Exhibit 10.07

                      SERVICES AGREEMENT

     THIS SERVICES AGREEMENT (the "Agreement") is made
effective as of May 28, 2002, by and between CONSOLIDATED
FREIGHTWAYS CORPORATION AND CONSOLIDATED FREIGHTWAYS
CORPORATION OF DELAWARE, Delaware corporations (herein,
together with any successor corporations, the "Company"), and
BRINCKO ASSOCIATES, INC., a California corporation ("Brincko
Associates"), and JOHN P. BRINCKO, an individual ("Brincko"),
with respect to the following facts and circumstances:

                           RECITALS

     Company desires to retain Brincko Associates to provide
the Company with restructuring and other advisory services and
to retain Brincko as President and Chief Executive Officer of
Company and as a member of the Company's Board of Directors on
the terms and conditions set forth herein.  Brincko and
Brincko Associates desire to be retained by Company in such
capacities, on the terms and conditions and for the
consideration set forth below.

     NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements set forth herein, the parties hereto
agree as follows:

                           ARTICLE 1

                      ENGAGEMENT AND TERM

     1.1  Engagement.  Company agrees to engage Brincko in the
capacity as President and Chief Executive Officer of the
Company, and Brincko hereby accepts such engagement by Company
upon the terms and conditions specified below.  The Company
further agrees to cause Brincko to be elected as a Director of
the Board of Directors, and Brincko agrees to serve in such
capacity without additional compensation.

1.2  Term.  The term of this Agreement (the "Term") shall
commence on the date hereof and shall continue in force until
the later of:  (a) the first anniversary of the date hereof;
or (b) six months after either party gives the other written
notice of intention to terminate this agreement at the then
expiration date of the Term, unless earlier terminated under
Article 6 below.
                           ARTICLE 2

                       DUTIES OF BRINCKO

     2.1  Duties.  Brincko shall perform all the duties and
obligations generally associated with the positions of
President and Chief Executive Officer, subject to the control
and supervision of the Board of Directors.  Brincko shall
report to the Chairman of the Board of Directors, if a person
other than Brincko occupies such position.  Brincko shall be
the most senior officer of the Company and shall have all of
the powers associated with a chief executive officer,
including the power to hire or fire subordinate officers of
the Company or its subsidiaries.  Without limiting the
generality of the foregoing, Brincko may cause the Company to
retain executives of Brincko Associates to serve as officers
of or consultants to the Company or to perform services for
the Company.  The Company agrees that if Steve Sokol ("Sokol")
serves as chief financial officer of the Company, the fee for
his services will be $45,000 per month.  The hourly rate of
Brincko Associates' personnel performing part time services
will range from $150-$395 depending on the experience and
expertise of the individual.  Brincko shall perform the
services contemplated herein faithfully, diligently, to the
best of his ability and in the best interests of Company.  The
Company acknowledges and agrees that Brincko shall continue as
Chief Executive Officer of Brincko Associates and may render
ongoing services to existing or new clients of Brincko
Associates as long as such services do not materially
interfere with Brincko's performance of his duties hereunder.
Brincko may participate in social, civic, charitable,
religious, business, educational or professional associations
and serve on the boards of directors of companies so long as
such participation does not materially interfere with the
duties and obligations of Brincko hereunder.  This Section
shall not be construed to prevent Brincko from making passive
outside investments so long as such investments do not require
material time of Brincko or otherwise interfere with the
performance of Brincko's duties and obligations hereunder.

2.2  Location of Services.  Brincko shall perform his services
at Company headquarters in Vancouver, Washington, at the
offices of Brincko Associates and at such other locations as
Brincko and the Board of Directors shall agree upon.  Brincko
understands he will be required to travel to Company's various
operations as part of his employment.
                           ARTICLE 3

                         COMPENSATION

     3.1  Brincko Retainer.  In consideration for Brincko's
services hereunder, Company shall pay Brincko Associates a
monthly retainer of $100,000.  Brincko Associates shall render
invoices for Brincko's services and for those of other
personnel providing services to the Company twice a month and
the Company agrees to pay all such invoices promptly upon
submission.  A prorated first month's payment shall be made
concurrently with the execution of this Agreement.  In
addition, concurrently with the execution of this Agreement,
the Company shall pay Brincko Associates $100,000 as an
evergreen retainer (the "Retainer") deposit against the
payments required to be paid hereunder.  Should Sokol become
Chief Financial Officer of the Company, the Retainer shall be
increased to $145,000.  Such deposit shall be returned to the
Company upon termination of this Agreement and payment to
Brincko Associates and Brincko of all amounts owed to them
hereunder.  Brincko Associates may offset any amounts owed it
or Brincko against the Retainer amount.

