax Returns
         (including amended returns and claims for refund) and information
         reports in a manner consistent with such allocation.

                           (d)      S Corporation Status. Other than entering
         into the transaction contemplated by this Agreement, the Company and
         Sellers will not revoke the Company's election to be taxed as an S
         corporation within the meaning of Code Sections 1361 and 1362. The
         Company and Sellers will not take or allow any action that would result
         in the termination of the Company's status as a validly elected S
         corporation within the meaning of Code Sections 1361 and 1362.

                           (e)      Cooperation on Tax Matters.

                                    (i)      Buyer and Sellers shall, and Buyer
                  shall cause the Company to, cooperate fully, as and to the
                  extent reasonably requested by the other party, in connection
                  with the filing of Tax Returns pursuant to this Section and
                  any audit, litigation or other proceeding with respect to
                  Taxes. Such

                                       46
<PAGE>

                  cooperation shall include the retention and (upon the other
                  party's request) the provision of records and information
                  which are reasonably relevant to any such audit, litigation or
                  other proceeding and making employees available on a mutually
                  convenient basis to provide additional information and
                  explanation of any material provided hereunder. The Buyer
                  shall cause the Company (A) to retain all books and records
                  with respect to Tax matters pertinent to the Company relating
                  to any taxable period beginning before the Closing Date until
                  the expiration of the statute of limitations (and, to the
                  extent notified by Buyer or Sellers, any extensions thereof)
                  of the respective taxable periods, and to abide by all record
                  retention agreements entered into with any taxing authority,
                  and (B) to give the Sellers reasonable written notice prior to
                  transferring, destroying or discarding any such books and
                  records and, if the Sellers so request, the Buyer shall cause
                  the Company to allow the Sellers to take possession of such
                  books and records.

                                    (ii)     Buyer and Sellers further agree,
                  upon request, to provide one another with all information that
                  any of them may be required to report pursuant to Section 6043
                  of the Code and all Treasury Department Regulations
                  promulgated thereunder.

                           (f)      Tax Sharing Agreements. All tax sharing
         agreements or similar agreements with respect to or involving the
         Company shall be terminated as of the Closing Date and, after the
         Closing Date, the Company shall not be bound thereby or have any
         liability thereunder.

                           (g)      Certain Taxes and Fees. All transfer,
         documentary, sales, use, stamp, registration and other such Taxes, and
         all conveyance fees, recording charges and other fees and charges
         (including any penalties and interest) incurred in connection with the
         consummation of the transaction contemplated by this Agreement shall be
         the responsibility of the Sellers.

                  9.       Miscellaneous.

                           (a)      Nature of Certain Obligations. The
         representations, warranties, and covenants of Sellers in this Agreement
         are several and not joint obligations among each of the Sellers other
         than James Clark and Janice Clark. This means that each Seller other
         than James Clark and Janice Clark will be responsible to the extent
         provided in Section 7 above for only a proportionate amount of any
         Adverse Consequences the Buyer may suffer as a result of any breach
         thereof which proportionate amount shall be calculated on a pro rata
         basis with respect to the percentage of Company Shares owned by the
         Sellers. The representations, warranties, and covenants of Sellers in
         this Agreement are joint and several obligations with respect to James
         Clark and Janice Clark. This means that each of James Clark and Janice
         Clark will be responsible to the extent provided in Section 7 above for
         the entirety of any Adverse Consequences the Buyer may suffer as a
         result of any breach thereof.

                           (b)      Press Releases and Public Announcements. No
         Party shall issue any

                                       47
<PAGE>

         press release or make any public announcement relating to the subject
         matter of this Agreement prior to the Closing without the prior written
         approval of the Buyer and the Sellers; provided, however, that Buyer
         may make any public disclosure it believes in good faith is required by
         applicable law or any listing or trading agreement concerning its
         publicly traded securities (or that of its parent) (in which case the
         Buyer will use its commercially reasonable best efforts to advise James
         D. Clark prior to making the disclosure).

                           (c)      No Third-Party Beneficiaries. This Agreement
         shall not confer any rights or remedies upon any Person other than the
         Parties and their respective successors and permitted assigns.

