ASSET PURCHASE AGREEMENT

                              BY AND AMONG

         VERNON SAWYER, INC., VERNON SAWYER TRANSPORTATION, INC.
                      AND VERNON AND NANCY SAWYER 

                               AS SELLERS
                                    
                                   AND

                               KLLM, INC.

                              AS PURCHASER

                                                             
                                               





<PAGE>
                           TABLE OF CONTENTS*


1.    RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .   1
      2.1.  "Accrued Vacation Pay. . . . . . . . . . . . . . . . . .   1
      2.2.  "Assumed Liabilities . . . . . . . . . . . . . . . . . .   1
      2.3.  "Closing . . . . . . . . . . . . . . . . . . . . . . . .   1
      2.4.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
      2.5.  "Escrow Deposit" . . . . . . . . . . . . . . . . . . . .   2
      2.6.  "Excluded Assets . . . . . . . . . . . . . . . . . . . .   2
      2.7.  "ICC". . . . . . . . . . . . . . . . . . . . . . . . . .   2
      2.8.  "Non-competition Covenants". . . . . . . . . . . . . . .   2
      2.9.  "Permitted Liens . . . . . . . . . . . . . . . . . . . .   2
      2.10.       "Purchased Assets" . . . . . . . . . . . . . . . .   2
      2.11.       "Purchase Price" . . . . . . . . . . . . . . . . .   3
      2.12.  "Purchase Price Deposit". . . . . . . . . . . . . . . .   3
      2.13.       "Shareholder Real Estate". . . . . . . . . . . . .   4

3.    SALE OF PROPERTIES AND ASSETS. . . . . . . . . . . . . . . . .   4
      3.1.  General. . . . . . . . . . . . . . . . . . . . . . . . .   4
      3.2.  Receivable Repurchase. . . . . . . . . . . . . . . . . .   4

4.    PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . .   4
      4.1.  Purchase Price . . . . . . . . . . . . . . . . . . . . .   4
      4.2.  Allocation of Purchase Price . . . . . . . . . . . . . .   5
      4.3.  Payment. . . . . . . . . . . . . . . . . . . . . . . . .   5
      4.4.  Obligations Not Assumed. . . . . . . . . . . . . . . . .   6

5. CLOSING DOCUMENTS AND REQUIREMENTS; FURTHER ASSURANCES. . . . . .   6
      5.1.  Pre-Closing Responsibilities.. . . . . . . . . . . . . .   6
      5.2.  Closing Responsibilities of Seller, Parent and
            Shareholders . . . . . . . . . . . . . . . . . . . . . .   6
      5.3.  Closing Responsibilities of Purchaser. . . . . . . . . .   7
      5.4.  Further Assurances . . . . . . . . . . . . . . . . . . .   8

6.    REPRESENTATIONS AND WARRANTIES OF SELLER, PARENT
      AND SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . .   8
      6.1.  Existence and Good Standing. . . . . . . . . . . . . . .   8
      6.2.  Corporate Authority and Approvals. . . . . . . . . . . .   8
      6.3.  Ownership; Exclusivity . . . . . . . . . . . . . . . . .   8
      6.4.  Information. . . . . . . . . . . . . . . . . . . . . . .   8
      6.5.  Financial Statements . . . . . . . . . . . . . . . . . .   8
      6.6.  Litigation . . . . . . . . . . . . . . . . . . . . . . .   9
      6.7.  Tax Returns and Payments . . . . . . . . . . . . . . . .   9
      6.8.  Condition of Properties. . . . . . . . . . . . . . . . .  10
      6.9.  Title to Property; Encumbrances. . . . . . . . . . . . .  10
      6.10.       Immovable Property . . . . . . . . . . . . . . . .  10
      6.11.       Leases . . . . . . . . . . . . . . . . . . . . . .  10
      6.12.       Material Contracts . . . . . . . . . . . . . . . .  11
      6.13.       Restrictive Documents. . . . . . . . . . . . . . .  11
      6.14.       Intellectual Properties. . . . . . . . . . . . . .  12
      6.15.       Compliance with Laws . . . . . . . . . . . . . . .  12
      6.16.       Restrictive Documents. . . . . . . . . . . . . . .  12
      6.17.       Subsidiaries . . . . . . . . . . . . . . . . . . .  12
      6.18.       Inventory. . . . . . . . . . . . . . . . . . . . .  12
      6.19.       Employment Relations . . . . . . . . . . . . . . .  12
      6.20.       Employee Benefit Plans . . . . . . . . . . . . . .  13
      6.21.       Environmental Laws and Regulations . . . . . . . .  14
      6.22.       Interest in Customers, Suppliers . . . . . . . . .  15
      6.23.       Insurance. . . . . . . . . . . . . . . . . . . . .  15
      6.24.       Operating Rights . . . . . . . . . . . . . . . . .  15
      6.25.       Broker's or Finder's Fee . . . . . . . . . . . . .  15

7.    REPRESENTATIONS AND WARRANTIES OF PURCHASER. . . . . . . . . .  16
      7.1.  Existence and Good Standing of Purchaser;
            Power and Authority. . . . . . . . . . . . . . . . . . .  16
      7.2.  Corporate Authority and  Approvals . . . . . . . . . . .  16
      7.3.  Restrictive Documents. . . . . . . . . . . . . . . . . .  16
      7.4.  Information. . . . . . . . . . . . . . . . . . . . . . .  16
      7.5.  Litigation . . . . . . . . . . . . . . . . . . . . . . .  16
      7.6.  Broker's or Finder's Fee . . . . . . . . . . . . . . . .  16

8.    USE OF TRANSFERRED ASSETS BY PURCHASER PENDING
CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
      8.1.  Management Period. . . . . . . . . . . . . . . . . . . .  17
      8.2.  Manage . . . . . . . . . . . . . . . . . . . . . . . . .  17
      8.3.  No Liens, Dispositions . . . . . . . . . . . . . . . . .  18
      8.4.  Consideration. . . . . . . . . . . . . . . . . . . . . .  18
      8.5.  Irrevocability . . . . . . . . . . . . . . . . . . . . .  18
      8.6.  Liabilities. . . . . . . . . . . . . . . . . . . . . . .  19
      8.7.  Termination of Management Period . . . . . . . . . . . .  19

9.    COVENANTS OF SELLER, PARENT AND SHAREHOLDERS . . . . . . . . .  19
      9.1.  Cooperation. . . . . . . . . . . . . . . . . . . . . . .  19
      9.2.  Ordinary Course of Business. . . . . . . . . . . . . . .  19
      9.3.  Environmental. . . . . . . . . . . . . . . . . . . . . .  19
      9.4.  Dispositions and Encumbrances on Purchased
            Assets . . . . . . . . . . . . . . . . . . . . . . . . .  20

10.   COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . .  20
      10.1. Cooperation. . . . . . . . . . . . . . . . . . . . . . .  20
      10.2. Operating Authorities; Temporary Lease . . . . . . . . .  20

11.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER,
      PARENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
      11.1.       Representations and Warranties True. . . . . . . .  21
      11.2.       Performance of Purchaser . . . . . . . . . . . . .  21

12.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
      PURCHASER. . . . . . . . . . . . . . . . . . . . . . . . . . .  21
      12.1.       Representations and Warranties True. . . . . . . .  21
      12.2.       Performance of Seller. . . . . . . . . . . . . . .  21
      12.3.       Environmental. . . . . . . . . . . . . . . . . . .  21
      12.4.       Survey . . . . . . . . . . . . . . . . . . . . . .  22
      12.5.       Title. . . . . . . . . . . . . . . . . . . . . . .  22

13.   WORKER'S COMPENSATION MATTERS. . . . . . . . . . . . . . . . .  23

14.   NON-COMPETITION COVENANTS.   . . . . . . . . . . . . . . . . .  23
      14.1.  Recitals. . . . . . . . . . . . . . . . . . . . . . . .  23
      14.2.  Protective Covenants. . . . . . . . . . . . . . . . . .  23
      14.3.       Exception. . . . . . . . . . . . . . . . . . . . .  25

15.   SURVIVAL OF COVENANTS, REPRESENTATIONS AND
      WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . .  25

16.   INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .  25
      16.1.       Indemnification by Seller. . . . . . . . . . . . .  25
      16.2.       Indemnification by Purchaser . . . . . . . . . . .  25
      16.3.       Indemnification Procedure. . . . . . . . . . . . .  26

17.   EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

18.   DESTRUCTION OR CONDEMNATION OF PROPERTY. . . . . . . . . . . .  26
      18.1.       Damage or Destruction. . . . . . . . . . . . . . .  27
      18.2.       Condemnation . . . . . . . . . . . . . . . . . . .  27

19.   TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . .  27
      19.1.  By Mutual Consent or Other Action . . . . . . . . . . .  27
      19.2.  By Seller . . . . . . . . . . . . . . . . . . . . . . .  27
      19.3.  By Purchaser. . . . . . . . . . . . . . . . . . . . . .  27
                  19.4.  Effect. . . . . . . . . . . . . . . . . . .  27

20.   MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . .  27
      20.1.       Notice . . . . . . . . . . . . . . . . . . . . . .  27
      20.2.       Addresses. . . . . . . . . . . . . . . . . . . . .  28
      20.3.       Gender . . . . . . . . . . . . . . . . . . . . . .  29
      20.4.       No Waiver. . . . . . . . . . . . . . . . . . . . .  29
      20.5.       Specific Performance . . . . . . . . . . . . . . .  29
      20.6.       Cumulative Rights. . . . . . . . . . . . . . . . .  29
      20.7.       Entire Agreement . . . . . . . . . . . . . . . . .  29
      20.8.       Headings . . . . . . . . . . . . . . . . . . . . .  29
      20.9.       Interpretation; No Presumption . . . . . . . . . .  30


INDEX OF DEFINITIONS . . . . . . . . . . . . . . . . . . . .     14
<PAGE>
    
                            EXHIBITS 

      A - Escrow Agreement

      B - Purchase Price Deposit Escrow Agreement

      C - Bill of Sale

      D - Cash Deed of Shareholders

      E - Employment Agreement for Vernon G. Sawyer

      F - Employment Agreement for Nancy Sawyer

      G - Seller's, Parent's and Shareholders' Counsel's
Opinion

      H - Operating Rights


<PAGE>
                                SCHEDULES

2.2   List of Assumed Liabilities

2.10.1 List of tractors, trailers, communication equipment,
       computers, furniture,
       fixtures and tools

2.10.2 Inventories

2.13  Shareholder Real Estate

6.6   Litigation

6.8   Condition of Properties

6.9   Permitted Liens

6.11  Leases

6.12  Material Contracts

6.14  Intellectual Property

6.20  Employee Benefit Plans

6.23  Insurance Policies

8.3   Permitted Asset Dispositions




    *       This Table of Contents is for convenience of
            reference only and does not form a part of the
            Agreement.