3.2  Bonus.  Brincko Associates shall be considered for a
bonus with respect to each year (or partial year) during which
services are performed under this Agreement, the amount and
timing of such bonuses to be determined by the Board of
Directors in its discretion after consultation with Brincko.
All bonuses shall be paid within sixty (60) days after the end
of the Company's fiscal year or, if the engagement is
terminated prior to the end of a fiscal year, within sixty
(60) days after the date of such termination.
3.3  Stock Options.  As an additional element of payment to
Brincko Associates, in consideration of the services to be
rendered hereunder, Company shall consider the grant to
Brincko (and Sokol, if he is Chief Financial Officer) of
options to purchase shares of Company's common stock at an
exercise price equal to the fair market value of such stock on
the date of grant.  The timing and amount of any such grant
shall be at the discretion of the Company's Board of Directors
after consultation with Brincko.
                           ARTICLE 4

                       BRINCKO BENEFITS

     4.1  Vacation.  In accordance with the general policies of
Company applicable generally to other senior Executives of the
Company pursuant to Company's personnel policies from time to
time, Brincko (and Sokol if he should become Chief Financial
Officer) shall be entitled to four weeks vacation each
calendar year, without reduction in compensation.

4.2  Benefits.  Brincko (and Sokol if he should become Chief
Financial Officer) and their spouses shall be provided with
annual executive physical examinations at the Company's
expense.
4.3  Indemnification.  Brincko and Brincko Associates (and its
officers, directors and employees) shall be indemnified by the
Company (including the advancement of expenses from the
Company) to the fullest extent permitted by applicable law,
which indemnification and expense advancement shall continue
after the termination of this Agreement for such period as may
be necessary to continue to fully indemnify Brincko and
Brincko Associates (and its officers, directors and employees)
for their acts during the term hereof.  The Company shall
cause Brincko and any principal or employee of Brincko
Associates who serves as an officer or director of the Company
or its subsidiaries to be covered by the current policies of
directors and officers liability insurance covering directors
and officers of the Company, copies of which have been
provided to Brincko, in accordance with their terms, to the
maximum extent of the coverage available for any director or
officer of the Company.  The Company shall at all times
maintain policies of directors and officers liability
insurance (including expense advancement) covering directors
and officers of the Company in the amount of not less than $25
million throughout the term of Brincko's engagement with the
Company and for such period thereafter as may be necessary to
continue to cover acts of Brincko during the term of his
employment (provided that the Company may substitute for the
current policies, or allow to be substituted therefor,
policies of at least the same coverage and amounts containing
terms and conditions which are, in the aggregate, no less
advantageous to the insured in any material respect).
                           ARTICLE 5

                  REIMBURSEMENT FOR EXPENSES

     5.1  Brincko (and Sokol if he is Chief Financial Officer) and
Brincko Associates shall be reimbursed by Company for all
ordinary and necessary expenses (including without limitation
first class travel for Brincko and, with respect to trips of
more than 5 hours in duration, for other employees of Brincko
Associates as well, and accommodations, meals, automobile,
communications, office expenses, legal expenses, faxes,
photocopying, etc.) incurred by Brincko or other employees of
Brincko Associates in the performance of their duties or
otherwise in furtherance of the business of Company.
Brincko and such other personnel shall keep accurate and
complete records of all such expenses, including but not
limited to, proof of payment and purpose.  For its
convenience, the Company shall pay the cost of appropriate
separate apartment accommodations for Brincko and for other
Brincko Associates personnel in the Vancouver, Washington, or
Portland, Oregon, areas (at Brincko's election) and all
related expenses, including any federal and state income tax
liability incurred by Brincko Associates with respect to such
payments or reimbursements from the Company.  The Company
shall provide Brincko (and Sokol if he is Chief Financial
Officer) with use of a full size car while in Washington and
shall pay all expenses and insurance relating thereto.  Should
Brincko (and Sokol if he is Chief Financial Officer) stay in
Vancouver during weekends or vacation periods, the Company
will reimburse him for travel expenses for his family to join
him for a reasonable number of times.