                           (d)      Entire Agreement. This Agreement (including
         the documents referred to herein) constitutes the entire agreement
         among the Parties and supersedes any prior understandings, agreements,
         or representations by or among the Parties, written or oral, to the
         extent they related in any way to the subject matter hereof.

                           (e)      Succession and Assignment. This Agreement
         shall be binding upon and inure to the benefit of the Parties named
         herein and their respective successors and permitted assigns. No Party
         may assign either this Agreement or any of his or its rights,
         interests, or obligations hereunder without the prior written approval
         of the Buyer and the Sellers; provided, however, that the Buyer may (i)
         assign any or all of its rights and interests hereunder to one or more
         of its Affiliates, (ii) designate one or more of its Affiliates to
         perform its obligations hereunder and (iii) assign any or all of its
         rights and interests hereunder to any of its lenders or otherwise in
         connection with a sale of substantially all of the assets of the
         Company (in any or all of which cases (i), (ii) and (iii) above, the
         Buyer nonetheless shall remain responsible for the performance of all
         of its obligations hereunder).

                           (f)      Counterparts. This Agreement may be executed
         in one or more counterparts, each of which shall be deemed an original
         but all of which together will constitute one and the same instrument.

                           (g)      Headings. The section headings contained in
         this Agreement are inserted for convenience only and shall not affect
         in any way the meaning or interpretation of this Agreement.

                           (h)      Notices. All notices, requests, demands,
         claims, and other communications hereunder will be in writing. Any
         notice, request, demand, claim, or other communication hereunder shall
         be deemed duly given if (and then two business days after) it is sent
         by registered or certified mail, return receipt requested, postage
         prepaid, and addressed to the intended recipient as set forth below:

                                       48
<PAGE>

                  If to the Sellers:               Copy to:

                  James D. Clark                   Koley Jessen P.C.
                  2001 Prospect Avenue             One Pacific Place, Suite 800
                  Norfolk, Nebraska 68701          1125 South 103 Street
                                                   Omaha, Nebraska  68124
                                                   Attn:  Paul C. Jessen

                  If to the Buyer:                 Copy to:

                  Saia Motor Freight Line, Inc.    Bryan Cave LLP
                  11465 Johns Creek Parkway        3500 One Kansas City Place
                  Duluth, Georgia  30097           1200 Main Street
                  Attention:  President            Kansas City, Missouri 64105
                                                   Attention:  Robert M. Barnes

Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.

                           (i)      Governing Law. This Agreement shall be
         governed by and construed in accordance with the domestic laws of the
         State of Nebraska without giving effect to any choice or conflict of
         law provision or rule (whether of the State of Nebraska or any other
         jurisdiction) that would cause the application of the laws of any
         jurisdiction other than the State of Nebraska.

                           (j)      Amendments and Waivers. No amendment of any
         provision of this Agreement shall be valid unless the same shall be in
         writing and signed by the Buyer and the Sellers. No waiver by any Party
         of any default, misrepresentation, or breach of warranty or covenant
         hereunder, whether intentional or not, shall be deemed to extend to any
         prior or subsequent default, misrepresentation, or breach of warranty
         or covenant hereunder or affect in any way any rights arising by virtue
         of any prior or subsequent such occurrence.

                           (k)      Equitable Modification. Whenever possible,
         each provision of this Agreement shall be interpreted in such manner as
         to be effective and valid under applicable law, but if any provision of
         this Agreement is held to be prohibited by or invalid or unenforceable
         under applicable law, such provision shall be ineffective only to the
         extent of such prohibition or invalidity or unenforceability, without
         invalidating the remainder of this Agreement, and shall be reformed and
         enforced to the maximum extent permitted under applicable law.

                           (l)      Expenses. The Buyer will bear its own costs
         and expenses

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<PAGE>

         (including legal fees and expenses) incurred in connection with this
         Agreement and the transactions contemplated hereby. Sellers represent
         and warrant that attached as Schedule 9(l) is a true and correct list
         of all invoices for costs and expenses of the Sellers or the Company
         (and their respective Affiliates) (including legal fees and expenses)
         in connection with the transactions contemplated hereby that have on or
         before the date hereof been paid by the Company or received by the
         Company. Except with respect to the invoices listed on Schedule 9(l),
         the Sellers will bear the cost and expenses of the Company and Sellers
         (and their respective Affiliates) (including legal fees and expenses)
         in connection with the transactions contemplated hereby.

