Exhibit 10.1



               REIMBURSEMENT AND SECURITY AGREEMENT


           REIMBURSEMENT AND SECURITY AGREEMENT, dated as of
July  3,  1997  (this  "Agreement"),  made  by  CONSOLIDATED
FREIGHTWAYS  CORPORATION OF DELAWARE, a Delaware corporation
("Grantor"), in favor of CNF TRANSPORTATION INC., a Delaware
corporation  ("CNF").  All capitalized terms  not  otherwise
defined  herein shall have the meanings ascribed thereto  in
the Guarantee (as defined below) or, if any such term is not
defined in the Guarantee, it shall have the meaning ascribed
thereto in the Participation Agreement (as defined below).


                    W I T N E S S E T H:

            WHEREAS,  reference  is  made  to  that  certain
Participation Agreement, dated as of September 30, 1994 (the
"Participation  Agreement"), by and among  the  Grantor  and
certain  wholly-owned subsidiaries of CNF (such subsidiaries
are referred to collectively as "Con-Way" and, together with
the  Grantor,  as  the  "Lessees"),  as  Lessees,  CNF,   as
Guarantor  and Lessees' Representative, the several  Lessors
identified  on Schedule I thereto and BA Leasing  &  Capital
Corporation,   a   California  corporation  ("BALCO"),   not
individually, but solely as Agent for the Lessors; and

           WHEREAS, pursuant to the Participation Agreement,
the  Lessees, CNF and BALCO entered into that certain Master
Lease  Intended As Security, dated as of September 30,  1994
(the "Lease"); and

          WHEREAS, BALCO agreed to purchase certain vehicles
from the Lessees and to concurrently leaseback such vehicles
to  the Lessees pursuant to the terms and conditions of  the
Participation Agreement and the Lease; and

           WHEREAS,  CNF executed and delivered a Guarantee,
dated  as of September 30, 1994 (the "Guarantee"), in  favor
of BALCO to guarantee the performance by the Grantor and Con-
Way  of their respective Obligations under the Participation
Agreement,  the  Lease  and the other  Operative  Agreements
(such  Obligations of Grantor are herein referred to as  the
"Grantor Leaseback Obligations"); and

          WHEREAS, at the time of the execution and delivery
by  CNF  of the Participation Agreement, the Lease  and  the
Guarantee,  the Grantor was a wholly-owned direct subsidiary
of CNF; and

           WHEREAS, on December 2, 1996, CNF distributed  to
its stockholders all of the issued and outstanding shares of
capital  stock  of Consolidated Freightways  Corporation,  a
newly-formed Delaware corporation ("CFC"), which then  owned
all of the issued and outstanding shares of capital stock of
the Grantor (the "Distribution"); and

           WHEREAS, pursuant to the Distribution, CNF ceased
to own any equity interest in the Grantor; and

           WHEREAS, CNF continues to guarantee, pursuant  to
the Guarantee, the performance by the Grantor of the Grantor
Leaseback  Obligations  and, in  connection  therewith,  the
Grantor  has agreed to (a) reimburse CNF for certain amounts
which  CNF  may  become obligated to  pay  pursuant  to  the
Guarantee  as  a result of, in connection with,  or  arising
from  the  failure  of the Grantor to  perform  any  of  the
Grantor  Leaseback Obligations and (b) grant CNF  collateral
as  provided herein to secure the payment by the Grantor  of
the Secured Obligations (as hereinafter defined);

           NOW,  THEREFORE, in consideration of the premises
herein contained, and other good and valuable consideration,
the   receipt   and   sufficiency  of   which   are   hereby
acknowledged, the Grantor and CNF agree as follows:

 1.     Reimbursement Obligation.  The Grantor hereby agrees
to pay to CNF, upon written demand, all amounts which CNF is
or  may  become  obligated to pay pursuant to the  Guarantee
(other than (i) amounts paid in respect of the Lease Balance
or  Variable Rent that are solely and exclusively  allocable
to  Con-Way  and (ii) other amounts paid to the extent  that
such payments diminish the amounts payable in respect of the
Lease   Balance  or  Variable  Rent  that  are  solely   and
exclusively   allocable  to  Con-Way),   including   without
limitation  any  amounts in respect  of  the  Administrative
Charge  (whether or not allocable to the Grantor, to Con-Way
or  to  both) as a result of, in connection with or  arising
from  the  failure  of the Grantor to  perform  any  of  the
Grantor Leaseback Obligations (the "Reimbursement Amounts").
Unless  paid  on the date of such demand, the  Reimbursement
Amounts  shall accrue interest at the Default Rate from  the
date  payment is demanded by CNF to and including  the  date
reimbursement in full is received by CNF.

       2.     Grant of Security.  The Grantor hereby assigns,
grants and pledges to CNF a security interest in all of  the
Grantor's right, title and interest in and to the following,
whether now owned or hereafter acquired (the "Collateral"):

          a    )    all of the Grantor's right, title and interest in
     all vehicles listed on Schedule I hereto and any substitu
     tions therefor, replacements thereof and additions thereto,
     in each case from time to time pursuant to the provisions of
     this Agreement (collectively, the "Vehicles");

          b    )    all certificates of title, certificates of
     ownership, manufacturer's certificates of origin or similar
     equivalent instruments issued by any applicable Authority
     evidencing title, or an interest in title, to any Vehicle
     (collectively, a "Certificate of Title");

          c    )    all contracts necessary to purchase, operate and
     maintain the Vehicles, including all warranties;

          d    )    any rebate, offset or similar rights under a
     purchase order, invoice or purchase agreement with  any
     manufacturer of any Vehicle;

          e    )    all books, manuals, logs, records, writing, data
     bases, information and other property relating to, used or
     useful  in  connection with, evidencing,  embodying  or
     incorporating any of the foregoing;

          f    )    all proceeds of any and all of the foregoing
     Collateral (including, without limitation, proceeds that
     constitute property of the types described in any of the
     foregoing clauses of this Section 2) and, to the extent not
     otherwise included, all payments under insurance (whether or
     not  CNF  is  the loss payee thereof) or any indemnity,
     warranty or guaranty, payable by reason of loss or damage to
     or  otherwise  with  respect to any  of  the  foregoing
     Collateral; and

          g    )    all amounts on deposit in the Deposit Account (as
     hereinafter defined) including, without limitation, all
     earnings thereon ("Earnings") and proceeds thereof.

 3.     Secured Obligations.  This Agreement secures the due,
punctual   and   full  payment  by  the   Grantor   of   all
Reimbursement Amounts, including accrued interest thereon as
provided  in Section 1 hereof, and all other obligations  of
the  Grantor now or hereafter existing under this Agreement,
including  without  limitation the amounts  payable  by  the
Grantor  to  CNF  pursuant to Section 13(a) hereof  and  the
amounts  required  to be deposited by the Grantor  into  the
Deposit  Account pursuant to Section 7 hereof (collectively,
the  "Secured Obligations"). Without limiting the generality
of  the foregoing, this Agreement secures the payment of all
amounts which constitute part of the Secured Obligations and
would  be  owed by the Grantor to CNF but for the fact  that
they are unenforceable or not allowable due to the existence
of   a  bankruptcy,  reorganization  or  similar  proceeding
involving the Grantor.