                           ARTICLE 6

                          TERMINATION

     6.1  Termination for Cause.  Without limiting the generality
of Section 6.2, the Company shall have the right to terminate
Brincko's and Brincko Associates' engagement without further
obligation or liability to either of them except as provided
herein upon the occurrence of any one or more of the following
events, which events shall be deemed termination for cause.

          6.1.1     Failure to Perform Duties.  If Brincko continually
neglects to perform the material duties of his engagement
under this Agreement in a professional and businesslike manner
after having received written notice specifying such failure
to perform with particularity and after having had a
reasonable opportunity (not less than fifteen (15) days) to
perform.

6.1.2     Willful Breach.  If Brincko willfully commits a
material breach of this Agreement or a material willful breach
of his fiduciary duty to the Company.
6.1.3     Wrongful Acts.  If Brincko is convicted of a felony
involving acts of moral turpitude or commits fraud,
embezzlement or other acts of material misconduct against the
Company that would make the continuance of his engagement by
the Company materially detrimental to the Company.
     6.2  Termination Without Cause.  Notwithstanding anything to
the contrary herein, the Company shall have the right to
terminate Brincko's engagement under this Agreement at any
time without cause by giving written notice of such
termination to Brincko.

6.3  Termination by Brincko for Good Reason.  Brincko may
terminate his employment under this Agreement on thirty (30)
days prior notice to the Company for good reason.  For
purposes of this Agreement, "good reason" shall mean and be
limited to (a) a material breach of this Agreement by the
Company (including without limitation any material reduction
in the authority or duties of Brincko) or failure to pay the
invoices of Brincko Associates within ten (10) days of
submission, and the failure of the Company to remedy any such
breach within ten (10) days after written notice (or as soon
thereafter as practicable so long as it commences effectuation
of such remedy within such time period and diligently pursues
such remedy to completion as soon as practicable); or (b) a
bankruptcy filing by or against the Company and failure by the
Bankruptcy Court to approve this Agreement within sixty (60)
days of such filing.
6.4  Effectiveness on Notice.  Any termination under this
Section 6 shall be effective upon receipt of written notice by
Brincko or the Company, as the case may be, of such
termination or upon such other later date as may be provided
herein or specified by the Company or Brincko in the notice
(the "Termination Date"), except as otherwise provided in this
Section 6.
6.5  Effect of Termination.
          6.5.1     Payment of Compensation and Expenses Upon
Termination.  If the Term of this Agreement is terminated, all
benefits provided to Brincko by the Company hereunder shall
thereupon cease and the Company shall pay or cause to be paid
to Brincko and Brincko Associates all accrued but unpaid
compensation and vacation benefits.   In addition, promptly
upon submission by Brincko and Brincko Associates of their
unpaid expenses incurred prior to the Termination Date and
owing to Brincko or Brincko Associates pursuant to Article 5,
reimbursement for such expenses shall be made.  If the Term of
the Agreement is terminated for "cause," Brincko shall not be
entitled to receive any payments other than as specified in
this Section 6.5.1, provided that Brincko, Sokol and Brincko
Associates may continue to exercise any options held by them.

6.5.2     Termination Without Cause or Termination by Brincko
for Good Reason.  If the Company terminates Brincko without
cause or Brincko or Brincko Associates terminates for good
reason, Brincko Associates shall be entitled to receive an
amount equal to six times the Retainer amount (the "Severance
Benefit"), payable in a lump sum.
     The Company agrees that Brincko and Brincko Associates
have been unable to pursue alternative, profitable
opportunities in order to take on this engagement and that
they would suffer substantial financial damage if Brincko or
the Company were to exercise their respective rights of
termination hereunder and that the amount of such damages
would be difficult if not impossible to calculate accurately.
Accordingly, the parties agree that the amount established
hereunder are liquidated damages reasonable under the
circumstances at the time of execution of this Agreement.

     6.6  Exercisability of Options.  As provided in the stock
option agreements, all options will terminate on the earlier
of (a) the expiration of the ten (10) year term of such
options, or (b) three (3) years after the termination of
Brincko's engagement with the Company, regardless of the cause
of such termination, except that, in the event of a
termination for "Cause," other than as provided in Section
6.1.3, all options will terminate on the earlier of (I) the
expiration of the ten (10) year term of such options, or (II)
one year after the termination.  Upon termination under
Section 6.1.3, all options shall terminate immediately.