<PAGE>
                        ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered
into on the 1st day of May, 1995 (the "Effective Date"), by
and between VERNON SAWYER, INC., tax identification number 72-
1071773, a Louisiana corporation domiciled in Morehouse
Parish, Louisiana ("Seller"), represented herein by its duly
authorized President, Vernon G. Sawyer, VERNON SAWYER
TRANSPORTATION, INC., tax identification Number 72-1007374, a
Louisiana Corporation domiciled in Morehouse Parish, Louisiana
("Parent"), VERNON G. SAWYER, and NANCY ANN MARUS SAWYER, in
their individual capacities, individual residents of Morehouse
Parish, Louisiana (hereafter, Vernon G. Sawyer and Nancy
Sawyer may be individually referred to as a "Shareholder" or
jointly as the "Shareholders"), and KLLM, INC., tax
identification number 64-0577750, a Texas corporation
domiciled in Rankin County, Mississippi ("Purchaser"),
represented herein by its duly authorized President, Steve
Bevilaqua, who declare and agree that:

      1.    RECITALS.  For many years, Seller has engaged in the
interstate trucking business throughout the United States (the
"Business").  Seller is a wholly-owned subsidiary of Parent. 
The Business has operated facilities on property owned by the
Shareholders.  Most of the rolling stock used in the operation
of the Business is owned by Parent and leased to Seller. 
Seller and Parent desire to sell and Purchaser desires to
purchase substantially all of the assets of the Business on
the terms and conditions and for the consideration described
below.  Shareholders desire to sell and Purchaser desires to
purchase the real property and improvements thereon on which
the Business has been operating, all on the terms and
conditions and for the consideration described below.

      2.    DEFINITIONS.  As used in this Agreement, the
following terms shall have the meanings set forth below:

            2.1.  "Accrued Vacation Pay" means the sum of
$23,160.60 representing the obligation for drivers' vacation
pay as of April 30, 1995 assumed by Purchaser under Section
4.3.1.

            2.2.  "Assumed Liabilities" means Seller's notes
payable which relate to Seller's financing of its purchase of
tractors, trailers and other transportation equipment set
forth on Schedule 2.2 and Accrued Vacation Pay.

            2.3.  "Closing" shall mean the closing of the
transaction contemplated by this Agreement in the offices of
Young, Williams, Henderson & Fuselier, P.A., 2000 Deposit
Guaranty Plaza, Jackson, Mississippi, on the Closing Date
(defined below) or at such other place as may be mutually
agreed upon by the parties hereto.

            2.4.  "Closing Date" shall mean on or before June 20,
1995, or such other date and time as Seller and Purchaser may
agree.

            2.5.  "Escrow Deposit" shall mean the sum of
$250,000.00 which shall be held out of the Purchase Price at
Closing to secure Seller's obligations to repurchase
receivables and Seller's  and Shareholders' representations,
warranties and covenants set forth herein and deposited in
escrow in accordance with the terms of the Escrow Agreement in
the form and substance of Exhibit A.

            2.6.  "Excluded Assets" shall mean the following
assets and properties: 
                  2.6.1.      Seller's cash on hand on the Closing
      Date including, but not limited to, bank accounts of
      Seller and petty cash;

                  2.6.2.      Seller's receivables other than trade
      receivables;

                  2.6.3.      Seller's rights to claims for refund
      of taxes of every kind and nature whatsoever;

                  2.6.4.      Seller's corporate minutes and other
      corporate records.

            2.7.  "ICC" means the United States Interstate
Commerce Commission, or any successor agency.

            2.8.  "Non-competition Covenants" shall mean those
certain covenants of the Seller, Parent and Shareholders set
forth in Section 14 of this Agreement.

            2.9.  "Permitted Liens" shall have the meaning
ascribed to it in Section 6.9.

            2.10.       "Purchased Assets" shall mean the
Shareholder Real Estate and all right, title and interest in
and to all the properties and assets of every kind (tangible
and intangible) belonging to, owned, or otherwise held by
Seller used or associated with the Business (other than
Excluded Assets) including, but not limited to:  


            2.10.1.     tractors, trailers, communications
      equipment, computers, computer software, furniture,
      fixtures, equipment, and tools (whether owned or leased)
      as listed in Schedule 2.10.1;

            2.10.2.     Seller's inventories including, but
      not limited to, those parts, tires, fuel and supplies set
      forth on Schedule 2.10.2;

            2.10.3.     Sellers' trade receivables
      (subject to Sellers' obligation to repurchase as
      set forth in Section 3.2).

            2.10.4.     all outstanding purchase orders,
      bids, and contracts related to the Business and not yet
      filled or performed at the time of Closing;
                  
            2.10.5.     all loads in transit;
      
            2.10.6.     copies of all of Seller's books and
      records pertaining to the Business, including, but not
      limited to, all of its accounting records, financial
      statements, tax returns, customer lists (including names,
      addresses, telephone numbers, contact persons, pricing
      terms, sales records);

                  2.10.7.     vendor contracts

                  2.10.8.     all rights regarding the trademarks,
      service marks and/or trade names "VERNON SAWYER", "VERNON
      SAWYER, INC.", "VSI" and any other trademarks, service
      marks, logos and trade names used in the operation of the
      Business, and all goodwill associated therewith, for
      future use by Purchaser;

                  2.10.9.     all of Seller's sales and promotional
      literature;

                  2.10.10.    all of Seller's telephone numbers and
      post office boxes; and utility deposits;

                  2.10.11.    Seller's operating rights, permits,
      motor vehicle licenses and registrations; and

                  2.10.12.    the Non-competition Covenants.

            2.11.       "Purchase Price" shall have the meaning
ascribed to it in Section
 4.1.

            2.12.  "Purchase Price Deposit" means the sum of
$6,399,465.75 deposited by Purchaser in accordance with the
terms of the Purchase Price Deposit Escrow Agreement being
executed by the parties simultaneously herewith in the form
and substance as is attached as Exhibit B.


            2.13.       "Shareholder Real Estate" shall mean that
certain immovable property (real estate) and all improvements
and fixtures thereon located in Morehouse Parish, Louisiana,
more particularly described in Schedule 2.13.

      83.   SALE OF PROPERTIES AND ASSETS.  

            3.1.  General  At the Closing, Seller and
      Shareholders will sell, transfer, assign, convey
      and deliver to Purchaser, and Purchaser will
      purchase, accept and acquire from Seller and
      Shareholders, all of the Purchased Assets.

            3.2.  Receivable Repurchase.  Seller guarantees
      the collectability of all receivables which are
      among the Purchased Assets.  If Purchasers has not
      received full payment of any such receivable within
      sixty (60) days of its due date Seller shall
      repurchase such receivable upon the written request
      of Purchaser.  The purchase price for such
      repurchased receivable shall equal the amount of
      Purchase Price allocated to such receivable at the 
      Closing.  Closing of the repurchase shall be held
      within five (5) business days of the day Purchaser
      requests repurchase and the purchase price shall be
      paid to Purchaser in full at closing by drawing on
      the Escrow Deposit.  At the closing of any
      repurchase, Purchaser shall assign to Seller all of
      its right, title and interest in and to any
      receivable being repurchased, without warranty or
      recourse.

      4.    PURCHASE PRICE.

            4.1.  Purchase Price.  The purchase price for the
Purchased Assets (the "Purchase Price") shall be the total of
the following:

                  4.1.1.      $700,000.00 for the Shareholder Real
Estate;

                  4.1.2.      $750,000.00 for the Non-competition
Covenants;

                  4.1.3.      $214,485.09 for shop equipment, spare
      parts, tools, inventories and any other Purchased Assets
      not specifically referenced elsewhere in this Section
      4.1; subject to completed invenotry of the parties to be
      made.

                  4.1.4.      The book value of trade receivables
      as of the Closing Date, computed on a basis consistent
      with that of preceding years or periods; 

                  4.1.5.      $7,400,000.00 for tractors, trailers
      and other transportation equipment; provided, however,
      this purchase price is subject to adjustment for any
      additions or dispositions of equipment between March 30,
      1995, and the Closing Date (upon disposition, the market
      value shown opposite such equipment on Schedule 2.10.1
      shall be deducted; upon acquisition, the book value shall
      be added); and

                  4.1.6.      A portion of the net value equal to
      net revenues less accrued expenses regarding loads in
      transit as of April 30, 1995, as mutually agreed to and
      computed by Seller and Purchaser.

            4.2.  Allocation of Purchase Price.  The purchase
price shall be allocated among the categories of Purchased
Assets as shown in Section 4.1.  Allocations of Purchase Price
among Purchased Assets within categories shall be made as
determined by Purchaser in its sole discretion and in
accordance with all applicable tax laws and regulations.  At
the Closing, Purchaser, Seller and Shareholders shall execute
Forms 8594 allocating the Purchase Price as so determined and
shall use such form (without amendments other than those that
may be agreed upon in writing by all of the parties hereto) in
connection with all tax returns filed which may refer to the
transactions contemplated by this Agreement.