                           (m)      Construction. The Parties have participated
         jointly in the negotiation and drafting of this Agreement. In the event
         an ambiguity or question of intent or interpretation arises, this
         Agreement shall be construed as if drafted jointly by the Parties and
         no presumption or burden of proof shall arise favoring or disfavoring
         any Party by virtue of the authorship of any of the provisions of this
         Agreement. Any reference to any federal, state, local, or foreign
         statute or law shall be deemed also to refer to all rules and
         regulations promulgated thereunder, unless the context requires
         otherwise. The word "including" shall mean including without
         limitation. Reference to any gender includes each other gender, the
         masculine, the feminine and neuter. The Parties intend that each
         representation, warranty, and covenant contained herein shall have
         independent significance, provided, however, in no event shall any
         Party incur duplicate liability for the same Adverse Consequences by
         reason of the facts that the same result from the breach of more than
         one representation, warranty or covenant. If any Party has breached any
         representation, warranty, or covenant contained herein in any respect,
         the fact that there exists another representation, warranty, or
         covenant relating to the same subject matter (regardless of the
         relative levels of specificity) which the Party has not breached shall
         not detract from or mitigate the fact that the Party is in breach of
         the first representation, warranty, or covenant.

                           (n)      Incorporation of Exhibits, Annexes, and
         Schedules. The Exhibits, Annexes, and Schedules identified in this
         Agreement are incorporated herein by reference and made a part hereof.

                           (o)      Specific Performance. Each of the Parties
         acknowledges and agrees that the other Parties would be damaged
         irreparably in the event any of the provisions of this Agreement are
         not performed in accordance with their specific terms or otherwise are
         breached. Accordingly, each of the Parties agrees that the other
         Parties shall be entitled to temporary, preliminary and permanent
         injunctive relief to prevent any breach or threatened breach of the
         provisions of this Agreement and to enforce specifically this Agreement
         and the terms and provisions hereof in any action instituted in any
         court of the United States or any state thereof having jurisdiction
         over the Parties and the matter (subject to the provisions set forth in
         Section 9(p) below), in addition to any other remedy to which they may
         be entitled, at law or in equity.

                           (p)      Submission to Jurisdiction. Subject
         to Section 9(q), each of the Parties submits to the exclusive venue and
         jurisdiction of any federal court sitting in Omaha, Nebraska, in any
         action or proceeding arising out of or relating to this Agreement and

                                       50
<PAGE>

         agrees that all claims in respect of the action or proceeding may be
         heard and determined exclusively in any such court. Each Party also
         agrees not to bring any action or proceeding arising out of or relating
         to this Agreement in any other court. Each of the Parties waives any
         defense of inconvenient forum to the maintenance of any action or
         proceeding so brought and waives any bond, surety, or other security
         that might be required of any other Party with respect thereto. Any
         Party may make service on any other Party by sending or delivering a
         copy of the process to the Party to be served at the address and in the
         manner provided for the giving of notices in Section 9(h) above.
         Nothing in this Section 9(p), however, shall affect the right of any
         Party to serve legal process in any other manner permitted by law or at
         equity.

                           (q)      Arbitration. Except for disputes,
         controversies, or claims arising under Section 2, 5(b), 5(c), 5(d) or
         9(p) above, any dispute, controversy, or claim arising under or
         relating to this Agreement or any breach or threatened breach thereof
         ("Arbitrable Dispute") shall be resolved by final and binding
         arbitration administered by the American Arbitration Association
         ("AAA") under its Commercial Arbitration Rules, subject to the
         following:

                                    (i)      Any Party may demand that any
                  Arbitrable Dispute be submitted to binding arbitration. The
                  demand for arbitration shall be in writing, shall be served on
                  the other party in the manner prescribed herein for the giving
                  of notices, and shall set forth a short statement of the
                  factual basis for the claim, specifying the matter or matters
                  to be arbitrated.