                           ARTICLE 7

                        CONFIDENTIALITY

     7.1  Nondisclosure of Confidential Material.  In the
performance of their duties, Brincko and Brincko Associates
may have access to confidential records, including, but not
limited to, development, marketing, organizational, financial,
managerial, administrative and sales information, data,
specifications and processes presently owned or at any time
hereafter developed or used by Company or its agents or
consultants that is not otherwise part of the public domain
(collectively, the "Confidential Material").  All such
Confidential Material is considered secret and is disclosed to
Brincko and Brincko Associates in confidence.  Brincko and
Brincko Associates acknowledge that the Confidential Material
constitutes proprietary information of Company which draws
independent economic value, actual or potential, from not
being generally known to the public or to other persons who
could obtain economic value from its disclosure or use, and
that Company has taken efforts reasonable under the
circumstances, of which this Section 7.1 is an example, to
maintain its secrecy.  Except in the performance of their
duties to Company or as required by a court order, Brincko and
Brincko Associates shall not, directly or indirectly for any
reason whatsoever, disclose, divulge, communicate, use or
otherwise disclose any such Confidential Material, unless such
Confidential Material ceases to be confidential because it has
become part of the public domain (not due to a breach by
Brincko and Brincko Associates of their obligations
hereunder).  Brincko and Brincko Associates shall also take
all reasonable actions appropriate to maintain the secrecy of
all Confidential Information.  All records, lists, memoranda,
correspondence, reports, manuals, files, drawings, documents,
equipment, and other tangible items (including computer
software), wherever located, incorporating the Confidential
Material, which Brincko and Brincko Associates shall prepare,
use or encounter, shall be and remain Company's sole and
exclusive property and shall be included in the Confidential
Material.  Upon termination of this Agreement, or whenever
requested by Company, Brincko and Brincko Associates shall
promptly deliver to Company any and all of the Confidential
Material, not previously delivered to Company, that is in the
possession or under the control of Brincko or Brincko
Associates .

7.2  Assignment of Intellectual Property Rights.  Any ideas,
processes, know-how, copyrightable works, maskworks, trade or
service marks, trade secrets, inventions, developments,
discoveries, improvements and other matters that may be
protected by intellectual property rights, that relate to
Company's business and are the results of Brincko's efforts or
Brincko Associates' efforts during the Term (collectively, the
"Brincko Work Product"), whether conceived or developed alone
or with others, and whether or not conceived during the
regular working hours of Company, shall be deemed works made
for hire and are the property of Company.  In the event that
for whatever reason such Brincko Work Product shall not be
deemed a work made for hire, Brincko and Brincko Associates
agree that such Brincko Work Product shall become the sole and
exclusive property of Company, and Brincko and Brincko
Associates hereby assign to Company their entire right, title
and interest in and to each and every patent, copyright, trade
or service mark (including any attendant goodwill), trade
secret or other intellectual property right embodied in
Brincko Work Product.  Company shall also have the right, in
its sole discretion to keep any and all of Brincko Work
Product as Company's Confidential Material.  The foregoing
work made for hire and assignment provisions are and shall be
in consideration of this agreement of employment by Company,
and no further consideration is or shall be provided to
Brincko or Brincko Associates by Company with respect to these
provisions.  Brincko and Brincko Associates agree to execute
any assignment documents Company may require confirming
Company's ownership of any of Brincko Work Product.  Brincko
and Brincko Associates also waive any and all moral rights
with respect to any such works, including without limitation
any and all rights of identification of authorship and/or
rights of approval, restriction or limitation on use or
subsequent modifications.  Brincko and Brincko Associates
promptly will disclose to Company any Brincko Work Product.
7.3  No Unfair Competition After Termination of Agreement.
Brincko and Brincko Associates hereby acknowledge that the
sale or unauthorized use or disclosure of any of Company's
Confidential Material obtained by Brincko or Brincko
Associates by any means whatsoever, at any time before, during
or after the Term shall constitute unfair competition.
Brincko and Brincko Associates shall not engage in any unfair
competition with Company either during the Term or at any time
thereafter.
7.4  Remedies for Breach.  Brincko and Brincko Associates
agree that money damages will not be a sufficient remedy for
any breach of the obligations under this Article 7 and that
the Company shall be entitled to injunctive relief and to
specific performance as remedies for any such breach.  Brincko
and Brincko Associates agree that  the Company shall be
entitled to such relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions,
without the necessity of proving actual damages and without
the necessity of posting a bond or making any undertaking in
connection therewith.  Any such requirement of a bond or
undertaking is hereby waived by Brincko and Brincko Associates
and Brincko and Brincko Associates acknowledge that in the
absence of such a waiver, a bond or undertaking might
otherwise be required by the court.  Such remedies shall not
be deemed to be the exclusive remedies for any breach of the
obligations in this Article 7, but shall be in addition to all
other remedies available at law or in equity.
                           ARTICLE 8