4.     Representations and Warranties.  The Grantor represents
and warrants as follows:

          a    )    The chief place of business and chief executive
     office of the Grantor is 175 Linfield Drive, Menlo Park,
     California 94025.

          b    )    The Grantor has record title to each Vehicle, and
     each Vehicle and all of the other Collateral is free and
     clear of any Lien except for the security interest created
     by  this Agreement and (i) any Lien (including, without
     limitation, Liens of landlords, carriers, warehousemen,
     mechanics or materialmen) in favor of any Person securing
     payment of the price of goods or services provided in the
     ordinary course of business for amounts the payment of which
     is not overdue or is being contested in good faith by appro
     priate proceedings promptly initiated and diligently prose
     cuted, so long as such proceedings do not involve any reason
     able danger of sale, forfeiture or loss of all or any materi
     al part of the Collateral and do not materially adversely
     affect any Lien created in favor of CNF hereunder; (ii) any
     Lien for current taxes, assessments or other governmental
     charges which are not delinquent or the validity of which is
     being  contested by a Permitted Contest (as hereinafter
     defined); (iii) attachments, judgments and other similar
     Liens arising in connection with court proceedings, provided
     that the execution or other enforcement of such Liens is
     effectively stayed and the claims secured thereby are being
     contested in good faith and by appropriate proceedings; (iv)
     any Lien incurred in the ordinary course of business to
     secure performance of statutory obligations; (v) any Lien in
     favor  of  BankAmerica Business Credit, Inc., as  Agent
     ("BABC"), under the Loan and Security Agreement, dated as of
     November 27, 1996, among BABC, NationsBank of Texas, N.A.,
     the lenders party thereto, CFC, Leland James Service Corpora
     tion  and  the  Grantor (the "BABC Agreement")  in  the
     Collateral described in Sections 2(c), 2(d) and 2(e) hereof
     to the extent that such Collateral applies both to Vehicles
     and to vehicles in which BABC has a security interest in
     connection with the BABC Agreement and (vi) any Lien in
     favor of ABN Amro Bank N.V., as Agent ("ABN Amro"), under
     the Security Agreement, dated as of January 23, 1997, made
     by the Grantor in favor of ABN Amro (the "ABN Amro Agree
     ment") in the Collateral described in Sections 2(c), 2(d)
     and 2(e) hereof to the extent that such Collateral applies
     both to Vehicles and to vehicles in which ABN Amro has a
     security interest in connection with the ABN Amro Agreement
     (all such Liens set forth in clauses (i) through (vi) herein
     after  referred  to as "Permitted Liens").   "Permitted
     Contest" shall mean actions taken by a Person to contest in
     good faith, by appropriate proceedings initiated timely and
     diligently prosecuted, the legality, validity or applicabili
     ty to the Vehicles or any interest therein of any Person of:
     (A) any law, regulation, rule, judgment, order or other
     legal provision or judicial or administrative requirements;
     (B) any term or condition of, or any revocations or amend
     ments of, or other proceeding relating to, any authorization
     or other consent, approval or other action by any Authority
     or (C) any Lien or Imposition; provided that the initiation
     and prosecution of such contest would not: (1) result in, or
     materially increase the risk of, the imposition of any crimi
     nal lability on CNF; (2) materially and adversely affect the
     security interests created hereunder or the right, title or
     interest of CNF in or to any of the Collateral  or  (3)
     materially and adversely affect the fair market value, utili
     ty or remaining useful life of the Vehicles or any interest
     therein or the continued economic operation thereof; and
     provided further that in any event adequate reserves in
     accordance with GAAP are maintained against any adverse
     determination of such contest.

          c    )    No filing, recordation or registration is
     necessary or advisable in order to perfect the security
     interest of CNF in the Vehicles and other Collateral other
     than the filing or recording of financing statements under
     Article 9 of the applicable UCC in Alabama, Alaska, Arizona,
     Arkansas, Colorado, Connecticut, Indiana, Kansas, Louisiana,
     Maryland, Massachusetts, Missouri, Nevada, Oklahoma, South
     Carolina, Tennessee, Utah and Virginia (collectively, the
     "Title States" and each a "Title State") and California, and
     the recordation on the Certificate of Title for each Vehicle
     with the applicable governmental authority of the security
     interest of CNF in the respective Title State, and upon the
     actions  described in the foregoing clause the security
     interests in the Vehicles and the other Collateral are en
     forceable, properly perfected, first-priority Liens, subject
     only  to Permitted Liens; provided, however, that  such
     actions  may not be effective to perfect such  security
     interest in certain Collateral described in Section 2(e)
     hereof to the extent such items are stored in (but not made
     a  part of) a Vehicle and located from time to time  in
     jurisdictions where no such filing has been made or to the
     extent  that any such Collateral consists of a type  of
     collateral in which a security interest cannot be perfected
     by taking such actions.

          d    )    Certain Vehicle Matters.

               (i)       Each Vehicle is properly registered pursuant to
          the International Registration Plan as in effect in the
          State in which such Vehicle is titled.  "State" shall mean
          the District of Columbia and any state of the United States
          of America.

               (ii)      Except as set forth on Schedule I hereto, each
          Vehicle has a gross weight rating of more than 16,000
          pounds, and no Vehicle has been specifically constructed,
          built, reconstituted or assembled.

               (iii)          The Grantor is not in the business of selling
          Vehicles and the Vehicles do not constitute "inventory"
          under any applicable UCC.

          e    )    Registration of Vehicles.  Each Vehicle is either
     (i) used in interstate commerce, titled in one of the Title
     States and registered in a State which is a party to the
     International Registration Plan or (ii) used in intrastate
     commerce, registered in the State in which it is so used and
     titled in one of the Title States.

          f    )    Intellectual Property.  To the Grantor's knowledge
     or as represented in writing by a vendor of the Vehicles
     which  writing has been provided to CNF, there  are  no
     patents, patent rights, trademarks, service marks, trade
     names, copyrights, licenses or other intellectual property
     rights  with  respect to the Vehicles, or  proprietary,
     patented or patentable modifications or Parts (as herein
     after defined) used in connection with the Vehicles, the
     unavailability of which would have a material adverse effect
     on the current fair market value of any Vehicle.  "Parts"
     means all appliances, parts, instruments, appurtenances,
     accessories, furnishings and other equipment of whatever
     nature that may from time to time be incorporated in or
     installed in or attached to any Vehicle.

          g    )    Insurance.  All insurance coverage required by
     Section 6(f) hereof is in full force and effect and there
     are no past due premiums in respect of any such insurance.

