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                                                                    Exhibit 10.6

ADDENDUM NO. 2 TO EMPLOYMENT
AND NON-COMPETE AGREEMENT
R. C. MATNEY


THIS AGREEMENT dated this 1st day of October, 1997 is made by and between
R. C. MATNEY, resident of the State of Indiana ("Executive") and MARK VII, INC. 
now a Delaware corporation (originally incorporated in Missouri), ("Employer").

RECITALS

Executive and Employer entered into an Employment and Non-Compete Agreement
dated April 1, 1992 ("Agreement") which superseded an earlier Employment
Agreement dated March 31, 1989 in its entirety. Thereafter, the April 1, 1992
Agreement was modified to the extent expressly stated in an Addendum dated July
1, 1994. Parties hereto hereby undertake and agree to modify the April 1, 1992
Agreement and the Addendum dated July 1, 1994 to the extent expressly stated
herein. In all other respects, said April 1, 1992 Agreement and July 1, 1994
Addendum shall remain as originally stated.

AGREEMENT

In consideration of the mutual promises, covenants, and agreements herein
contained and in the underlying agreement and its addendum, the parties do
hereby further agree as follows:

I.       BASE SALARY.

         The base salary of Executive shall be $280,000 a year commencing
January 1, 1998.

II.      MONTHLY SHAREHOLDER VALUE BONUS.

         Commencing January 1, 1998, Executive shall be paid a monthly bonus
equal in amount to the current average fair-market value of the Company's common
stock during the month for which the bonus is paid multiplied by 600.

III.     ANNUAL PERFORMANCE BONUSES.

         Commencing in 1998 Executive shall be paid two annual cash bonuses.

         A. Bonus based upon Employer's increase in consolidated income from
continuing operations before income tax compared to Plan.

         This bonus shall be paid immediately following the completion of the
annual audit of the fiscal year based upon the increase in consolidated income
from continuing operations before income tax ("net pre-tax income") for the
fiscal year.

                  1. In a fiscal year when the increase in net pre-tax income
over the prior year equals that specified in the operating Plan, as approved by
the Employer's Board of Directors, Executive's bonus shall be equal to 50% of
his annual base salary.

                  2. In a fiscal year when the increase in net pre-tax income
over the prior year is greater or lesser than the amount specified in the
operating



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Plan approved by the Board of Directors, Executive shall be paid the
same pro-rata share or percentage of the bonus specified in the above paragraph
as the portion or percentage of Plan increase in net income actually attained by
Employer.

                  3. For any fiscal year when 25% of the Plan increase in net
operating profit compared to the previous fiscal year is not attained, none of
this bonus shall be paid.

         Schedule A attached provides examples of the calculation of this bonus.

         B. Bonus based on stock price performance. The second bonus shall not
exceed half of the base salary of the Executive and shall be paid immediately
following June 30 each year in an amount equal to that percentage of the base
salary of the Executive by which the increase (if any) in the per share price of
the common stock of Mark VII, Inc. from July 1, 1997 to June 30, 1998 and each
subsequent year thereafter during the term hereof,exceeds the increase in the
average of per share prices of the common stock of certain other companies in
the Employer's industry (the "Transportation Services Peer Group").

         Employer's Board of Directors shall identify those companies deemed to
constitute Employer's "Peer Group" from time-to-time in its sole discretion. It
is agreed, however, that currently said "Peer Group" is deemed by said Board to
constitute the following companies:

                  Circle Financial Corp. (Harper Group)
                  The Hub Group
                  Air Express International Corporation
                  Expediter's International, Inc.
                  Fritz Companies, Inc.





V.       PARAGRAPHS 3.02 AND 3.03 OF THE APRIL 1, 1992 AGREEMENT.

Paragraph 3.02 "Bonus" and 3.03 "Fringe Benefits" are hereby deleted in their
entirety. In lieu thereof, 3.03 "Fringe Benefits" shall instead read as follows:


         "Executive shall receive standard Employer's fringe benefits, including
         3 weeks of vacation pay each year, a car allowance and medical plan
         benefits."

VI.      RELEASE AS TO "BONUS" AND "FRINGE BENEFITS".

Executive does hereby and discharge the Employer from any and all claims based
upon, arising out of, or related to paragraphs 3.02 and 3.03 as originally
provided in the agreement of April 1, 1992.



IN WITNESS WHEREOF, the parties hereto have executed this Addendum and Release
on the 8th day of December, 1997 to be effective on the day and year first
above written.



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                           "EXECUTIVE"



                           /s/ R. C. Matney
                           -----------------------------------------
                           R. C. Matney


                           "EMPLOYER"

                           MARK VII, INC. a Delaware Corporation



                           By: /s/ James T. Graves   
                               --------------------------------------
                           James T. Graves, Vice-Chairman & Secretary