            4.3.  Payment.  The Purchase Price shall be paid at
Closing as follows:

                  4.3.1.      Assumption or Pay-off of Liability. 
      Purchaser shall discharge and perform when due all
      obligations, responsibilities, covenants and liabilities,
      accruing in accordance with Schedule 2.2 which arise
      under the Assumed Liabilities and are due from May 1,
      1995, until the Closing or earlier termination of this
      Agreement in accordance with its terms (subject to Seller
      remaining liable for any accrued interest with respect to
      periods prior to  May 1, 1995).  At or prior to Closing,
      Purchaser shall either: (i) assume and use its best
      efforts to cause Seller to be fully and unconditionally
      released from, the Assumed Liabilities effective upon the
      Closing and assume and indemnify Seller from Accrued
      Vacation Pay; or (ii) pay-off Assumed Liabilities other
      than Accrued Vacation Pay and assume and agree to hold
      Seller harmless from Accrued Vacation Pay.  Purchaser
      shall indemnify Seller after Closing from any of the
      Assumed Liabilities as to which releases are not
      obtainable from creditors of Seller and from Accrued
      Vacation Pay.

                  4.3.2.      Cash Payment.     The cash portion of
      the Purchase Price due at the Closing shall equal the
      Purchase Price minus:

                        4.3.2.1.    (i) the balance of the Assumed
            Liabilities as of April 30, 1995, as confirmed by
            the lenders thereof, or (ii) if lender
            confirmations of such amounts cannot be obtained
            prior to Closing, then the balance of Assumed
            Liabilities as shown on the balance sheet of Seller
            as of March 31, 1995, but subject to post-Closing
            adjustment and indemnification for any difference
            between such balance sheet amount and the actual
            amount of such liabilities as of April 30, 1995
            confirmed by lenders upon confirmation; 

                        4.3.2.2.    Accrued Vacation Pay; and

                        4.3.2.3.    The Escrow Deposit

            4.4.  Obligations Not Assumed.  Purchaser does not
assume, accept or agree to pay any indebtedness, obligations
or liabilities of Seller, Parent or Shareholders, except those
which are expressly required to be assumed, accepted or paid
by Purchaser pursuant to this Agreement.

      5. CLOSING DOCUMENTS AND REQUIREMENTS; FURTHER
ASSURANCES.

            5.1.  Pre-Closing Responsibilities.  On the
Effective Date:

                  5.1.1.  Seller, Shareholders and
            Purchaser shall execute and deliver the
            Purchase Price Deposit Escrow Agreement
            in the form and substance as is attached
            as Exhibit B.

                  5.1.2.  On the Effective Date,
            Purchaser shall deposit the Purchase
            Price Deposit pursuant to the terms of
            the Purchase Price Deposit Agreement. 
            The Purchase Price Deposit represents the
            parties' estimate of the cash portion of
            the Purchase Price that will be due at 
            Closing.  Upon its release to Seller and
            Shareholders at Closing, the Purchase
            Price Deposit, together with any interest
            earned thereon, shall be credited against
            the cash portion of the Purchase Price
            due at Closing.  This Purchase Price
            Deposit shall be refunded to Purchaser
            only if this Agreement is terminated
            pursuant to Section 19 or, if there is an
            excess of funds as compared to what is
            due at Closing, such excess shall be
            refunded.

                  5.1.3.  Purchaser shall assume its
            management responsibilities relating to
            the Business in accordance with Section 8
            of this Agreement.

            5.2.  Closing Responsibilities of Seller, Parent and
Shareholders.  At the Closing, Seller, Parent and Shareholders
shall deliver to Purchaser:

                  5.2.1.      An Escrow Agreement executed by
      Seller, Parent and Shareholders in the form and
      substance as is attached as Exhibit A.

                  5.2.2.      A bill of sale executed by Seller and
      Parent, conveying the Purchased Assets (other than real
      estate), free and clear of any liens or encumbrances
      (other than Permitted Liens), in the form and substance
      as attached as Exhibit C.

                  5.2.3.      A Cash Deed executed by Shareholders
      conveying good and marketable title to the Shareholder
      Real Estate, free and clear of any liens or encumbrances
      (other than Permitted Liens) in the form and substance as
      attached as Exhibit D.

                  5.2.4.      Such other instrument or instruments
      of transfer as shall be reasonably necessary or
      appropriate to vest in Purchaser good and marketable
      title to the Purchased Assets.

                  5.2.5.      The Employment Agreements executed by
      the Shareholders in the form and substance as are
      attached as Exhibits E and F.

                  5.2.6. An opinion of Sellers', Parent's
      and Shareholders' counsel substantially in the form
      and substance as is attached as Exhibit G.

                  5.2.7. Joint written instructions to the escrow
      agent under the Purchase Price Deposit Escrow Agreement
      to release the escrowed funds to Seller, Parent and
      Shareholders.

            5.3.  Closing Responsibilities of Purchaser.  At the
Closing, Purchaser shall deliver to Seller:

                  5.3.1.  Wire-transferred or certified
      funds in an amount which when added to the Purchase
      Price Deposit will equal the cash portion of the
      Purchase Price due at Closing.

                  5.3.2.  Employment Agreements executed by
      the Purchaser in the forms as are attached as
      Exhibits E and F.

                  5.3.3.  A Closing Escrow Agreement
      executed by Purchaser in the form and substance as
      is attached as Exhibit A.

                  5.3.4. Joint written instructions to the escrow
      agent under the Purchase Price Deposit Escrow Agreement
      to release the escrowed funds to Seller, Parent and
      Shareholders.
                  
            5.4.  Further Assurances.  Following the Closing, at
the request of Purchaser, Seller, Parent and Shareholders
shall deliver any further instruments of transfer and take all
reasonable action as may be necessary or appropriate (i) to
vest in Purchaser good and marketable title to the Purchased
Assets, free and clear of any liens or encumbrances (other
than Permitted Liens) and (ii) to transfer to Purchaser all
licenses, agreements, contract rights, accounts, premiums, and
permits necessary for the operation of the Business.

      6.    REPRESENTATIONS AND WARRANTIES OF SELLER, PARENT AND
SHAREHOLDERS.  Seller, Parent and Shareholders, jointly and
severally, represent and warrant to Purchaser as follows:

            6.1.  Existence and Good Standing.  Seller is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Louisiana.  Seller has
the power to own its properties and to carry on its business
as now being conducted.  Seller is duly qualified to do
business in and is in good standing in all jurisdictions in
which the character or the location of the properties owned or
leased by Seller or the nature of the business conducted by
Seller makes such qualification necessary.

            6.2.  Corporate Authority and Approvals.        Seller and
Parent have the corporate power and authority to make,
execute, deliver and perform this Agreement, and this
Agreement has been duly authorized and approved by all
required corporate action of Seller and Parent.  This
Agreement has been duly executed and delivered by Seller,
Parent and Shareholders and constitutes a legal, valid and
binding obligation enforceable against each of Seller, Parent
and Shareholders in accordance with its terms.

            6.3.  Ownership; Exclusivity.  No person other than
Purchaser has any right or option to acquire any ownership
rights or equity in and to the Purchased Assets.

            6.4.  Information.  None of the schedules, exhibits
or other written material required under this Agreement, or
any document referred to within this Agreement, contains, nor
will it contain, any statement which is false or misleading
with respect to any material fact, or omits, nor will it omit,
to state a material fact necessary in order to make the
statements therein not false or misleading.

            6.5.  Financial Statements.  The financial statements
of Seller that have been provided to Purchaser have been
prepared on a basis consistent with that of the preceding
years or periods and fairly represent in all material respects
the financial position of Seller and Parent and the results of
its operations as of the dates and for the periods indicated. 
Since February 28, 1995, there has been (i) no material
adverse change in the assets or liabilities, or in the
business or condition, financial or otherwise, or in the
results of operations or prospects, of the Seller and Parent,
whether as a result of any legislative or regulatory change,
revocation of any licenses or rights to do business, fire,
explosion, accident, casualty, labor trouble, flood, drought,
riot, storm, condemnation or act of God or other public force
or otherwise, and (ii) no change in the assets or liabilities,
or in the business or condition, financial or otherwise, or in
the results of operations or prospects, of the Seller and
Parent except in the ordinary course of business; and to the
best knowledge, information and belief of Seller, Parent and
Shareholders, no fact or condition exists or is contemplated
or threatened which might cause such change in the future.  

            6.6.  Litigation.  Except for those matters described
in Schedule 6.6 attached hereto, there is no action, suit,
proceeding at law or in equity, arbitration or administrative
or other proceeding by or before (or, to the best knowledge,
information and belief of Seller, Parent and Shareholders, any
investigation by) any governmental or other instrumentality or
agency, pending or, to the best knowledge, information and
belief of Seller, Parent and Shareholders, threatened, against
or affecting the Business, or any of the Purchased Assets,
which could materially and adversely affect the right or
ability of the Seller or Purchaser to carry on the Business as
now being conducted, or which could materially and adversely
affect the condition, whether financial or otherwise, or
properties of the Business; and the Seller does not know of
any valid basis for any such action, proceeding or
investigation.  Neither the Seller, Parent nor the Business is
subject to any judgment, order or decree entered in any
lawsuit or proceeding which may have a materially adverse
effect on any of their operations, business practices, or on
their ability to acquire any property or conduct business in
any area.

            6.7.  Tax Returns and Payments.  Seller and Parent
have duly filed or shall file all federal, state and local tax
returns and reports required to be filed for the period ending
as of May 31, 1994, and has, to Seller's, Parent's and
Shareholders' knowledge, duly paid or established adequate
reserves for the proper payment of all taxes and other
governmental charges upon it or its properties, assets,
income, franchises, licenses or sales for said period. Such
returns and reports reflect accurately all liability for taxes
of Seller and Parent for the periods covered thereby.  No
examination of any tax return of Seller and Parent is
currently in progress.  There are no outstanding agreements or
waivers extending the statutory period of limitation
applicable to any tax return of Seller and Parent.  All monies
required to be withheld have been withheld and either paid to
the respective governmental agencies or set aside in accounts
for such purpose, or accrued, reserved against, and entered
upon the books of Seller and Parent.  To Seller's, Parent's
and Shareholders' knowledge, there is no basis for the
assertion by any governmental agency or authority of any liens
or claims against the Purchased Assets for unpaid taxes or
other government charges.