          5.     Further Assurances.

          a    )    The Grantor agrees that from time to time, at the
     expense of the Grantor, the Grantor will promptly execute
     and deliver all further instruments and documents, and take
     all further action, that may be necessary or desirable, or
     that CNF may reasonably request, in order to perfect and pro
     tect  any security interest granted or purported to  be
     granted hereby or to enable CNF to exercise and enforce its
     rights  and  remedies  hereunder with  respect  to  any
     Collateral.   Without limiting the  generality  of  the
     foregoing, the Grantor will execute and file such financing
     or continuation statements, or amendments thereto, and such
     other  instruments or notices, as may be  necessary  or
     desirable, or as CNF may reasonably request, in order to
     perfect  and preserve the security interest granted  or
     purported to be granted hereby, including with respect to
     any  Replacement Part (as hereinafter defined) and  any
     Replacement Vehicle (as hereinafter defined).

          b    )    As soon as practicable, but in no event later than
     forty-five (45) days after the date of delivery of this
     Agreement to CNF, the Grantor shall record or file, or cause
     to be recorded or filed, an appropriate Certificate of Title
     in respect of each Vehicle subject to this Agreement on such
     date in the appropriate jurisdiction in order to perfect the
     security interest therein created hereby.  Within fifteen
     (15) days after any other Vehicle becomes subject to this
     Agreement, the Grantor shall record or file, or cause to be
     recorded or filed, an appropriate Certificate of Title in re
     spect of each such Vehicle in the appropriate jurisdiction
     in order to perfect the security interest therein created
     hereby.  In each case, the Grantor shall pay all applicable
     filing or recording fees and shall deliver to CNF copies of
     all such Certificates of Title with the security interest of
     CNF reflected thereon.

          c    )    The Grantor hereby authorizes CNF to file one or
     more financing or continuation statements, and amendments
     thereto,  relating to all or any part of the Collateral
     without the signature of the Grantor where permitted by law,
     if the Grantor has failed to sign such instrument within ten
     (10) days after request therefor by CNF.  A photocopy or
     other  reproduction of this Agreement or any  financing
     statement covering the Collateral or any part thereof shall
     be sufficient as a financing statement where permitted by
     law.

          d    )    The Grantor will furnish to CNF from time to time
     statements and schedules further identifying and describing
     the Collateral and such other reports in connection with the
     Collateral as CNF may reasonably request, all in reasonable
     detail.

          e    )    The Grantor (i) shall keep its chief place of
     business and chief executive office at the location therefor
     specified in Section 4(a) hereof and (ii) shall maintain its
     records  concerning the Collateral at 2701 N.W.  Vaughn
     Street, Portland, Oregon 97209 and/or 1621 N.W. 21st Street,
     Portland, Oregon 97209, or, in either case, upon thirty (30)
     days' prior written notice to CNF, at such other locations
     in a jurisdiction where all actions specified in Section
     5(a)  hereof shall have been taken with respect to  the
     Collateral.

          f    )    CNF and its agents and representatives shall have
     the right at all reasonable times, upon reasonable notice,
     to inspect any Collateral, including without limitation any
     Certificate  of Title or documentation related  to  the
     Collateral.  The Grantor shall maintain in its records, in a
     separate file entitled "CNF Guarantee Documentation," (i)
     all Certificates of Title, (ii) microfiche containing Vehi
     cle registration documents and (iii) executed blank powers
     of attorney enabling CNF to re-register the Vehicles.

          6.     Use and Ownership Covenants.  The Grantor shall
observe  the following covenants until the Termination  Date
(as hereinafter defined):

          a    )    Restriction on Possession and Use.  The Grantor
     shall not:

               (i)       use, operate, maintain or store any Vehicle or any
          portion thereof (A) except in accordance with Section 6(b)
          hereof or (B) in violation of any applicable insurance
          policy or law or regulation of any Authority;

               (ii)      abandon any Vehicle, other than a Vehicle which
          has suffered a Complete Casualty (as hereinafter defined);

               (iii)          lease or assign any Vehicle or permit the
          operation thereof by any Person other than the Grantor,
          except for the temporary loan of Vehicles to other carriers
          pursuant to interchange agreements in the ordinary course of
          business;

               (iv)      sell, assign or transfer any of its rights in any
          Vehicle, or directly or indirectly create, incur or suffer
          to exist any Lien on any of its rights in any Vehicle,
          except for Permitted Liens;

               (v)       permit any Vehicle to be titled in any juris
          diction other than the jurisdiction in which it is titled on
          the date hereof, unless the security interest of CNF is
          noted in the Certificate of Title in the new jurisdiction
          and the Grantor notifies CNF within three (3) business days
          of any retitling in any jurisdiction other than any of the
          Title States; or

               (vi)      use, operate, maintain or store any Vehicle or any
          portion thereof outside of the United States, provided,
          however, that the Grantor may use, maintain and operate any
          Vehicle outside of the United States on trips to and from a
          point of embarkation located within the United States.

          b    )    Maintenance.  The Grantor shall, at its expense:

               (i)       maintain, manage and monitor the Vehicles in
          compliance in all material respects with all applicable re
          quirements of law, Authority and/or insurance policies;

               (ii)      maintain each Vehicle (or cause each Vehicle to be
          maintained) in as good operating order, repair and condition
          as it was on the date such Vehicle became subject to this
          Agreement (to the extent that, as of such date, each such
          Vehicle was in good operating order, repair and condition),
          ordinary wear and tear excepted;

               (iii)          maintain, manage and monitor the Vehicles in
          accordance with the terms of all applicable contracts
          (including, without limitation, service contracts and
          insurance contracts) in a manner consistent with the
          Grantor's customary practices; and

               (iv)      conduct all scheduled maintenance of the Vehicles
          in conformity with the Grantor's maintenance procedures then
          in effect for similar equipment owned or leased by the G
          rantor, and applicable warranty guidelines.

     The  Grantor  shall in any event maintain the  Vehicles
     (or cause the Vehicles to be maintained) in at least as
     good  a  condition  as comparable  equipment  owned  or
     leased by the Grantor or any of its Subsidiaries.   The
     Grantor  will  maintain or cause to be maintained,  and
     shall  permit  CNF  to inspect, any records,  logs  and
     other  materials required by any Authority having juris
     diction  to  be maintained or filed in respect  of  any
     Vehicle.

          c    )    Replacement of Parts.

               (i)       In the event that any Part which may from time to
          time be incorporated or installed in or attached to any
          Vehicle becomes at any time worn out, damaged or permanently
          rendered unfit for use for any reason whatsoever (other than
          as a result of a Complete Casualty), the Grantor, at its own
          cost and expense, will promptly replace, or cause to be
          replaced, such Part with a replacement Part (a "Replacement
          Part") in accordance with the Grantor's customary practices,
          but in any event subject to Section 6(b) hereof.  In
          addition, the Grantor may, at its own cost and expense,
          remove in the ordinary course of maintenance, service, re
          pair, overhaul or testing, any Part, whether or not worn
          out, destroyed, seized, confiscated, damaged beyond repair
          or permanently rendered unfit for use; provided that the
          Grantor will, at its own cost and expense, replace such Part
          with a Replacement Part as promptly as is commercially
          reasonable.  Each Replacement Part shall be free and clear
          of all Liens (other than Permitted Liens) and shall be in as
          good operating condition as, and shall have a value and
          utility at least equal to, the Part which it replaced, assum
          ing such replaced Part and the Vehicle from which it was
          taken were in the condition and repair required to be main
          tained by the terms of Section 6(b) hereof.

