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                                                                   Exhibit 10.19

                      FIRST MODIFICATION OF LOAN AGREEMENT



     THIS FIRST MODIFICATION OF LOAN AGREEMENT ("First Modification") made
and entered into as of the 20th day of October, 1997, by and among NATIONSBANK
OF TENNESSEE, N.A., a national banking association ("Bank"), and MARK VII, INC.,
a Delaware corporation, and MARK VII TRANSPORTATION COMPANY, INC., a Delaware
corporation (collectively "Borrower").

                                   RECITALS:

         A. Borrower has previously obtained from Bank a revolving line
of credit facility (the "Loan") in the maximum principal amount of $25,000,000.

         B. The terms and conditions of the Loan are set forth in that certain
Loan Agreement dated July 29, 1997 (the "Agreement")

         C. Borrower has asked Bank, and Bank has agreed, to make certain 
modifications to the Agreement as hereinafter set forth.

     NOW, THEREFORE, in consideration of the Loan from Bank to Borrower and
the mutual covenants and agreements contained herein, and intending to be
legally bound hereby, Bank and Borrower agree as follows:

     1.  The definition of Accounts Receivable in Section 1.B. is hereby 
modified and amended by deleting subsection (iv) thereof and substituting in 
place thereof the following:

         (iv) which, in the aggregate, exclude the amount of
         allowances, as set forth in the consolidated balance sheets of
         Borrower, for those Accounts Receivables that are considered
         uncollectible or not qualified, and which allowances are
         acceptable to Bank in its reasonable discretion.

     2.  The definition of Current Liabilities in Section 1.E. of the Agreement
is hereby deleted in its entirety and substituted in place thereof shall be the 
following:

         E. CURRENT LIABILITIES: Current Liabilities means the aggregate amount
         of all current liabilities of Borrower as determined in accordance
         with GAAP, consisting primarily of accrued transportation charges and
         deferred income taxes, as shown on Borrower's financial statements
         provided to Bank, but excluding specifically other current and accrued
         liabilities as shown on said financial 



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         statements consisting primarily of accrued wages and bonuses, accrued
         agency fees, sales commissions, non-operating corporate expenses,
         self-insurance claims and other non-operational type accruals.

     3.  Section 5.G. of the Agreement is hereby deleted in its entirety and 
         substituted in place thereof shall be the following:

         G. DIVIDENDS AND DISTRIBUTIONS: Make any distribution (other
         than dividends payable in capital stock of Borrower, or
         dividends payable between persons composing Borrower or any
         Subsidiaries) on any shares of any class of its capital stock
         or apply any of its property or assets to the purchase,
         redemption or other retirement of any shares of any class of
         capital stock of Borrower in any fiscal year exceeding in the
         aggregate for the fiscal year 1997 of Eight Million and No/100
         Dollars ($8,000,000.00), and thereafter a sum which is equal
         to one hundred percent (100%) of Net Income for the prior
         fiscal year (exclusive of any redemptions of capital stock
         made by Borrower prior to July 29, 1997), or in any way amend
         its Structure.

     4.  All other terms, conditions and provisions of the Agreement not
expressly modified hereby shall remain in full force and effect and Borrower
does hereby ratify and affirm all terms and conditions thereof, as well as all
other documents evidencing, securing or relating to the Loan.

     IN WITNESS WHEREOF, the parties have executed this First Modification
as of the date first above written.




                                    BANK:

                                    NATIONSBANK OF TENNESSEE, N.A.


                                    By: /s/ Michael R. Frick
                                    --------------------------------
                                    Name: Michael R. Frick
                                    Title: Vice President

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                            BORROWER:

                            MARK VII, INC.

                            By: /s/ Philip L. Dunavant
                                -----------------------------------------------

                            Name: Philip L. Dunavant
 
                            Title: Exec. Vice President/Chief Financial Officer


                            Attest: /s/ Carol L. Clement
                                    -------------------------------------------
                            Name: Carol L. Clement

                            Title: Assistant Vice President


                            MARK VII TRANSPORTATION COMPANY, INC.

                            By: /s/ Philip L. Dunavant
                                -----------------------------------------------

                            Name: Philip L. Dunavant

                            Title: Exec. Vice President



                            Attest: /s/ Carol L. Clement
                                    -------------------------------------------
                            Name: Carol L. Clement

                            Title: Assistant Vice President