            6.8.  Condition of Properties. Except as set forth on
Schedule 6.8, the Purchased Assets are in good repair and
condition and adequate for the ordinary course of operation of
Seller's Business as presently conducted and no person other
than Seller or Parent owns any Purchased Assets.

            6.9.  Title to Property; Encumbrances.  Seller has
good, valid and marketable title to all of its material
properties and assets (immovable and movable, tangible and
intangible) heretofore used in the operation of the Business,
in each case subject to no encumbrance, lien, charge or other
restriction of any kind or character, except for (i) liens
consisting of zoning or planning restrictions, easements,
permits and other restrictions or limitations on the use of
immovable property or irregularities in title thereto which do
not materially detract from the value of, or impair the use
of, such property by Seller and the operation of the Business;
(ii) liens described in Schedule 6.9 attached hereto; (iii)
liens securing Assumed Liabilities; and (iv) liens for current
taxes, assessments or governmental charges or levies on
property not yet due and delinquent (liens of the type
described in clauses (i) through (iv) above may be hereafter
sometimes referred to as "Permitted Liens").  Shareholders
have good, valid and marketable title to the Shareholder Real
Estate, subject to no encumbrance other than Permitted Liens.

            6.10.       Immovable Property.  Schedule 2.13
attached hereto contains an accurate and complete list of the
shareholder Real Estate (hereafter, such immovable property
may be referred to as the "Real Property"), and includes the
name of the record titleholder(s) thereof.  Shareholders have
good and marketable title in fee simple to all the Real
Property, free and clear of all encumbrances, liens, charges
or other restrictions of any kind or character, except for
Permitted Liens.  All of the buildings, structures and
appurtenances situated on the Real Property are in good
operating condition and in a state of good maintenance and
repair, are adequate and suitable for the purposes to which
they are presently being used and, with respect to each,
Seller and Shareholders have adequate rights of ingress and
egress for the operation of the Business in the ordinary
course.  None of such buildings, structures or appurtenances
(or any equipment therein), nor the operation or maintenance
thereof, violates any restrictive covenant or any provision of
any federal, state or local law, ordinance, rule or regulation
or encroaches on any property owned by others.  No
condemnation procedure is pending or, to the best knowledge,
information and belief of Seller and Shareholders, threatened,
which would preclude or impair the use of such property by
Seller or Purchaser for the purposes for which it is currently
used by the Business.

            6.11.       Leases.  Schedule 6.11 attached hereto
contains an accurate and complete list and description of the
terms of all leases to which Seller is a party (as lessee or
lessor) which relate to the Business.  Each lease set forth in
Schedule 6.11 (or required to be set forth in Schedule 6.11)
is in full force and effect; all rents and additional rents
due to date on each such lease have been paid; in each case,
the lessee has been in peaceable possession since the
commencement of the original term of such lease and is not in
default thereunder, and no waiver, indulgence or postponement
of the lessee's obligations thereunder has been granted by the
lessor, and there exists no event of default or event,
occurrence, condition or act (including the sale or transfer
of the Purchased Assets hereunder) which, with the giving of
notice, lapse of time or the happening of any further event or
condition, would become a default under such lease.  Seller
has not violated any of the terms and conditions under any
such lease in any material respect, and, to the best
knowledge, information and belief of Seller, all the covenants
to be performed by any other party under any such lease have
been fully performed.

            6.12.       Material Contracts.  Except as set forth
in Schedule 6.12 attached hereto, Seller and Parent are not
bound by (a) any agreement, contract or commitment relating to
the employment of any person by Seller relating to the
Business; (b) any management service, consulting or any other
similar type of contract relating to the Business; (c) any
agreement, contract or commitment limiting the freedom of
Seller to engage in any line of business or to compete with
any person; (d) any agreement, contract or commitment not
entered into in the ordinary course of business which involves
$5,000.00 or more and is not cancelable without penalty within
thirty (30) days; or (e) any agreement, contract or commitment
which might reasonably be expected to have a potential adverse
impact on the Business or operations of the Business.  Each
contract or agreement set forth in Schedule 6.12 (or required
to be set forth in Schedule 6.12) is in full force and effect,
and there exists no default or event of default or event,
occurrence, condition or act (including the sale or transfer
of the Purchased Assets hereunder) which, with the giving of
notice, lapse of time or the happening of any other event or
condition, would become a default or event of default
thereunder.  Seller has not violated any of the terms or
conditions of any contract or agreement set forth in Schedule
6.12 (or required to be set forth in Schedule 6.12) in any
material respect and, to the best knowledge, information and
belief of Seller, all of the covenants to be performed by any
other party thereto have been fully performed.

            6.13.       Restrictive Documents.  Other than as may
be required by the Interstate Commerce Act or equivalent state
laws, Seller and Parent are not subject to, or a party to, any
charter, bylaw, mortgage, lien, lease, license, permit,
agreement, contract, instrument, law, rule, ordinance,
regulation, order, judgment, or decree, or any other
restriction of any kind or character, which materially and
adversely affects the business practices, operations or
condition of the Business or any of Seller's, Parent's or
Shareholders' assets or properties used in the Business, or
which would prevent consummation of the transactions
contemplated by this Agreement, compliance by Seller, Parent
or Shareholders with the terms, conditions and provisions
hereof, or the continued operation of the Business after the
Commencement Date on substantially the same basis as
heretofore operated, or which would restrict the ability of
the Business to acquire any property or conduct business in
any area.

            6.14.       Intellectual Properties.  The operation of
the Business requires no rights under Intellectual Property
(defined below) other than rights under Intellectual Property
listed on Schedule 6.14 attached hereto and rights granted to
Seller pursuant to agreements listed on Schedule 6.14.  Seller
owns all right, title and interest in the Intellectual
Property listed on Schedule 6.14.  Except as set forth on
Schedule 6.14, no claim adverse to the interest of Seller and
Intellectual Property or agreements listed in Schedule 6.14
has been made in litigation.  To the best knowledge,
information and belief of Seller, no such claim has been
threatened or asserted, no basis exists for any such claim,
and no person has infringed or otherwise violated Seller's
right in any of the Intellectual Property or agreements listed
on Schedule 6.14.  Except as set forth on Schedule 6.14, no
litigation is pending wherein Seller is accused of infringing
or otherwise violating intellectual property rights of
another, or breaching a contract conveying rights under
Intellectual Property.  To the best knowledge, information and
belief of Seller, no such claim has been asserted or
threatened, nor are there any facts that would give rise to
such claim.  For purposes of this section 6.14, "Intellectual
Property" means domestic and foreign patents, patent
applications, registered and unregistered trademarks and
service marks, registered and unregistered copyrights,
computer programs, databases, trade secrets and proprietary
information.

            6.15.       Compliance with Laws.  Seller and the
Business are in compliance in all material respects with all
applicable laws, regulations, orders, judgments and decrees.

            6.16.       Restrictive Documents.  Seller and
Shareholders are not subject to any charter, bylaws, mortgage,
lien, lease agreement, instrument, order of law, rule
regulation, judgment or decree, or any other restriction of
any kind or character, which would prevent consummation of the
transactions contemplated by this Agreement.

            6.17.       Subsidiaries.      Seller is a wholly-owned
subsidiary of Parent.  Shareholders own one-hundred percent
(100% of the issued and outstanding stock of Parent.  Except
as set forth above, Seller has no subsidiaries and no entities
affiliated through common ownership or otherwise that conduct
any business related to the Business.

            6.18.       Inventory.  Seller's inventories were
acquired and have been maintained in accordance with the
regular business practice of Seller and consists of items of
a quality usable in the ordinary course of Seller's business.

            6.19.       Employment Relations.

                  6.19.1.     Seller has in place on the date of
      this Agreement ______ drivers.  Except as contemplated by
      this Agreement, there are no plans or policies which
      would give rise to any severance, termination, change-in-
      control, or other similar payment to Seller's employees
      as a result of the consummation of this Agreement;

                 Seller has taken no action in respect
      of its employees that would require notice (or if any
      action requiring notice has occurred, notice has been
      given) or create liability under the Worker Adjustment
      and Retraining Notification Act, or any state
      counterpart;

                  6.19.3.     Seller is in substantial compliance
      with all federal, state or other applicable laws,domestic or foreign, 
      respecting employment and employment practices, terms and conditions 
      of employment and wages and hours, and has not and is not engaged in 
      any unfair labor practice; 

                  6.19.4.     No unfair labor practice complaint
      against Seller is pending before the National Labor
      Relations Board; 

                  6.19.5.     There is no labor strike, disputes,
      slow down or stoppage actually pending or threatened
      against or involving Seller; 

                  6.19.6.     No representation question exists
      respecting the employees of Seller; 

                  6.19.7.     No grievance which might have an
      adverse effect upon Seller for the conduct of the
      Business exists, no arbitration proceeding arising out of
      or under any collective bargaining agreement is pending
      and no claim therefor has been asserted; 

                  6.19.8.     Seller is not a party to any
      collective bargaining agreement and no collective
      bargaining agreement is currently being negotiated by
      Seller; and

                  6.19.9.     Seller has not experienced any
      material labor difficulty during the last three (3)
      years.  There has not been, and to the best knowledge,
      information and belief of Seller there will not be, any
      material adverse change in relations with employees of
      Seller as a result of any announcement of the terms of
      this Agreement.  

            6.20.       Employee Benefit Plans.  Set forth in
Schedule 6.20 attached hereto is an accurate and complete list
of all employee benefit plans ("Employee Benefit Plans"),
within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended, and the rules and
regulations thereunder ("ERISA"), whether or not any such
Employee Benefit Plans are otherwise exempt from the
provisions of ERISA, established, maintained or contributed to
by Seller, Parent or any of their affiliates.  All Employee
Benefit Plans are in substantial compliance with ERISA. 
Neither the Seller, Parent nor any of their affiliates has
incurred any liability to the Pension Benefit Guaranty
Corporation in connection with any Employee Benefit Plan
covering any employees of Seller.  Neither Seller, Parent nor
any of their affiliates maintain any group health plan that
has not been administered and operated in all respects in
compliance with the applicable requirements of ERISA and the
Internal Revenue Code.