               (ii)      Any Part at any time removed from any Vehicle
          shall remain subject to this Agreement, no matter where
          located, until such time as such Part shall be replaced by a
          Part which has been incorporated or installed in or attached
          to such Vehicle and which meets the requirements for a
          Replacement Part specified in Section 6(c)(i) hereof.
          Immediately upon any Replacement Part becoming incorporated
          or installed in or attached to any such Vehicle as above pro
          vided, without further act: (A) the replaced part (the
          "Replaced Part") shall be released from the security
          interest created by this Agreement and shall no longer be a
          part of the Collateral and (B) such Replacement Part shall
          become subject to this Agreement, and the security interest
          created hereunder, and shall be deemed part of such Vehicle
          for all purposes hereof to the same extent as the Parts
          incorporated or installed in or attached to such Vehicle on
          the date such Vehicle became subject to this Agreement.

               (iii)          Upon the satisfaction of the conditions
          specified in Section 6(c)(ii) hereof, and the Replacement
          Part becoming subject to this Agreement and the security
          interest created hereunder, CNF shall execute and deliver to
          the Grantor such documents as may be reasonably necessary to
          release the Replaced Part from the terms and scope of this
          Agreement, in such form as may be reasonably requested by
          the Grantor, and in such form and substance satisfactory to
          CNF, all at the expense of the Grantor.

          d    )    Alterations, Modifications and Additions.  Except
     as provided in Sections 6(b) and 6(c) hereof, the Grantor
     shall not remove, replace or alter any Vehicle or affix or
     replace any accessory, equipment or device on any Vehicle
     (such actions shall be hereinafter referred to collectively
     as "alteration") if such alteration would materially impair
     the originally-intended function or use or materially reduce
     the value or useful life of such Vehicle; provided that the
     Grantor, at its own expense, will make, or cause to be made,
     any alteration to or in respect of any Vehicle that may be
     necessary, from time to time, to comply in all material re
     spects with any applicable law, governmental rule or regu
     lation or any provision of any insurance policy required to
     be maintained under Section 6(f) hereof (any Parts being
     used  to  comply with this proviso shall be hereinafter
     referred to as "Mandatory Parts").  All Parts affixed to or
     installed as a part of any Vehicle, excluding temporary re
     placements, shall thereupon become subject to this Agreement
     , and the security interest created hereunder, and shall be
     deemed part of such Vehicle for all purposes hereof to the
     same extent as the Parts incorporated or installed in or at
     tached  to such Vehicle on the date such Vehicle became
     subject to this Agreement.  The Grantor shall repair all
     damage to any Vehicle resulting from any alteration so as to
     restore such Vehicle to the condition in which it existed
     prior to such alteration (ordinary wear and tear excepted).
     CNF shall have no obligation to pay for or to reimburse the
     Grantor for any alteration required or permitted by this Sec
     tion 6(d).

          e    )    Removal of Parts.  Provided that no Event of De
     fault shall have occurred and be continuing, the Grantor may
     remove, at its expense, any Part at any time (such Part, a
     "Removable Part") which:

               (i)       is in addition to, and not in replacement of or
          substitution for, (A) any Part originally incorporated or in
          stalled in or attached to a Vehicle on the date such Vehicle
          became subject to this Agreement or (B) any Part in re
          placement of or substitution for any Part originally in
          corporated or installed in or attached to a Vehicle on the
          date such Vehicle became subject to this Agreement;

               (ii)      is not a Mandatory Part; and

               (iii)          can be removed from a Vehicle without causing
          damage to such Vehicle or diminishing or impairing the value
          or condition which such Vehicle would have had at such time
          had such addition not occurred;

     provided  that:  (A) such removal will  not  materially
     impair the value, use or useful life which such Vehicle
     would  have had at such time had such Part not been  af
     fixed to or placed on such Vehicle and (B) such Part is
     not  necessary  for the continued normal  use  of  such
     Vehicle.   The Grantor shall repair all damage  to  any
     Vehicle  resulting from the removal  of  any  Removable
     Part so as to restore such Vehicle to the condition  in
     which  it existed prior to such removal (ordinary  wear
     and  tear  excepted).  CNF shall have no obligation  to
     pay for or to reimburse the Grantor for the removal  of
     any Removable Part permitted by this Section 6(e).

          f    )    Insurance.

               (i)       Required Coverage.  At its own expense, the
          Grantor will maintain the following insurance coverage with
          respect to the Vehicles:

                  (1)    primary automobile and general liability insurance of
     not  less  than $3,000,000 per occurrence, with  excess
     coverage of not less than $5,000,000 per occurrence and
     $95,000,000 in the aggregate, in each case naming CNF as an
     additional insured; and

                    (2)    insurance against all risks of loss or physical
     damage to the Vehicles in a primary amount of not less than
     $250,000 per occurrence and excess "all risk" coverage on
     the  Vehicles  in  a blanket amount of  not  less  than
     $100,000,000, which insurance shall name CNF as the sole
     loss payee.

               (ii)      Permitted Insurers.  So long as an insurer which
          is an Affiliate of the Grantor (the "Insurer") shall (A)
          maintain its good standing as an insurer, (B) be financially
          sound in the reasonable judgment of CNF and (C) be in
          compliance with all applicable regulatory requirements, the
          Grantor may obtain primary insurance coverage from the
          Insurer, with retained liability for physical damage to the
          Vehicles and for liability coverage required under Section
          6(f)(i)(1) hereof, which retained liability amounts, in both
          such cases, shall be in amounts not greater than amounts
          customary for similarly situated companies operating compara
          ble equipment in the same industry as the Grantor.  The
          Grantor shall obtain its excess insurance and, if the
          Insurer does not meet the criteria set forth in the
          preceding sentence or is no longer providing the Grantor's
          insurance, its primary insurance, from financially
          responsible companies selected by the Grantor which have an
          A.M. Best rating of "A" or are otherwise acceptable to CNF.

               (iii)          Interest of CNF.  All insurance required by
          this Section 6(f) shall (i) name CNF as an additional
          insured party thereunder and loss payee as specified above
          (without any representation or warranty by, or obligation
          upon, CNF) as its interest may appear, (ii) contain the
          agreement by the insurer that any loss thereunder shall be
          payable to CNF notwithstanding any action, inaction or
          breach of representation or warranty by the Grantor or any
          other entity having an interest in any Vehicle (including,
          without limitation, CNF), (iii) provide that there shall be
          no recourse against CNF for payment of premiums or other
          amounts with respect thereto, (iv) provide that the insurer
          shall give CNF at least thirty (30) days' prior written
          notice of cancellation, lapse or reduction of limits, (v) be
          primary with respect to any other insurance carried by or
          available to CNF and (vi) provide that the insurer shall
          waive any right of subrogation, setoff, counterclaim or
          other deduction, whether by attachment or otherwise, against
          CNF.  The Grantor shall notify CNF promptly of any policy
          cancellation,  lapse, reduction in policy  limits,
          modification or amendment.