                          ARBITRATION

     8.1  General.  Except for a claim for injunctive relief under
Section 7.4, any controversy, dispute, or claim between the
parties to this Agreement, including any claim arising out of,
in connection with, or in relation to the formation,
interpretation, performance or breach of this Agreement shall
be settled exclusively by arbitration, before a single
arbitrator, in accordance with this Article 8 and the then
most applicable rules of the American Arbitration Association.
Judgment upon any award rendered by the arbitrator may be
entered by any state or federal court having jurisdiction
thereof.  Such arbitration shall be administered by the
American Arbitration Association.  Arbitration shall be the
exclusive remedy for determining any such dispute, regardless
of its nature.  Notwithstanding the foregoing, either party
may in an appropriate matter apply to a court for provisional
relief, including a temporary restraining order or a
preliminary injunction, on the ground that the award to which
the applicant may be entitled in arbitration may be rendered
ineffectual without provisional relief.  Unless mutually
agreed by the parties otherwise, any arbitration shall take
place in the City of Los Angeles, California.

8.2  Selection of Arbitrator.  In the event the parties are
unable to agree upon an arbitrator, the parties shall select a
single arbitrator from a list of nine arbitrators drawn by the
parties at random from the "Independent" (or "Gold Card") list
of retired judges or, at the option of Brincko, from a list of
nine persons (which shall be retired judges or corporate or
litigation attorneys experienced in Brincko employment
agreements) provided by the office of the American Arbitration
Association having jurisdiction over Los Angeles, California.
If the parties are unable to agree upon an arbitrator from the
list so drawn, then the parties shall each strike names
alternately from the list, with the first to strike being
determined by lot.  After each party has used four strikes,
the remaining name on the list shall be the arbitrator.  If
such person is unable to serve for any reason, the parties
shall repeat this process until an arbitrator is selected.
8.3  Applicability of Arbitration; Remedial Authority.  This
agreement to resolve any disputes by binding arbitration shall
extend to claims against any parent, subsidiary or affiliate
of each party, and, when acting within such capacity, any
officer, director, stockholder, employee or agent of each
party, or of any of the above, and shall apply as well to
claims arising out of state and federal statutes and local
ordinances as well as to claims arising under the common law.
In the event of a dispute subject to this paragraph the
parties shall be entitled to reasonable discovery subject to
the discretion of the arbitrator.  The remedial authority of
the arbitrator (which shall include the right to grant
injunctive or other equitable relief) shall be the same as,
but no greater than, would be the remedial power of a court
having jurisdiction over the parties and their dispute.  The
arbitrator shall, upon an appropriate motion, dismiss any
claim without an evidentiary hearing if the party bringing the
motion establishes that he or it would be entitled to summary
judgement if the matter had been pursued in court litigation.
In the event of a conflict between the applicable rules of the
American Arbitration Association and these procedures, the
provisions of these procedures shall govern.
8.4  Fees and Costs.  Any filing or administrative fees shall
be borne initially by the party requesting arbitration.  The
Company shall be responsible for the costs and fees of the
arbitration.  Notwithstanding the foregoing, the prevailing
party in such arbitration, as determined by the arbitrator,
and in any enforcement or other court proceedings, shall be
entitled, to the extent permitted by law, to reimbursement
from the other party for all of the prevailing party's costs
(including but not limited to the arbitrator's compensation),
expenses, and attorneys' fees.
8.5  Award Final and Binding.  The arbitrator shall render an
award and written opinion, and the award shall be final and
binding upon the parties.  If any of the provisions of this
paragraph, or of this Agreement, are determined to be unlawful
or otherwise unenforceable, in whole or in part, such
determination shall not affect the validity of the remainder
of this Agreement, and this Agreement shall be reformed to the
extent necessary to carry out its provisions to the greatest
extent possible and to insure that the resolution of all
conflicts between the parties, including those arising out of
statutory claims, shall be resolved by neutral, binding
arbitration.  If a court should find that the arbitration
provisions of this Agreement are not absolutely binding, then
the parties intend any arbitration decision and award to be
fully admissible in evidence in any subsequent action, given
great weight by any finder of fact, and treated as
determinative to the maximum extent permitted by law.
                           ARTICLE 9

                         MISCELLANEOUS

     9.1  Amendments.  The provisions of this Agreement may not be
waived, altered, amended or repealed in whole or in part
except by the signed written consent of the parties sought to
be bound by such waiver, alteration, amendment or repeal.