            6.21.       Environmental Laws and Regulations. 
Seller, Parent and Shareholders have previously made available
to Purchaser information relating to the following items:

            (a) the nature and quantities of any Hazardous
      Materials (defined below) generated, transported or
      disposed of by Seller, Parent or Shareholders during the
      past three years, together with a description and the
      location of each such activity; and

            (b)   a summary of the nature and quantities of any
      Hazardous Materials that have been disposed of or found
      at the Shareholder Real Estate or any site or facility
      owned or operated presently or any previous time by
      Seller.  Seller, Parent and Shareholders are in
      compliance in all material respects with all applicable
      federal, state and local laws and regulations relating to
      product registration, pollution control and environmental
      contamination including, but not limited to, all laws and
      regulations governing the generation, use, collection,
      discharge or disposal of Hazardous Materials and all laws
      and regulations with regard to record keeping,
      notification and reporting requirements respecting
      Hazardous Materials.  Seller, Parent or Shareholders have
      not been alleged to be in violation of, or have been
      subject to any administrative or judicial proceeding
      pursuant to such laws or regulations, either now or any
      time during the past three years.  There are no facts or
      circumstances which Seller, Parent or Shareholders
      reasonably expect could form the basis for the assertion
      of any Claim (as defined below) against Seller, Parent or
      Shareholders relating to environmental matters including,
      but not limited to, any Claim arising from past or
      present environmental practices asserted under CERCLA
      (defined below) and RCRA (defined below) or any other
      federal, state or local environmental statute, which
      Seller, Parent or Shareholders believe might have a
      material adverse effect on the business, results of
      operations, financial condition or prospects of Seller,
      Parent or Shareholder.

      For purposes of this Section 6.21, the following terms
shall have the following meanings:

            (a)   "Hazardous Materials" shall mean materials
defined as "hazardous substances", "hazardous waste", or
"solid waste" in (i) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Section 9601-9657,
and any amendments thereto ("CERCLA"), (ii) the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901-6987, and any
amendments thereto ("RCRA"), and (iii) any similar federal,
state or local environmental statute; and

            (b)   "Claim" shall mean any and all claims, demands,
causes of action, suits, proceedings, administrative
proceedings, losses, judgments, decrees, debts, damages,
liabilities, court costs, attorneys fees and any other
expenses incurred, assessed or sustained by or against Seller.

            6.22.       Interest in Customers, Suppliers.  Neither
Seller, Parent, Shareholders nor any officer, director or
shareholder of Seller or Parent possesses, directly or
indirectly, any financial interest in, or is a director,
officer or employee of, any corporation, firm, association or
business organization which is a client, supplier, customer,
lessor, lessee or competitor or potential competitor of
Seller, the Business or Purchaser.  Ownership of securities of
a company whose securities are registered under the Securities
Exchange Act of 1934 not in excess of one percent (1%) of any
class of such security shall not be deemed to be a financial
interest for purposes of this Section 6.22.

            6.23.       Insurance.        Set forth in Schedule 6.23
is a complete list of insurance policies which Seller, Parent
and Shareholders maintain with respect to the Purchased
Assets, Seller's Business, properties, or employees and the
Shareholder Real Estate.  Such policies are in full force and
effect.  Such policies, regarding their amounts and types of
coverage, are adequate to insure fully against risks to which
Seller, Parent and Shareholders are normally exposed in the
operation of the Business.  Since May 1, 1994, there has not
been any materially adverse change in the Seller's, Parent's
or Shareholders' relationship with their insurers or in the
premiums payable pursuant to such policies.

            6.24.       Operating Rights.  Seller has proper
Interstate Commerce Commission and intrastate authority to
operate the Business as it is presently being conducted and
operated, and copies of such intrastate authorities are
attached hereto as Exhibit H.  There is no action pending with
any regulatory body concerning Seller's operating authorities.

            6.25.       Broker's or Finder's Fee.  No agent,
broker, person or firm acting on behalf of Seller, Parent or
Shareholders is or will be entitled to any commission or
broker's or finder's fee from any of the parties hereto, nor
from any person controlling, controlled by, or under common
control with any of the parties hereto, in connection with any
of the transactions contemplated by this Agreement.

      7.    REPRESENTATIONS AND WARRANTIES OF PURCHASER. 
Purchaser represents and warrants to Seller, Parent and
Shareholders as follows:

            7.1.  Existence and Good Standing of Purchaser; Power
and Authority.  Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Texas.  Purchaser has the power to own its properties
and to carry on its business as now being conducted. 
Purchaser is duly qualified to do business and is in good
standing in all jurisdictions in which the character or the
location owned or leased by Purchaser or the nature of the
business conducted by Purchaser makes such qualifications
necessary.

            7.2.  Corporate Authority and  Approvals.  Purchaser
has the corporate power and authority to make, execute,
deliver and perform this Agreement and this Agreement has been
duly authorized and approved by all required corporate action
of Purchaser.  This Agreement has been duly executed and
delivered by Purchaser and constitutes a legal, valid and
binding obligation enforceable against Purchaser in accordance
with its terms.

            7.3.  Restrictive Documents.  Other than as may be
required by the Interstate Commerce Act or equivalent state
laws, Purchaser is not subject to any charter, bylaws,
mortgage, lien, lease agreement, instrument, order, law, rule
regulation, judgment or decree, or any other restriction of
any kind or character, which would prevent consummation of the
transactions contemplated by this Agreement.

            7.4.  Information.  None of the representations
contained in this Section 7 contain, nor will they contain,
any statement which is false or misleading with respect to any
material fact, or omits, nor will it omit, to state a material
fact necessary in order to make the statements therein not
false or misleading.

            7.5.  Litigation.  There is no action, suit,
proceeding at law or in equity, arbitration or administrative
or other proceeding by or before (or to the best knowledge,
information and belief of Purchaser, any investigation by) any
governmental or other instrumentality or agency, pending or,
to the best knowledge, information and belief of Purchaser,
threatened, which could materially and adversely affect the
right or ability of Purchaser to consummate the transactions
which are the subject of this Agreement.

            7.6.  Broker's or Finder's Fee.  No agent, broker,
person or firm acting on behalf of Purchaser is, or will be,
entitled to any commission or broker's or finder's fee from
any of the parties hereto, or from any person controlling or
controlled by, or under common control with, any of the
parties hereto, in connection with any of the transactions
contemplated herein.

      8.    USE OF TRANSFERRED ASSETS BY PURCHASER PENDING
CLOSING.

            8.1.  Management Period.  On and from May 1, 1995,
until the earliest of the Closing or the earlier termination
of this Agreement in accordance with its terms (the
"Management Period"), Seller shall delegate to the Purchaser
the irrevocable and exclusive right to Manage (defined below)
the Business and the Purchased Assets.  Any subsequent
agreements entered into by Purchaser on behalf of Seller
necessary to operate the Purchased Assets and the Business
shall not restrict or obligate, in any way, Seller subsequent
to the Management Period.

            8.2.  Manage.  The term "Manage" shall mean the right
and responsibility of Purchaser to:

                  8.2.1.      hold, operate, and manage in all
      respects the Purchased Assets;

                  8.2.2.      repair and maintain the Equipment
      (and inventory to the extent not used) in the same
      condition in which they were received, normal wear and
      tear excepted;

                  8.2.3.      receive and retain all revenues,
      income, earnings and profits generated by the operation
      of the Purchased Assets or by the operation of other
      rolling stock by the drivers;

                  8.2.4.      receive all benefits and discharge
      all obligations (including principal, interest and other
      amounts) due on or with respect to the Assumed
      Liabilities; 

                  8.2.5.      manage, oversee, employ and terminate
      all employees currently or during the Management Period
      employed by Seller and make such changes in duty
      assignments as Purchaser shall reasonably deem desirable;

                  8.2.6.      pay to all drivers and other
      employees of Seller utilized by Purchaser all amounts due
      and arising from services during the Management Period,
      whether in the form of wages, per diem, advances, or
      otherwise, and withhold taxes and make proper deposits;

                  8.2.7.      pay all trade payables and other
      liabilities arising during the Management Period;

                  8.2.8.      bear all risk of loss with respect to
      the Purchased Assets, with any insurance proceeds
      received by Purchaser as a result of loss or damage to
      any of the Purchased Assets being promptly delivered to
      Seller to hold as a deposit pending Closing with Seller
      refunding any such insurance proceeds to Purchaser upon
      Closing or retaining such deposit in the event the
      Closing does not occur;

                  8.2.9.      maintain, at Purchaser's expense,
      either (A) Seller's insurance coverage on the Purchased
      Assets in the amounts presently carried by Seller, and
      Seller and Purchaser shall jointly arrange for Purchaser
      to be named as an additional insured on all such
      insurance policies, or (B) obtain comparable coverages
      under Purchaser's insurance policies and arrange for
      Seller to be named as an additional insured and in either
      case all such policies shall contain a waiver of
      subrogation of any Claims that may be brought against
      Seller; and 

                  8.2.10.  take all other action necessary in
      Purchaser's reasonable discretion to manage and operate
      the Purchased Assets during the Management Period.

            8.3.  No Liens, Dispositions.       Except as provided in
Schedule 8.3, Purchaser shall not sell, assign, or otherwise
dispose of, or permit the imposition of any Lien on the
Purchased Assets during the Management Period.  Purchaser
shall not acquire any capital assets on behalf of Seller
during the Management Period.  Purchaser may acquire parts,
tires, fuel, and other Inventory and non-capital assets of a
character required for operation of the Business in the
ordinary course, consistent with Seller's prior practices.

            8.4.  Consideration.    In consideration of the rights
granted in Section 8 and the earnings and profits, if any,
generated by the Purchased Assets and drivers, Purchaser shall
pay to Seller $100 per month on the last day of each month
during the Management Period or at Purchaser's election, at
the Closing.  In addition, if the transactions contemplated by
this Agreement are not consummated, Purchaser shall reimburse
Seller of any after-tax operating loss during the Management
Period.  Purchaser shall be entitled to withdraw and retain
cash or other liquid assets equivalent to all profits
generated by the Purchased Assets and Business during the
Management Period as its fee, regardless of whether the
transactions contemplated by this Agreement are consummated,
and shall leave in Seller, if the Closing does not occur, cash
or other current assets equivalent to any accounts payable
accrued or due and owing upon termination of the Management
Period.