               (iv)      Delivery of Insurance Certificates.  The Grantor
          has heretofore delivered to CNF certificates of insurance
          satisfactory to CNF evidencing the existence of all
          insurance required to be maintained hereunder and setting
          forth the respective coverage, limits of liability, carrier,
          policy number and period of coverage.  Thereafter, at the
          time each of the Grantor's insurance policies is renewed
          (but in no event less frequently than once each year), the
          Grantor shall deliver to CNF certificates of insurance
          evidencing that all insurance required by this Section 6(f)
          to be maintained by the Grantor with respect to the Vehicles
          is in effect.

          7.     Casualties and Casualty Proceeds.

          a    )    Definitions.

               (i)       "Complete Casualty" means any of the following
          events in respect of any Vehicle:  (i) the loss of such
          Vehicle or the use thereof due to theft, disappearance, de
          struction, damage beyond repair or rendition of such Vehicle
          permanently unfit for normal use for any reason whatsoever,
          (ii) any damage to such Vehicle which results in any
          insurance settlement with respect to such Vehicle on the
          basis of a total loss, (iii) the permanent condemnation,
          confiscation or seizure of, or requisition of title to or
          use of, such Vehicle, (iv) as a result of any rule,
          regulation, order or other action by any Authority, the use
          of such Vehicle in the normal course of business shall have
          been prohibited, directly or indirectly, for a period of six
          (6) consecutive months, unless the Grantor, prior to the
          expiration of such six-month period, shall have undertaken
          and shall be diligently carrying forward all steps which are
          necessary or desirable to permit the normal use of such
          Vehicle by the Grantor or, in any event, if use of such Vehi
          cle shall have been prohibited, directly or indirectly, for
          a period of twelve (12) consecutive months or (v) the opera
          tion or location of such Vehicle, while under requisition
          for use by any Authority, in any area excluded from coverage
          by any insurance policy then in effect with respect to such
          Vehicle required by the terms of Section 6(f) hereof, if the
          Grantor shall be unable to obtain indemnity in lieu thereof
          from such Authority.

               (ii)      "Partial Casualty" means any loss, damage, destruc
          tion, taking by eminent domain, loss of use or theft of any
          portion of a Vehicle which does not constitute a Complete
          Casualty.

               (iii)          "Unqualified Vehicle" means any Vehicle (i)
          which has suffered a Complete Casualty, (ii) which, at the
          time of determination, has not been replaced by a Replace
          ment Vehicle (as hereinafter defined) and (iii) for which,
          at the time of determination, no Casualty Deposit (as
          hereinafter defined) has been made into the Deposit Account.

               (iv)      "Default Casualty" means, in respect of any
          Vehicle, the breach of any covenant specified in Section 6
          hereof, which breach has continued unremedied for a period
          of thirty (30) days after the earlier to occur of (i)
          written notice thereof by CNF to the Grantor or (ii) Actual
          Knowledge thereof by the Grantor.

               (v)       "Default Vehicle" means any Vehicle in respect of
          which there exists a Default Casualty.  A Default Vehicle
          will cease to be such immediately upon the remedy of each
          Default Casualty which may have existed in respect of it.

          b    )    Partial Casualties.  As soon as practicable after
     a Partial Casualty to a Vehicle, the Grantor shall repair
     and rebuild the affected portions of such Vehicle (or cause
     such affected portions to be repaired and rebuilt) to the
     condition required to be maintained by Section 6(b) hereof.

          c    )    Complete Casualties.  In the event that a Vehicle
     suffers a Complete Casualty at a time when (i) the number of
     Vehicles that have become Unqualified Vehicles during the
     same calendar year and that remain Unqualified Vehicles at
     such time equals or exceeds five percent (5%) of the number
     of Vehicles subject to this Agreement on the date hereof
     (the  "Initial Vehicle Number") or (ii) the  number  of
     Vehicles that have become Unqualified Vehicles since the
     date hereof and that remain Unqualified Vehicles at such
     time equals or exceeds ten percent (10%) of the Initial
     Vehicle Number, the Grantor shall, within thirty (30) days
     of the date on which such Complete Casualty occurs, either
     (A) replace, in accordance with Section 7(g) hereof, such
     Vehicle or (B) make a deposit (a "Casualty Deposit") into
     the Deposit Account equal to the value of the proceeds of
     any casualty insurance or condemnation proceeds ("Casualty
     Proceeds") payable for such Vehicle.

          d    )    Default Deposits.  In the event that a Vehicle
     suffers a Complete Casualty or a Default Casualty at a time
     when (i) the number of Vehicles that have become Unqualified
     Vehicles during the same calendar year plus the number of
     Vehicles which are Default Vehicles at such time equals or
     exceeds five percent (5%) of the Initial Vehicle Number or
     (ii) the number of Vehicles that have become Unqualified
     Vehicles since the date hereof equals plus the number of
     Vehicles where are Default Vehicles at such time exceeds ten
     percent (10%) of the Initial Vehicle Number, the Grantor
     shall, within three (3) Business Days of the date on which
     such Complete Casualty or Default Casualty occurs, make a
     deposit (a "Default Deposit") into the Deposit Account equal
     to  the value of the Casualty Proceeds payable for such
     Vehicle  in the event it suffered a Complete  Casualty,
     provided that if the value of such Casualty Proceeds is not
     readily ascertainable, the amount of the Default Deposit
     shall be equal to the replacement cost of the Vehicle.

          e    )    No Duplicative Deposits.  Provided that no Event
     of Default has occurred and is continuing, in the event that
     a Vehicle suffers a Complete Casualty and the Grantor would
     be required to make both an election pursuant to Section
     7(c) hereof and a Default Deposit pursuant to Section 7(d)
     hereof, the Grantor shall make only the Casualty Deposit
     required by Section 7(c).  In the event that a  Vehicle
     suffers a Complete Casualty when an Event of Default has
     occurred  and is continuing, and the Grantor  would  be
     required to make both an election pursuant to Section 7(c)
     hereof  and a Default Deposit pursuant to Section  7(d)
     hereof, the Grantor shall instead make, within three (3)
     Business Days of the date on which such Complete Casualty
     occurs, only a Casualty Deposit into the Deposit Account
     equal to the Casualty Proceeds for such Vehicle.

          f    )    Permitted Casualties.  The Grantor shall not be
     required  to replace any Vehicle which has  suffered  a
     Complete Casualty or to make any deposit into the Deposit
     Account with respect thereto except as provided in this
     Section 7.