9.2  Entire Agreement.  This Agreement constitutes the total
and complete agreement of the parties and supersedes all prior
and contemporaneous understandings and agreements heretofore
made, and there are no other representations, understandings
or agreements.
9.3  Counterparts.  This Agreement may be executed in one of
more counterparts, each of which shall be deemed and original,
but all of which shall together constitute one and the same
instrument.
9.4  Severability.  Each term, covenant, condition or
provision of this Agreement shall be viewed as separate and
distinct, and in the event that any such term, covenant,
condition or provision shall be deemed by an arbitrator or a
court of competent jurisdiction to be invalid or
unenforceable, the court or arbitrator finding such invalidity
or unenforceability shall modify or reform this Agreement to
give as much effect as possible to the terms and provisions of
this Agreement.  Any term or provision which cannot be so
modified or reformed shall be deleted and the remaining terms
and provisions shall continue in full force and effect.
9.5  Waiver or Delay.  The failure or delay on the part of
Company, Brincko or Brincko Associates to exercise any right
or remedy, power or privilege hereunder shall not operate as a
waiver thereof.  A waiver, to be effective, must be in writing
and signed by the party making the waiver.  A written waiver
of default shall not operate as a waiver of any other default
or of the same type of default on a future occasion.
9.6  Successors and Assigns.  This Agreement shall be binding
on and shall inure to the benefit of the parties to it and
their respective heirs, legal representatives, successors and
assigns, except as otherwise provided herein.
9.7  No Assignment or Transfer by Brincko.  Neither this
Agreement nor any of the rights, benefits, obligations or
duties hereunder may be assigned or transferred by Brincko.
Any purported assignment or transfer by Brincko shall be void.
9.8  Necessary Acts.  Each party to this Agreement shall
perform any further acts and execute and deliver any
additional agreements, assignments or documents that may be
reasonably necessary to carry out the provisions or to
effectuate the purpose of this Agreement.
9.9  Governing Law.  This Agreement and all subsequent
agreements between the parties shall be governed by and
interpreted, construed and enforced in accordance with the
laws of the State of California.
9.10 Notices.  All notices, requests, demands and other
communications to be given under this Agreement shall be in
writing and shall be deemed to have been duly given on the
date of service, if personally served on the party to whom
notice is to be given, or 48 hours after mailing, if mailed to
the party to whom notice is to be given by certified or
registered mail, return receipt requested, postage prepaid,
and properly addressed to the party at his address set forth
as follows or any other address that any party may designate
by written notice to the other parties:

          To Brincko and Brincko Associates:

                    John P. Brincko
                    Brincko Associates, Inc.
                    1801 Avenue of the Stars, Suite 1025
                    Los Angeles, CA 90067


          To Company:

                    Consolidated Freightways Corp.
                    Attn:  Chairman of the Board
                    16400 SE CF Way
                    Vancouver, WA 98683
                    Telephone:     360 448 4000
                    Facsimile:


     9.11 Headings and Captions.  The headings and captions used
herein are solely for the purpose of reference only and are
not to be considered as construing or interpreting the
provisions of this Agreement.

9.12 Construction.  All terms and definitions contained herein
shall be construed in such a manner that shall give effect to
the fullest extent possible to the express or implied intent
of the parties hereby.
9.13 Counsel.   Brincko and Brincko Associates have been
advised by Company that they should consider seeking the
advice of counsel in connection with the execution of this
Agreement and Brincko has had an opportunity to do so.
Brincko has read and understands this Agreement, and has
sought the advice of counsel to the extent he has determined
appropriate.  The Company shall reimburse Brincko and Brincko
Associates for the reasonable fees and expenses of their
counsel in connection with this Agreement.
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date
first written above.

JOHN P. BRINCKO                    BRINCKO ASSOCIATES, INC.


/s/John P. Brincko            /s/John P. Bricko
                              By:  John P. Brincko
                              Its: President


                              CONSOLIDATED FREIGHTWAYS
                                   CORPORATION

                              and

                              CONSOLIDATED FREIGHTWAYS
                                   CORPORATION OF DELAWARE



                              /s/Bill Walsh
                              By:  Bill Walsh
                              Its: Chairman of the Board