            8.5.  Irrevocability.         Seller shall have no right
to make commitments or take any action on behalf of Seller
that would affect the operation of the Purchased Assets or
Business during the Management Period.  The rights granted
Purchaser during the Management Period are irrevocable and
exclusive, and the parties acknowledge that Purchaser would
not have entered into this Agreement absent such irrevocable
rights.

            8.6.  Liabilities.      Except as otherwise provided in
this Agreement, any liability that arises from facts or events
that span all or part of the Management Period and a period
when Seller operated Seller shall be prorated based upon the
relative responsibility of Purchaser and Seller for the
liability.  As an example, in case of a fuel tax audit that
results in liability for a period including the Management
Period, Purchaser shall be liable for an amount equal to the
ratio of the amount of fuel used in the Management Period
bears to the total amount of fuel used in the audit period,
and Seller shall be liable for the balance.  Purchaser shall
indemnify, defend and hold harmless Seller against liabilities
for which Purchaser is responsible under this paragraph and
Seller shall indemnify, defend and hold harmless Purchaser
against liabilities for which Seller is responsible under this
paragraph.

            8.7.  Termination of Management Period.  In the event
that this Agreement is terminated, the Management Period shall
terminate and Purchaser shall return, as of the date of
termination of this Agreement (the "Termination Date"), the
operation of the Purchased Assets to the control of Seller.

      9.    COVENANTS OF SELLER, PARENT AND SHAREHOLDERS.
Seller, Parent and Shareholders, jointly and severally,
covenant and agree that from the Effective Date to the Closing
Date:

            9.1.  Cooperation.  Seller, Parent and Shareholders
shall use their best efforts to cause the sale contemplated by
this Agreement to be consummated and, without limiting the
generality of the foregoing, to obtain all consents and
authorizations of third parties which may be necessary or
reasonably required in order for Seller, Parent and
Shareholders to effect the transactions contemplated hereby.

            9.2.  Ordinary Course of Business.  Seller, Parent
and Shareholders will use their best efforts to preserve the
Business intact and to keep available the services of
employees and representatives and to preserve the goodwill of
Seller's employees, customers, suppliers and others having
business relations with it.  Seller and Parent shall conduct
its operations only according to their ordinary and usual
course of business.  

            9.3.  Environmental.  Purchaser, or its engineers,
contractors and agents, at all reasonable times prior to the
Closing, shall have the right and privilege of going upon the
Real Property to inspect, examine or take those steps deemed
necessary by Purchaser to determine the physical
characteristics of the Real Property and to plan for the
development and use of the Real Property, including the right
to make soil bearing tests, borings, percolation tests,
engineering and environmental studies and tests, and such
other tests, studies and analyses as are necessary in the sole
discretion of Purchaser to obtain information to determine the
surface, subsurface and topographic conditions and
characteristics of the Real Property.

            9.4.  Dispositions and Encumbrances on Purchased
Assets.  Seller, Parent and Shareholders will not, directly or
indirectly, dispose of any of the Purchased Assets or encumber
any of the Purchased Assets.

            9.5.  Exclusive Dealing.  During the period from the
Effective Date to the Closing date, Seller, Parent and
Shareholders shall refrain from taking any action to, directly
or indirectly, encourage, initiate or engage in discussions or
negotiations with, or provide any information to any person or
entity, other than Purchaser, concerning any merger, sale of
substantially all the assets, sale of the issued and
outstanding stock of Seller or Parent or similar transaction
involving Seller or Parent.

            9.6.  Review of Seller.  Purchaser may, prior to the
Closing date, through their representatives, review the
properties, books and records of Seller and Parent and their
financial and legal condition as Purchaser deems necessary or
advisable to familiarize itself with such properties and other
matters; such review shall not, however, affect the
representations and warranties made by Seller, Parent and
Shareholders hereunder or the remedies of Purchaser for
breaches of those representations and warranties.  Seller and
Parent shall permit Purchaser and its representatives to have,
after the effective date, full access to the premises and to
all the books and records of Seller and Parent and to cause
the officers of Seller and Parent to furnish Purchaser with
such financial and operating data and other information with
respect to the business and properties of Seller and Parent as
Purchaser shall from time to time reasonably request.

      10.   COVENANTS OF PURCHASER.  Purchaser covenants and
agrees that from the Effective Date to the Closing Date:

            10.1. Cooperation.  Prior to the Closing, Purchaser
shall use its best efforts to cause the sale contemplated by
this Agreement to be consummated and, without limiting the
generality of the foregoing, to obtain all consents and
authorizations of third parties which may be necessary or
reasonably required in order for Seller, Parent and
Shareholders to effect the transactions contemplated hereby.

            10.2. Operating Authorities; Temporary Lease.  As
soon as practicable after the date hereof, Purchaser may
petition the ICC to approve or exempt temporary common
management and control (and, in its discretion any other
governmental agency or authority having jurisdiction, to
approve or exempt the permanent transfer of intrastate
operating authorities of Seller to Purchaser and to approve or
exempt temporary transfer of all intrastate operating
authorities pending final determination of the permanent
transfer application and of all intrastate operating
authorities pending Closing).  Seller, Parent and Shareholders
shall use their best efforts to assist Purchaser in obtaining
any such exemptions or approvals.

      11.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER,
PARENT AND SHAREHOLDERS.   All obligations of Seller, Parent
and Shareholders under this Agreement are subject to the
fulfillment, at the option of Seller, Parent and Shareholders
at or prior to the Closing Date, of each of the following
conditions:

            11.1.       Representations and Warranties True.  The
representations and warranties of Purchaser herein contained
shall be true on and as of the Closing Date with the same
force and effect as though made on and as of said date.

            11.2.       Performance of Purchaser.  Purchaser shall
have performed all of its obligations and agreements and
complied with all of its covenants contained in this Agreement
to be performed and complied with by the Purchaser prior to
the Closing Date.

      12.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
PURCHASER.  All obligations of Purchaser under this Agreement
are subject to the fulfillment, at the option of the
Purchaser, at or prior to the Closing Date, of each of the
following conditions:

            12.1.       Representations and Warranties True.  The
representations and warranties of Seller, Parent and
Shareholders herein contained shall be true on and as of the
Closing Date with the same force and effect as though made on
and as of said date.

            12.2.       Performance of Seller.  Seller, Parent and
Shareholders shall have performed all of its obligations and
agreements and complied with all of its covenants contained in
this Agreement to be performed and complied with by it prior
to the Closing Date.

            12.3.       Environmental.  Purchaser must be able to
determine to its satisfaction that the Real Property does not
contain and is not contaminated with any Hazardous Substance,
or asbestos in amounts or to an extent which is unacceptable
to Purchaser in Purchaser's reasonable discretion; and that
the Real Property is not subject to any federal, state or
local "Superfund" lien, thereof, for the clean-up, or removal
of any such Hazardous Substance from the Real Property.  In
the event that the results of Purchaser's tests, inspections
or examinations as set forth above reveal that the Real
Property is contaminated with any Hazardous Substance, or
asbestos, in amounts or to an extent which is unacceptable to
Purchaser in Purchaser's reasonable discretion; or that the
Real Property is subject to any federal, state or local
"Superfund" lien, thereof, for the clean-up, or removal of any
such Hazardous Substance from the Real Property, then
Purchaser shall not be obligated to purchase the Purchased
Assets unless Seller, Parent and Shareholders elect and
proceed to remedy the situation to Purchaser's satisfaction. 
If Seller, Parent and Shareholders do not so elect, this
Agreement shall be deemed null, void and of no further force
and effect, and Purchaser and Seller, Parent and Shareholders
shall have no further rights, obligations or liabilities, one
to the other, under this Agreement.

            12.4.       Survey.  Seller shall furnish to Purchaser
a current and accurate as built survey of the Real Property
prepared and certified by a reputable land surveyor registered
under the laws of the State of Louisiana showing:  (a) all
existing improvements, fences and walls on or affecting the
Real Property and their respective dimensions; (b) the total
amount of acreage contained in the Real Property; (c) the
boundaries and legal description of the Real Property; and (d)
all streets providing access to the Real Property (showing
dimensions of street).  If such survey discloses matters on or
applicable to the Real Property which in Purchaser's
reasonable business judgment will interfere with the
development and use of the Real Property by Purchaser as
contemplated by Purchaser, (b) any visible or known
encroachment or projection on the Real Property by structures,
facilities, or improvements on adjoining property, or (c) any
visible or known encroachment or projection on adjoining
property by structures, facilities, or improvements located on
the Real Property, then within ten (10) days of receipt of
survey, at the exclusive election of Purchaser, exercisable in
Purchaser's absolute discretion, Purchaser either (i) may
complete the purchase of the Real Property in its existing
condition subject to such interferences and encroachments or
(ii) may declare this Agreement null and void and of no
further force and effect, and, except as set forth below,
Purchaser and Seller shall have no further rights, obligations
or liabilities, one to the other, under this Agreement.  