                                    (ii)     The arbitration shall be conducted
                  by a panel of three arbitrators, one selected by Buyer, one
                  selected by Sellers and the third to be selected jointly by
                  the arbitrators selected by Buyer and Sellers (collectively,
                  the "Arbitrators") who shall conduct such evidentiary or other
                  hearings as they deem necessary or appropriate and thereafter
                  shall make their determination as soon as practicable. Any
                  arbitration pursuant hereto shall be conducted by the
                  Arbitrators under the guidance of the Federal Rules of Civil
                  Procedure and the Federal Rules of Evidence, but the
                  Arbitrators shall not be required to comply strictly with such
                  Rules in conducting any such arbitration. All such arbitration
                  proceedings shall take place in Des Moines, Iowa.

                                    (iii)    Except as provided herein
                  (including pursuant to Section 7 to the extent such items
                  constitute Adverse Consequences):

                                    (A)      each party shall bear its own
                           "Costs and Fees," which are defined as all reasonable
                           pre-award expenses of the arbitration, including
                           travel expenses, out-of-pocket expenses (including,
                           but not limited to, copying and telephone) witness
                           fees, and reasonable attorney's fees and expenses;

                                    (B)      the fees and expenses of the
                           Arbitrators and all other costs and expenses incurred
                           in connection with the arbitration ("Arbitration
                           Expenses") shall be borne equally by the parties
                           thereto; and

                                       51
<PAGE>

                                    (C)      notwithstanding the foregoing, the
                           Arbitrators shall be empowered to require any one or
                           more of the parties thereto to bear all or any
                           portion of such Costs and Fees and/or the Arbitration
                           Expenses in the event that the Arbitrators determine
                           such party has acted unreasonably or in bad faith.

                                    (iv)     The Arbitrators shall have the
                  authority to award any remedy or relief that a court of the
                  State of Nebraska could order or grant, including, without
                  limitation, specific performance of any obligation created
                  under this Agreement, the awarding of amounts in respect of
                  Adverse Consequences and punitive damages, the issuance of
                  temporary, preliminary and permanent injunctive relief, or the
                  imposition of sanctions for abuse or frustration of the
                  arbitration process. The Arbitrators shall render their
                  decision and award upon the concurrence of at least two of
                  their number. Such decision and award shall be in writing and
                  counterpart copies thereof shall be delivered to each party
                  hereto. The decision and award of the Arbitrators shall be
                  binding on all parties hereto. In rendering such decision and
                  award, the Arbitrators shall not add to, subtract from or
                  otherwise modify the provisions of this Agreement, except as
                  provided in Section 9(k) above and shall make its
                  determinations in accordance therewith. Any party to the
                  arbitration may seek to have judgment upon the award rendered
                  by the Arbitrators entered in any court described in Section
                  9(p) above having jurisdiction thereof.

                                    (v)      Each of the Parties agrees that it
                  will not file any suit, motion, petition or otherwise commence
                  any legal action or proceeding for any matter which is
                  required to be submitted to arbitration as contemplated herein
                  except in connection with the enforcement of an award rendered
                  by the Arbitrators. Upon the entry of an order dismissing or
                  staying any action or proceeding filed contrary to the
                  preceding sentence, the Party which filed such action or
                  proceeding shall promptly pay to the other Party the
                  attorneys' fees, costs and expenses incurred by such other
                  Party prior to the entry of such order and shall be liable for
                  such fees, costs and expenses of any subsequent appeals.

                           (r)      Appointment of Sellers' Representative.

                                    (i)      Sellers hereby appoint James D.
                  Clark as their representative, to be their true and lawful
                  attorney-in-fact for all matters in connection with this
                  Agreement, the Escrow Agreement and the promissory note
                  described in Section 2(b)(ii) (the "Subject Documents"),
                  including without limitation the acceptance of any claim by
                  Buyer, and the compromise of any disputes between Buyer and
                  Sellers relating to any Subject Document. The power of
                  attorney granted to the Sellers' representative appointed
                  hereunder is coupled with an interest and will continue in
                  full force and effect notwithstanding the subsequent death or
                  incapacity of a Seller. The representative appointed hereunder
                  will act on behalf of Sellers with respect to all matters
                  requiring action by Sellers under the Subject Documents. Mr.
                  Clark hereby accepts such appointment. In the event of the
                  incapacity of Mr. Clark, a successor representative for
                  Sellers will be

                                       52
<PAGE>

                  appointed by the holders or former holders of a majority of
                  the Company Shares.