          g    )    Replacement Vehicles.  In the event that the
     Grantor replaces any Vehicle which has suffered a Complete
     Casualty, whether required by this Section 7 or not, the
     Grantor  shall replace such Vehicle with a  vehicle  (a
     "Replacement Vehicle") that is (i) free and clear of all
     Liens (other than Permitted Liens) and (ii) in as good of
     operating condition as, and has a value and utility at least
     equal  to, the Vehicle which it replaced, as determined
     immediately prior to the Complete Casualty and assuming that
     at such time such replaced Vehicle was in the condition and
     repair required to be maintained by the terms of Section
     6(b) hereof.  Each such Replacement Vehicle shall become
     subject to this Agreement, and the security interest created
     hereunder, and shall be deemed to be a Vehicle and a part of
     the Collateral for all purposes hereunder.

          h    )    Casualty Proceeds During Default.  When an Event
     of Default has occurred and is continuing, any payment of
     Casualty Proceeds, whether made to the Grantor, CNF  or
     otherwise, in respect of any Partial Casualty or Complete
     Casualty  shall be promptly deposited into the  Deposit
     Account and shall constitute a Default Deposit.

          i    )    Casualty Proceeds -- No Default.  So long as no
     Event of Default has occurred and is continuing, (i) any
     Casualty Proceeds with respect to a Partial Casualty or a
     Complete Casualty shall be payable directly to the Grantor
     and (ii) in the event that any Casualty Proceeds are paid to
     CNF in respect of any Partial Casualty or Complete Casualty,
     CNF  shall promptly remit such Casualty Proceeds to the
     Grantor.

          8.     The Deposit Account.

          a    )    CNF shall establish a deposit account as security
     for the Grantor's obligations under this Agreement (the "De
     posit Account") into which all Casualty Deposits and Default
     Deposits shall be deposited.  CNF shall maintain exclusive
     control of the Deposit Account and the amounts on deposit
     therein, including any Earnings.  CNF shall apply any funds
     held  in  the  Deposit Account to satisfy  any  Secured
     Obligations that become due and payable to CNF and in the
     following  order:   (i) first, funds  which  constitute
     Earnings, (ii) second, funds which constitute  Casualty
     Deposits and (iii) third, funds which constitute Default
     Deposits.

          b    )    All Casualty Deposits and Earnings, to the extent
     not applied to satisfy Secured Obligations pursuant  to
     Section 8(a) hereof, shall remain in the Deposit Account
     until the Termination Date, provided, however, that the
     Grantor may elect at any time (except when an Event  of
     Default has occurred and is continuing) to replace  any
     Vehicle, in accordance with Section 7(g) hereof, for which a
     Casualty Deposit has been made pursuant to Section 7(c)
     hereof, and upon such Replacement Vehicle becoming subject
     to this Agreement, and the security interest created hereun
     der, the Grantor may elect to withdraw the Casualty Deposit
     made with respect to the replaced Vehicle (but not  the
     Earnings with respect thereto).  All Default Deposits, to
     the  extent  not applied to satisfy Secured Obligations
     pursuant to Section 8(a) hereof, shall remain in the Deposit
     Account until there exists no continuing Event of Default,
     at which time such funds shall be promptly remitted to the
     Grantor.

          c    )    All funds in the Deposit Account shall be in
     vested, as CNF determines in its sole discretion, in one or
     more of the following:

               (i)       securities issued or fully guaranteed or insured
          by the United States Government or any agency thereof and
          backed by the full faith and credit of the United States
          maturing not more than one (1) year from the date of
          acquisition;

               (ii)      certificates of deposit, time deposits, Eurodollar
          time deposits, bankers' acceptances or deposit accounts
          having in each case a remaining term to maturity of not more
          than one (1) year, which are either (A) fully insured by the
          Federal Deposit Insurance Corporation or (B) issued by any
          commercial bank under the laws of any State or any national
          banking association that has combined capital and surplus of
          not less than $800,000,000 and whose short-term securities
          are rated at least A-1 by S&P or P-1 by Moody's;

               (iii)          commercial paper that is rated at least A-1
          by S&P or P-1 by Moody's, issued by a company that is
          incorporated under the laws of the United States or of any
          State and directly issues its own commercial paper, and has
          a remaining term to maturity of not more than one (1) year;
          and

               (iv)      any money market or other investment fund the
          investments of which are limited to investments described in
          clauses (i), (ii) and (iii) above and which is managed by
          (A) a commercial bank that is organized under the laws of
          any State or any national banking association and that has
          total assets of at least $1,000,000,000 or (B) an investment
          bank that is organized under the laws of any State and that
          has total assets of at least $1,000,000,000.

    9.     Release of Liens.  Upon the replacement or substitution
of any Vehicle or Part, or the making of a  Casualty
Deposit in connection with a Complete Casualty to a Vehicle,
in  each  case in compliance with the applicable  provisions
hereof,  such  Vehicle or Part shall be  released  from  the
security interest created hereunder.

          10.    Event of Default.  The occurrence of any of the
following shall constitute an "Event of Default" under  this
Agreement:

          a    )    The Grantor shall fail to make payment of any
     amount due hereunder, including any payment required to be
     made into the Deposit Fund, and such failure shall continue
     for three (3) Business Days;

          b    )    An "Event of Default," as defined in Section 8.1
     of  the Lease, shall have occurred and be continuing in
     respect of the Grantor, as Lessee thereunder;

          c    )    Any representation or warranty made by on or
     behalf of the Grantor hereunder shall at any time prove to
     have  been incorrect in any material respect when made,
     deemed made or reaffirmed, as the case may be; or

          d    )    The Grantor shall default in the performance or
     observation of any term, covenant, condition or agreement to
     be performed or observed by it under this Agreement (not
     constituting an Event of Default under any of the foregoing
     subsections of this Section 10) and such default  shall
     continue unremedied for a period of thirty (30) days after
     the earlier to occur of (i) written notice thereof by CNF to
     the Grantor or (ii) Actual Knowledge thereof by the Grantor.