            12.5.       Title.  As soon as practical, Shareholders
shall deliver to Purchaser a title opinion sufficient to
enable Purchaser to obtain an owner's title insurance policy
at standard rates from a title insurance company qualified to
and doing business in the State of Louisiana, acceptable to
Purchaser  ("Title Opinion") for the Real Property.  Seller
shall bear the cost of the title search and preparation of the
Title Opinion.  Any title insurance premium shall be paid by
Purchaser.  Said Title Opinion shall show that Shareholders
have good and merchantable title in fee simple to the Real
Property free and clear of all liens, assessments, charges,
claims, actions and encumbrances, easements, rights-of-way,
restrictions and title exceptions of any kind whatsoever,
except Permitted Liens. Promptly upon receipt of such Title
Opinion, Purchaser shall notify Shareholders of any defects or
objections to Shareholders' title not expressly consented to
by Purchaser in writing and Shareholders shall have until the
Closing Date to cure any such defects or objections, at
Shareholders' sole expense.  If Shareholders do not cure such
objections or defects by the Closing Date, Purchaser, at its
sole discretion:  (i) may complete the purchase of the
Purchased Assets and accept such title thereto as Shareholders
are able to convey without reduction of the Purchase Price
(unless such title defects are encumbrances or liens for an
ascertainable amount not in excess of the remaining purchase
price due, in which case that amount may be deducted from the
Purchase Price) or (ii) may grant Shareholders, in writing,
one or more extensions of the time within which Shareholders
must remedy such title defects.  If Shareholders fail to
remedy any title defects by Closing Date or the expiration
date of any extension granted by Purchaser, then Purchaser may
declare this Agreement null and void and of no further force
and effect, and Purchaser, Seller, Parent and Shareholders
shall have no further rights, obligations or liabilities, one
to the other, under this Agreement.  A policy of title
insurance without exceptions in the amount of the purchase
price allocated to the Real Property by a title insurance
company qualified to do business in the State of Louisiana
acceptable to Purchaser would, however, satisfy any objection
to such title.  

      13.   WORKER'S COMPENSATION MATTERS.  In addition to the
Assumed Liabilities, Purchaser agrees to assume certain
responsibilities relating to Seller's worker's compensation
claims as set forth herein.  Seller has insured the first
$100,000.00 of worker's compensation liability and expense
relating to each claim and maintains excess coverage
applicable to such claims which becomes operative at a higher
level, over $100,000.00.  Commencing on the Effective Date,
Purchaser agrees to bear one-half (1/2) of any uninsured
expense or liability relating to Seller's worker's
compensation claims up to a maximum total collective exposure
on all claims in the amount of $50,000.00 after Closing. 
Further, Purchaser agrees to administer all of Seller's
ongoing worker's compensation claims from the Effective Date
forward.

      14.   NON-COMPETITION COVENANTS.  

            14.1.  Recitals. In order to protect the investment
of Purchaser in the Business and the goodwill associated
therewith Seller, Parent and Shareholders have agreed to
certain restrictions on their ability to compete with the
Business, confidentiality provisions and other terms which are
reasonable and necessary to protect the Business.  Purchaser
would not have acquired the Business from Seller but for
Seller's, Parent's and Shareholders' covenants set forth below
and their full compliance with the terms and conditions
hereof.

            14.2.  Protective Covenants.  In consideration for
the payment of the Purchase Price and other considerations
reflected in this Agreement, Seller, Parent and each of the
Shareholders, jointly and severally, covenant and agree as
follows:

                  14.2.1.  For a period of three (3) years from
the Effective Date, Seller, Parent and each of the
Shareholders shall not engage in any business or perform any
service, directly or indirectly, in competition with the
Business of the Purchaser or have any interest, whether as a
proprietor, partner, employee, stockholder, principal, agent,
consultant, director, officer or in any other capacity or
manner whatsoever, in any enterprise that shall be so engaged,
in the following geographic area:  the continental United
States without limiting the scope of the above, (to the extent
received by Louisiana law the above geographic area includes
all parishes in the Sate of Louisiana).  For purposes of this
Agreement, the Business of Purchaser shall be deemed to be
common carrier transportation services, contract carrier
transportation services, rail services, international
transportation services, transportation brokerage services and
owner-operated transportation services.  Notwithstanding the
foregoing provisions, nothing contained in this Section 14
shall prohibit Seller or Shareholders, on a collective basis,
from acquiring or owning not more than five percent (5%) of
the securities of any entity whose securities are traded on a
national securities market.

                  14.2.2.  Seller, Parent and the Shareholders
shall not use or disclose to any persons, except the Purchaser
and its duly authorized officers or employees entitled thereto
(including the officers or employees of the Purchaser's
affiliates), customer lists or other confidential information
acquired by Seller, Parent and Shareholders in the course of
their ownership and affiliation with the Business.

                  14.2.3.  If Seller, Parent or either
Shareholder violates this Agreement and the Purchaser brings
legal action for injunctive or other relief, the Purchaser
shall not, as a result of the time involved in obtaining the
relief, be deprived of the benefit of the full period of the
restrictive covenant.  Accordingly, the restrictive covenant
shall be deemed to have the duration specified in subparagraph
14.2.1 hereof, computed from the date the relief is granted
but reduced by the time between the period when the
restriction began to run and the date of the first violation
of the covenant.

                  14.2.4.  If any court shall determine that the
duration or geographical limit of any restriction contained in
this section is unenforceable, it is the intention of the
parties that the restrictive covenant set forth herein shall
not thereby be terminated but shall be deemed amended to the
extent required to render it valid and enforceable, such
amendment to apply only with respect to the operation of this
section in the jurisdiction of the court that has made the
adjudication.

                  14.2.5.  As the former owner and shareholders
of the Business and Parent, Seller, Parent and Shareholders
have had access to customer lists, records, files, and other
confidential information of the Business acquired by Purchaser
and has established relationships with valuable customers and
suppliers of the Business.  Seller, Parent and Shareholders
acknowledge that the restrictions contained in Section 14 of
this Agreement are reasonable in scope and duration and are
necessary to protect the legitimate interests of the
Purchaser, that any violation of these restrictions would
cause substantial injury to the Purchaser, and that the
Purchaser would not have purchased the Purchased Assets of the
Business without receiving the additional consideration
offered by Seller, Parent and Shareholders in binding
themselves to these restrictions.  In the event of any
violation of these restrictions, the Purchaser shall be
entitled to its reasonable attorneys' fees and expenses and
preliminary and permanent injunctive relief, in addition to
any other remedy.  

            14.3.       Exception.  Notwithstanding the above
covenants, Shareholders shall have the right to own and
operate two (2) tractors.

      15.   SURVIVAL OF COVENANTS, REPRESENTATIONS AND
WARRANTIES.  The respective representations and warranties set
forth in or incorporated by reference into this Agreement
shall survive the Closing and thereafter be fully effective
and enforceable.  The respective representations and
warranties set forth in this Agreement shall not be affected
by any investigation, verification or approval by any party
hereto or by anyone on behalf of such party.  The respective
covenants and agreements set forth in this Agreement, except
those covenants and agreements that are required by this
Agreement to be fully kept, performed and discharged on or
before the Closing, shall survive the Closing and thereafter
be fully effective and enforceable.

      16.   INDEMNIFICATION.

            16.1.       Indemnification by Seller, Parent and
Shareholders.  Seller, Parent and Shareholders, jointly and
severally, will protect, defend, indemnify and hold harmless
Purchaser with respect to any losses, claims, damages,
liabilities or related expenses (including, but not limited
to, reasonable attorney's fees and expenses) to which
Purchaser may become subject as a result of:  (i) the breach
of any of the representations, warranties, covenants or
agreements made by Seller, Parent or Shareholders in and under
this Agreement; (ii) non-compliance by Purchaser and Seller
with any bulk sales act law which may apply to the
transactions contemplated by this Agreement; and (iii) any
third party claim or claims made or threatened against
Purchaser to the extent such claim or claims are based upon
any occurrence prior to the Closing with respect to any of the
Purchased Assets unless such claim or claims are based on: (a)
the operation and use of the Purchased Assets by Purchaser
during the Management Period; or (b) workers compensation
claims to the extent liability has been assumed by Purchaser
under Section 13 of this Agreement.

            16.2.       Indemnification by Purchaser.  Purchaser
will protect, defend, indemnify and hold harmless Seller,
Parent and Shareholders with respect to any losses, claims,
damages, liabilities or related expenses (including, but not
limited to, reasonable attorney's fees and expenses) to which
Seller, Parent or Shareholders, or their officers or
employees, may become subject as a result of:  (i) the breach
of any of the representations, warranties, covenants or
agreements made by Purchaser in and under this Agreement, (ii)
any third party claim or claims made or threatened against
Seller, Parent or Shareholders arising out of any loss, injury
or damage due to an act or omission of Purchaser or, as to
worker's compensation and tort liability claims, an event
which happened or arose, during the Management Period and
subsequent to the Closing with respect to any of the Purchased
Assets, and (iii) any claim for damages to personal property
arising from Purchaser's entry upon Seller's place of business
prior to Closing.

            16.3.       Indemnification Procedure.  The party or
parties seeking indemnification under this section (the
"Indemnitee") shall notify the party or parties against whom
such indemnification is being sought (the "Indemnitor") of any
such breach or claim, with reasonable promptness, but not
later than fifteen (15) calendar days after receipt of notice
of such claim, and solely in the case of third party claims,
the Indemnitor or its legal representative shall have, at its
election, the right to settle or defend any such matter
involving any such asserted liability through counsel of
Indemnitor's choosing and at its expense.  Such notice and
opportunity to settle or defend, if applicable, shall be a
condition precedent to any liability of Indemnitor for third
party claims under this section.  In the event that the
Indemnitor undertakes to settle or defend any third party
claims under this section, it shall notify the Indemnitee in
writing promptly of its intention to do so, and Indemnitee
shall fully cooperate with Indemnitor and its counsel in the
settlement or defense thereof.  In the Indemnitor elects to
settle such third party claim, and the Indemnitee shall reject
the terms of such settlement, the Indemnitee shall be
responsible for defending such claim, including, without
limitation, selecting legal counsel and negotiating terms of
settlement.  The Indemnitee shall be responsible for the
payment of all fees of legal counsel so selected by it.  In
such event, the Indemnitor shall be responsible hereunder for
the loss, liability or judgment incurred in such third party
claim only to the extent of the amount of settlement
theretofore approved by the Indemnitor and rejected by the
Indemnitee.

            16.4.  Effect of Escrow.  The establishment of the
Escrow Deposit shall not be deemed a limitation of liability
or a restriction on any party's rights and remedies under this
Agreement or at law or in equity.

      17.   EXPENSES.  Seller, Parent Shareholders and Purchaser
shall each pay their own expenses including, without
limitation, fees and expenses of agents, representatives,
counsel, accountants and other experts, incidental to the
preparation and consummation of this Agreement.  Seller shall
bear the costs associated with furnishing the survey and title
opinion.  Seller and Purchaser shall each bear one-half (1/2)
of the expense relating to the environmental site assessment.