                                    (ii)     The Sellers' representative
                  appointed hereunder shall take all actions required to be
                  taken by Sellers under the Subject Documents and may take any
                  action contemplated by the Subject Documents.

                                    (iii)    In the event that Buyer gives
                  notice to the Sellers' representative appointed hereunder of a
                  claim for which indemnification may be sought, the Sellers'
                  representative shall have the authority to determine, in his
                  or her sole judgment, whether to retain counsel (and to select
                  that counsel) to protect Sellers' interests, whether to assume
                  the defense of or otherwise to control the handling of the
                  claim, whether to consent to indemnification and to make all
                  other decisions required to be made by Sellers pursuant to the
                  Subject Documents, including without limitation whether to
                  consent or withhold his or her consent to any settlement or
                  compromise of a claim.

                                    (iv)     The Sellers' representative
                  appointed hereunder shall not be liable to any Seller for any
                  act or omission taken pursuant to or in conjunction with the
                  Subject Documents, except for his or her own gross negligence
                  or willful misconduct. Sellers shall indemnify and hold the
                  Sellers' representative, and each successor thereof, harmless
                  from any and all liability and expenses (including, without
                  limitation, counsel fees) which may arise out of any action
                  taken or omitted by him or her as Sellers' representative in
                  accordance with the Subject Documents, as the same may be
                  amended, modified or supplemented, except such liability and
                  expense as may result from the gross negligence or willful
                  misconduct of the Sellers' representative.

                                    (v)      The Sellers' representative
                  appointed hereunder agrees that within a reasonable time after
                  receipt of notice of a claim, he or she shall give each Seller
                  notice of same and shall from time to time keep Sellers
                  apprised as to developments with respect to such claim. Such
                  notices shall be sent to Sellers at his or her addresses as
                  may be communicated to the Sellers' representative in writing
                  by Sellers.

                                    (vi)     Any action taken by the Sellers'
                  representative appointed hereunder may be considered by Buyer
                  to be the action of Sellers for whom such action was taken for
                  all purposes of the Subject Documents.

                                      *****

                                       53
<PAGE>
                                                                  EXECUTION COPY

                  IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement on the date first above written.

                                         SAIA MOTOR FREIGHT LINE, INC.

                                         By: /s/ Richard D. O'Dell
                                             -----------------------------------
                                         Name: Richard D. O'Dell
                                         Title: President

                                             /s/ James D. Clark
                                         ---------------------------------------
                                         James D. Clark, an individual

                                             /s/ Janice A. Clark
                                         ---------------------------------------
                                         Janice A. Clark, an individual

                                             /s/ Amy L. Hunt
                                         ---------------------------------------
                                         Amy L. Hunt, an individual

                                             /s/ G.J. DeYonge
                                         ---------------------------------------
                                         G. J. DeYonge, an individual

                                         STUART W. KUTLER TRUST UNDER TRUST
                                          AGREEMENT DATED JANUARY 28, 1998,
                                             Shareholder

                                         By: /s/ Stuart W. Kutler
                                             -----------------------------------
                                             Stuart W. Kutler, Trustee

                                         By:  /s/ Sandra A. Kutler
                                             -----------------------------------
                                             Sandra A. Kutler, Trustee

                                         CLARK BROS. TRANSFER, INC.
                                         (for purposes of the Section 338(h)(10)
                                         election provisions and Section 5(e))

                                         By: /s/ James D. Clark
                                             -----------------------------------
                                             James D. Clark

                   Signature Page for Stock Purchase Agreement

<PAGE>

                                 SPOUSAL CONSENT

         The undersigned, spouses of Sellers, consent to and agree that his/her
interest in any property (marital or otherwise) that is subject to this
Agreement is subordinate and subject to the rights of Buyer.

                                         /s/ Reggie Hunt
                                         -----------------------------------
                                         Print Name: Reggie Hunt

                                         /s/ Joanne L. DeYonge
                                         -----------------------------------
                                         Print Name: Joanne L. DeYonge

                   Signature Page for Stock Purchase Agreement

                                       2