          11.    Remedies.

          a    )    If the Grantor shall fail to make payment of any
     amount due hereunder, including any payment required to be
     made into the Deposit Fund, and such failure shall continue
     for  three (3) Business Days, then CNF may exercise  in
     respect  of  the Collateral, in addition to rights  and
     remedies provided for herein or otherwise available to it,
     all the rights and remedies of a secured party on default
     under the Uniform Commercial Code in effect in the State of
     California at that time (the "Code") (whether or not the
     Code applies to the affected Collateral), and also may (i)
     require the Grantor to, and the Grantor hereby agrees that
     it will at its expense and upon request of CNF forthwith,
     assemble all or part of the Collateral as directed by CNF
     and make it available to CNF at a place to be designated by
     CNF which is reasonably convenient to both parties, (ii)
     without notice except as specified below, sell the  Col
     lateral or any part thereof in one or more parcels at public
     or private sale, at any of CNF's offices or elsewhere, for
     cash, on credit or for future delivery, and upon such other
     terms as CNF may deem commercially reasonable, including
     public sales to CNF or one or more of its designees and
     (iii) enter upon the premises where any Vehicle may be and
     either  remove such Vehicle, with any damage to the  im
     provements on such premises to be borne by the Grantor (ex
     cept  to  the extent such damage is due to the  willful
     misconduct or gross negligence of CNF or its representa
     tives), or take possession of such Vehicle.  The Grantor
     agrees that, to the extent notice of sale shall be required
     by law, at least ten (10) days' notice to the Grantor of the
     time and place of any public sale or the time after which
     any private sale is to be made shall constitute reasonable
     notification.  CNF shall not be obligated to make any sale
     of  Collateral regardless of notice of sale having been
     given.  CNF may adjourn any public or private sale from time
     to time by announcement at the time and place fixed there
     for, and such sale may, without further notice, be made at
     the  time and place to which it was so adjourned.   The
     Grantor acknowledges that sales for cash or on credit to a
     wholesaler, retailer or user of Collateral, at a public or
     private sale, are in each case commercially reasonable.

          b    )    Any cash held by CNF as Collateral and all cash
     proceeds  received by CNF in respect of  any  sale  of,
     collection from, or other realization upon all or any part
     of the Collateral may, in the discretion of CNF, be held by
     CNF as collateral for, and/or then or at any time thereafter
     be applied in whole or in part by CNF against, all or any
     part of the Secured Obligations in such order as CNF shall
     elect.  As soon as practicable after the Termination Date,
     any  surplus of such cash or cash proceeds held by  CNF
     remaining  after  payment in full of  all  the  Secured
     Obligations shall be paid over to the Grantor or to whomsoev
     er may be lawfully entitled to receive such surplus.

          c    )    If the Grantor fails to perform any agreement
     contained herein, CNF may itself perform, or cause perfor
     mance of, such agreement, and the expenses of CNF incurred
     in connection therewith shall be payable by the Grantor in
     accordance with Section 13(a) hereof.

          d    )    The Grantor hereby irrevocably appoints CNF as the
     Grantor's attorney-in-fact, with full authority in the place
     and stead of the Grantor and in the name of the Grantor or
     otherwise, from time to time in CNF's discretion, upon the
     occurrence  and during the continuance of an  Event  of
     Default,  to take any action (including any action  the
     Grantor is entitled to take) and to execute any instrument
     which CNF may deem necessary or advisable to accomplish the
     purposes of this Agreement, including, without limitation:

               (i)       to ask, demand, collect, sue for, recover,
          compromise, receive and give acquittance and receipts for
          money due and to become due under or in connection with the
          Collateral;

               (ii)      to receive, endorse and collect any drafts or
          other instruments, documents and chattel paper in connection
          with the foregoing clause (i);

               (iii)          to file any claim or take any action or
          institute any proceedings which CNF may deem to be necessary
          or advisable for the collection thereof or to enforce
          compliance with the terms and conditions of any Collateral;
          and

               (iv)      to perform any affirmative obligations of the
          Grantor hereunder.

     The  Grantor hereby acknowledges, consents  and  agrees
     that  the  power of attorney granted pursuant  to  this
     Section  11(d)  is  irrevocable  and  coupled  with  an
     interest.

          e    )    Upon the occurrence of any Event of Default, CNF
     may  proceed directly against the Grantor to secure any
     remedy, either equitable or for the payment of moneys due,
     without resorting to any right or remedy CNF may have with
     respect to the Collateral.  The rights and remedies of CNF
     hereunder are cumulative and are not exclusive of any rights
     or remedies provided by law or in any other contract between
     the Grantor and CNF.

 12.    CNF's Duties.  The powers conferred on CNF hereunder
are  solely  to  protect its interest in the Collateral  and
shall  not  impose  any duty upon it to  exercise  any  such
powers.   Except for the safe custody of any  Collateral  in
its  possession  and  the  accounting  for  moneys  actually
received by it hereunder, CNF shall have no duty as  to  any
Collateral  or  as to the taking of any necessary  steps  to
preserve  rights against prior parties or any  other  rights
pertaining to any Collateral.  CNF shall be deemed  to  have
exercised reasonable care in the custody and preservation of
any  Collateral  in  its possession if  such  Collateral  is
accorded  treatment substantially equal to  that  which  CNF
accords its own property.

          13.    Expenses.

          a    )    The Grantor shall, upon written demand, pay to CNF
     the amount of any and all reasonable expenses, including the
     reasonable fees and expenses of its counsel and of  any
     experts and agents, which CNF may incur in connection with:
     (i) the administration of this Agreement, (ii) the custody,
     preservation,  use or operation of,  or  the  sale  of,
     collection from, or other realization upon, any of  the
     Collateral, (iii) the exercise or enforcement of any of the
     rights of CNF hereunder or (iv) the failure by the Grantor
     to perform or observe any of the provisions hereof.  Unless
     paid on the date of such demand, such amounts shall accrue
     interest  at the Default Rate from the date payment  is
     demanded by CNF to and including the date payment in full is
     received by CNF.

          b    )    In the event that the Agent exercises its right to
     terminate the Lease pursuant to Section 8.2 thereof as a
     result of, in connection with or arising from the failure of
     the Grantor to perform the Grantor Leaseback Obligations,
     the Grantor shall pay to CNF, upon written demand, an amount
     of money equal to the sum of:

                (i) the product of (A) $160.07 and  (B)
          the  number of days, if any, between the date
          on  which  the Agent so terminates the  Lease
          and December 15, 1999; and

                (ii) the product of (A) $42.59 and
          (B)  the number of days between the date
          on  which  the  Agent so terminates  the
          Lease and December 15, 2000.

     The factors set forth in clauses (i) and (ii) above are
     based upon the following facts which CNF represents and
     warrants to be accurate:

                (X)  the cost of establishing the Lease
          was  $525,000, consisting of $390,000 in fees
          paid  to  the Agent, $125,000 in  legal  fees
          paid  to  Mayer,  Brown &  Platt,  $6,000  in
          appraisal fees and $4,000 in legal fees  paid
          to Morrison & Foerster; and

               (Y) the initial Lease value of the Group
          A  Vehicles  (i.e., tractors) leased  to  the
          Grantor was $15,926,163.96, the initial Lease
          value of the Group A Vehicles leased to  Con-
          Way  was $33,401,756.47 and the initial Lease
          value   of   the  Group  B  Vehicles   (i.e.,
          trailers)     leased    to    Con-Way     was
          $10,667,985.00.

          c    )    The Grantor shall, upon written demand, pay to CNF
     the amount of any and all moneys due and payable pursuant to
     Section 14 hereof.  Unless paid on the date of such demand,
     such amounts shall accrue interest at the Default Rate from
     the date payment is demanded by CNF to and including the
     date payment in full is received by CNF.