      18.   DESTRUCTION OR CONDEMNATION OF PROPERTY.

            18.1.       Damage or Destruction.  In the event any
of the tangible Purchased Assets are destroyed by fire, flood
or other casualty prior to the Closing, Purchaser shall have
the option to:  (i) cancel this Agreement, or (ii) proceed
with the Closing, and accept the Purchased Assets subject to
the damage.  In such latter event, Seller, Parent and
Shareholders shall assign to Purchaser all of its rights to
insurance proceeds payable due to such destruction, subject to
any prior rights of any mortgagee or lienholder.  In such
case, the Purchase Price shall be adjusted to reflect any
deficiency in insurance proceeds.

            18.2.       Condemnation.  In the event any portion of
the Purchased Assets has been condemned or sold in lieu of
condemnation or is the subject of a condemnation proceeding,
Purchaser shall have the option to:  (i) cancel this Agreement
(ii) purchase the Purchased Assets (or any remaining portion
thereof), and receive from Seller, Parent and Shareholders an
assignment of all payments and/or awards arising from such
condemnation.  In such case, the Purchase Price shall be
adjusted to reflect any deficiency in condemnation proceeds.

      19.   TERMINATION.  

            19.1.  By Mutual Consent or Other Action. 
      Notwithstanding anything contained in this
      Agreement to the contrary, this Agreement may be
      terminated (i) by mutual consent of all parties
      hereto, (ii) by either party if the Closing shall
      not have occurred by August 1, 1995.

            19.2.  By Seller.  Seller, Parent and
      Shareholders may terminate this Agreement if any of
      the conditions to Closing contained in Section 11
      shall not have been satisfied or waived prior to
      the Closing. 

            19.3.  By Purchaser.  Purchaser may terminate
      this Agreement if any of the conditions to Closing
      contained in Section 12 shall not have been
      satisfied or waived prior to the Closing.

            19.4.  Effect.  In the event of a termination
      of this Agreement as provided above, this Agreement
      shall thereupon become void and there shall be no
      liability on the part of any party hereto,
      provided, however, nothing in this Section 19 shall
      relieve any party from liability for any breach of
      this Agreement.

      20.   MISCELLANEOUS.  The following shall also apply to
this Agreement:

            20.1.       Notice.  Any notice, permission, approval,
demand, or request affecting any obligations or terms must be
in writing and shall be deemed to be given on the date: (i)
delivered by hand, or (ii) two (2) business days after being
mailed by certified mail.

            20.2.       Addresses.  All mailings shall be to the
address of the party shown or to any subsequent address in the
United States of America requested:

            SELLER:

            Vernon Sawyer, Inc.
            P.O. Drawer B
            Bastrop, LA 71220

            Attn:  Vernon G. Sawyer

            PARENT:

            Vernon Sawyer Transportation, Inc.
            P.O. Drawer B
            Bastrop, LA 71220

            Attn:  Vernon G. Sawyer

            SHAREHOLDERS:

            Vernon G. Sawyer and Nancy Sawyer
            P.O. Drawer B
            Bastrop, LA 71220

            With a copy of any Notice to Seller, Parent or
Shareholders to:

            Stephen J. Katz
            Rankin, Yeldell, Herring & Katz
            411 South Washington
            Bastrop, LA 71220

            PURCHASER:
            
            KLLM, Inc.
            P.O. Box 6098
            Jackson, MS 39288

            Attn:  J. Kirby Lane


            With a copy of any Notice to Purchaser to:

            James H. Neeld, IV, Esq.
            Young, Williams, Henderson & Fuselier, P.A.
            Post Office Box 23059
            Jackson, Mississippi 39225-3059

            20.3.       Gender.  The singular and plural and any
gender shall include the other.  

            20.4.       No Waiver.  No waiver of any condition,
obligation, or term shall constitute a waiver of any other, or
a waiver of a subsequent right to demand strict compliance
with all conditions, obligations, and terms.  

            20.5.       Specific Performance.  Purchaser may
enforce this Agreement 
by specific performance.

            20.6.       Cumulative Rights.  The rights and
remedies herein reserved by or granted to the parties are
distinct, separate and cumulative, and the exercise of any one
of them shall not be deemed to preclude, waive or prejudice
the parties' right to exercise any or all others.  Whether or
not specifically enumerated in this Agreement, the parties
reserve all rights and remedies at law and in equity, and
nothing contained in this Agreement shall be construed as a
limitation of any rights or remedies.
  
            20.7.       Entire Agreement.  This Agreement,
including the documents and instruments referred to herein:

                  20.7.1.  constitutes the entire agreement and
supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the
subject matter of this Agreement;

                  20.7.2.  is not intended to confer upon any
other person any rights or remedies;
                  20.7.3.  may be executed in two or more
counterparts which together shall constitute a single
agreement;

                  20.7.4.  shall inure to the benefit of, be
binding upon and enforceable against the heirs, legal
representatives, successors, transferees, and assigns of the
parties hereto; and

                  20.7.5.  may be amended or terminated only by
mutual agreement of the parties hereto in writing.  

            20.8.       Headings.  The headings and table of
contents contained in this Agreement are for reference
purposes only and do not affect in any way the meaning or
interpretation of this Agreement.

            20.9.       Interpretation; No Presumption.  All
parties acknowledge that this Agreement has been reviewed and
negotiated by all parties and their attorneys and other
representatives and, therefore, no presumption shall arise
favoring any party by virtue of the authorship of any of its
provisions.

      IN WITNESS WHEREOF, the parties have executed this
Agreement as of the Effective Date.

                              SELLER:

                              Vernon Sawyer, Inc., a Louisiana 
                              corporation       
                              
                              By:S/Vernon G. Sawyer
                              Its:  President

                              SHAREHOLDERS:

                              S/ Vernon G.Sawyer
                              Vernon G. Sawyer, Individually

                              S/ Nancy Ann Marus Sawyer
                              Nancy Ann Marus Sawyer, Individually

                              PARENT:

                              Vernon Sawyer Transportation, Inc.,
                              a Louisiana Corporation

                              By:S/ Vernon G.Sawyer
                                    Its:  president


                              PURCHASER:

                              KLLM, Inc., a Texas                 
                              corporation

                              BY:S/ Steve Bevilaqua
                                    President

<PAGE>
                  FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT


      This First Amendment to Asset Purchase Agreement (the
"Agreement") is made and entered into this the 26th day of July,
1995, by and between VERNON SAWYER, INC., Tax Identification No.
72-1071773, a Louisiana corporation domiciled in Morehouse Parish,
Louisiana ("Seller"), represented herein by its duly authorized
President, Vernon G. Sawyer, VERNON SAWYER TRANSPORTATION, INC.,
Tax Identification No. 72-1007374, a Louisiana corporation
domiciled in Morehouse Parish, Louisiana ("Parent"), VERNON G.
SAWYER and NANCY ANN MARUS SAWYER, in their individual capacities,
individual residents of Morehouse Parish, Louisiana (hereafter,
Vernon G. Sawyer and Nancy Ann Marus Sawyer may be individually
referred to as "Shareholder" or jointly as "Shareholders") and
KLLM, INC., Tax Identification No. 64-0577750, a Texas corporation
domiciled in Rankin County, Mississippi ("Purchaser"), represented
herein by its duly authorized President, Steven K. Bevilaqua, who
declare and agree that:

            Recitals.  Seller, Parent, Shareholders and Purchaser
entered into that certain Asset Purchase Agreement effective May 1,
1995 (the "Asset Purchase Agreement"), pursuant to which Seller,
Parent and Shareholders agreed to sell and Purchaser agreed to
purchase substantially all of the operating assets and business of
Seller and Parent and related real estate owned by Shareholders. 
Certain of the transactions which are the subject of the Asset
Purchase Agreement require the approval of various federal and
state regulatory agencies and the related approval process has
taken longer than the parties originally anticipated.  Therefore,
Seller, Parent, Shareholders and Purchaser desire to amend the
Asset Purchase Agreement as set forth in this Agreement.

            All capitalized terms used and not otherwise defined
herein (including, without limitation, the language amendatory to
the Asset Purchase Agreement contained herein) shall have the
respective meanings given such terms in the Asset Purchase
Agreement.  References to sections herein shall refer to sections
of the Asset Purchase Agreement.

            The Asset Purchase Agreement is amended by deleting the
definition of "Closing Date" found in Section 2.4 and by
substituting in its place the following definition:

            "Closing Date" shall mean on or before August
            8, 1995, or such other date and time as Seller
            and Purchaser may agree.  The Closing Date is
            subject to extension as a result of any delays
            attributable to receiving necessary approvals
            or exemptions from the ICC or state agencies
            having jurisdiction over the transactions
            contemplated by the Asset Purchase Agreement.

            The Asset Purchase Agreement is amended by deleting the
first sentence of Section 6.19.1 and by substituting in its place
the following:

            Seller has in place on the date of this
            Agreement 109 drivers.

            The Asset Purchase Agreement is amended by deleting the
date "August 1, 1995" from Section 19.1 and by substituting in its
place the date "September 15, 1995".

            The Asset Purchase Agreement, as herein amended, remains
in full force and effect in accordance with its terms and Seller,
Parent, Shareholders and Purchaser hereby ratify and confirm the
same.

      IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
      
                              SELLER:

                              VERNON SAWYER, INC., a Louisiana 
                              corporation       
                              
                              By:S/Vernon g. Sawyer
                              Its:  President

                              PARENT:

                              VERNON SAWYER TRANSPORTATION, INC.,
                              a Louisiana Corporation

                              By:S/ Vernon G. Sawyer
                                    Its:  President
                              
                              SHAREHOLDERS:

                              S/Vernon G. Sawyer
                              VERNON G. SAWYER, Individually

                              S/Nancy Ann Marus Sawyer
                              NANCY ANN MARUS SAWYER, Individually

                              PURCHASER:

                              KLLM, INC., a Texas corporation

                              BY:S/Steven K. Bevilaqua
                                    STEVEN K. BEVILAQUA
                                    Its:  President