 14.    Indemnification.  To the fullest extent permitted by
applicable  law, the Grantor waives and releases any  claims
now  or  hereafter existing against CNF on account  of,  and
shall  indemnify, reimburse and hold CNF harmless from,  any
and  all claims by third parties (including, but not limited
to,  claims relating to trademark or patent infringement and
claims  based  upon  negligence, strict liability  in  tort,
violation of laws, including, without limitation, Environmen
tal Laws, statutes, rules, codes or orders or claims arising
out of any loss or damage to any property or death or injury
to  any Person), any losses, damages or obligations owing to
third  parties, any penalties, liabilities, demands,  suits,
judgments  or  causes of action, and all  legal  proceedings
(either administrative or judicial), in each case whether or
not  CNF  is  a party thereto, and any costs or expenses  in
connection therewith (including costs incurred in connection
with  discovery)  or in connection with the  enforcement  of
this  indemnity  (including reasonable attorneys'  fees  and
expenses,  and  fees  and  expenses  of  internal   counsel,
incurred by CNF), including, in each case, matters based  on
or  arising  from  the  negligence of CNF  (subject  to  the
proviso  below),  which may be imposed on,  incurred  by  or
asserted  against  CNF  by Persons other  than  the  Grantor
(except  to  the extent arising by or through a claim  of  a
third party) in any way relating to or arising in any manner
out of:

          a    )    the registration, purchase, taking or foreclosure
     of a security interest in, ownership, delivery, condition,
     lease,  sublease, assignment, storage,  transportation,
     possession, use, operation, return or other disposition of
     any of the Vehicles, or any defect in any such Vehicle,
     arising from the material or any article used therein or
     from  the  design, testing or use thereof, or from  any
     maintenance, service, repair, overhaul or testing of any
     such  Vehicle regardless of when such defect  shall  be
     discovered, whether or not such Vehicle is in the possession
     of the Grantor and no matter where it is located; or

          b    )    this Agreement or any document or certificate
     delivered in connection therewith, the enforcement hereof or
     thereof or the consummation of the transactions contemplated
     hereby or thereby;

provided that the Grantor shall not be obligated to  indemni
fy   CNF  for  any  such  claim,  loss,  damage,  liability,
obligation, penalty, demand or suit to the extent  the  same
results  directly from (i) the willful misconduct  or  gross
negligence  of  CNF  or (ii) a disposition  by  CNF  of  any
Vehicle  following the purchase of such Vehicle by CNF  from
the Grantor in a foreclosure sale or any use or operation of
such  Vehicle following such disposition (other than use  or
operation  by  the Grantor or an Affiliate, agent  or  repre
sentative  of the Grantor); provided, however, that  nothing
in the preceding proviso shall be deemed to exclude or limit
any  claim that CNF may have under this Agreement  or  appli
cable  laws  from the Grantor for breach of  its  representa
tions,  warranties  or covenants.  The  obligations  of  the
Grantor  pursuant to this Section 14 (the "CNF Indemnities")
shall survive the termination of this Agreement.

      15.    Amendments; Etc.  No amendment or waiver of any
provision of this Agreement, and no consent to any departure
by  the  Grantor herefrom, shall in any event  be  effective
unless  the same shall be in writing and signed by CNF,  and
then  such waiver or consent shall be effective only in  the
specific  instance  and for the specific purpose  for  which
given.

          16.    Addresses for Notices.  All notices and other
communications provided for hereunder shall  be  in  writing
(including  telecopier communication) and mailed, telecopied
or delivered to it as follows:

if  to  the  Grantor,  at:
                    Consolidated  Freightways Corporation of Delaware
                    175 Linfield Drive
                    Menlo Park, California  94025
                    Attention:  General Counsel

or  if  to  CNF, at: CNF Transportation Inc.
                    3240 Hillview Avenue
                    Palo Alto, California  94304
                    Attention:  General Counsel

or,  as  to either party, at such other address as shall  be
designated  by such party in a written notice to  the  other
party.   All  such  notices and other communications  shall,
when  mailed  or telecopied, be effective when deposited  in
the mails or telecopied, respectively.

  17.    Continuing Security Interest.  This Agreement shall
create a continuing security interest in the Collateral  and
shall  (a)  remain  in  full  force  and  effect  until  the
Termination  Date,  (b)  be binding upon  the  Grantor,  its
successors and assigns and (c) inure to the benefit of,  and
be  enforceable by, CNF and its successors, transferees  and
assigns.   On  the  Termination Date, the security  interest
granted  hereby  shall  terminate  and  all  rights  to  the
Collateral  shall  revert  to the Grantor.  Thereafter,  CNF
shall, at the Grantor's expense, execute and deliver to  the
Grantor  such  documents as the Grantor shall reasonably  re
quest  to  evidence such termination.  The Termination  Date
shall  be  the later to occur of (i) the date on  which  the
Secured  Obligations  (other than the  CNF  Indemnities  and
other  than  Reimbursement Amounts in respect  of  Surviving
Indemnities (as hereinafter defined) which are not then  due
and  payable), if any, have been paid in full and  (ii)  the
date  on which CNF receives a certification from BALCO  that
(A)  the Grantor Leaseback Obligations (other than Surviving
Indemnities, if any) have been indefeasibly paid in full  in
cash  and  (B) all the agreements of the Grantor  under  the
Guarantee,  the Lease, the Participation Agreement  and  the
other  Operative Documents (other than the agreement to  pay
Surviving  Indemnities) have been duly performed.  Surviving
Indemnity  means  any Grantor Leaseback  Obligation  in  the
nature  of  an indemnity or hold harmless by the Grantor  in
favor  of  BALCO or any Lessor arising under or pursuant  to
any  Operative  Document  which by its  terms  survives  the
termination  of the Operative Documents and the  payment  of
all  Grantor Leaseback Obligations, other than those in  the
nature of an indemnity or hold harmless, due thereunder.

  18.    Governing Law; Terms.  This Agreement shall be gov
erned  by and construed in accordance with the laws  of  the
State  of California, except to the extent that the validity
or   perfection  of  the  security  interest  hereunder,  or
remedies  hereunder, in respect of any particular Collateral
are  governed by the laws of a jurisdiction other  than  the
State of California.  Unless otherwise defined herein, terms
used  in  Division 9 of the Code are used herein as  therein
defined.

19.    JURY TRIAL.  THE GRANTOR AND CNF (BY THEIR ACCEPTANCE
OF  THIS  AGREEMENT  AND THE BENEFITS HEREUNDER)  WAIVE  ANY
RIGHT  TO  A  TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, AND AGREE
THAT  ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE  A
COURT AND NOT BEFORE A JURY.
           IN  WITNESS WHEREOF, the Grantor has caused  this
Agreement to be executed and delivered by its officer  there
unto duly authorized as of the date first above written.


CONSOLIDATED FREIGHTWAYS
                              CORPORATION OF DELAWARE



                         By:    /s/David F. Morrison
                         Name:  David F. Morrison
                         Title: Executive Vice President and
                                  Chief Financial Officer