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                                                                   Exhibit 10.17

NationsBank of Tennessee, N.A.

                                 REVOLVING LOAN
                                 PROMISSORY NOTE



July 29, 1997                $25,000,000.00          Maturity Date: July 1, 2000


Bank:                                    Borrower:

NationsBank of Tennessee, N.A.           Mark VII, Inc.
6363 Poplar Avenue                       Mark VII Transportation Company, Inc.
Memphis, TN  38119                       965 Ridge Lake Boulevard
                                         Memphis, TN  38120

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of Twenty-Five Million and No/100 Dollars ($25,000,000.00), or
so much thereof as may be advanced from time to time in immediately available
funds as set forth in that certain Loan Agreement of even date herewith (the
"Loan Agreement"), together with interest computed daily on the outstanding
principal balance hereunder, at an annual interest rate, and in accordance with
the payment schedule, indicated below.

1. RATE. The unpaid principal balance of this Note from day to day outstanding
which is not past due shall bear interest at a rate per annum equal to the
lesser of (i) the Maximum Rate (hereinafter defined) or (ii) the Stated Rate
(hereinafter defined) fixed for periods of one (1) month each and computed on
the Annual Basis (hereinafter defined).

     (a) The term "Stated Rate" means the LIBOR Funding Rate plus the Applicable
Margin (as hereinafter set forth).

     (b) The term "LIBOR Funding Rate" means the thirty (30) day rate of
interest set by Bank as the LIBOR Funding Rate as of and at any time during the
second Business Day immediately preceding the first day of such Interest Period,
for a term comparable to such Interest Period, as adjusted from time to time in
Bank's sole discretion for then applicable reserve requirements, deposit
insurance assessment rates and other regulatory costs.

     (c) The term "Business Day" shall mean a day on which Bank is open for
business and dealing in deposits in Memphis, Tennessee.

     (d) The term "Interest Period" shall mean, with respect to any LIBOR
Borrowing (hereinafter defined), a period from the 15th day of each month in
which the LIBOR Funding Rate shall become effective as to such LIBOR Borrowing
to the 14th day of the following month, subject however to the following:

         (i) if any Interest Period would otherwise end on a day which is not a
Business Day, the LIBOR Funding Rate shall be determined the immediately
preceding business day; and

         (ii) no Interest Period shall extend beyond the final maturity
date; and

     (e) The term " Applicable Margin" means the percentage added to the LIBOR
Funding Rate and shall be a function of the Funded Debt/EBITDA ratio as follows:





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<TABLE>
<CAPTION>
      Funded Debt/EBITDA                                LIBOR Applicable Margin
      <S>                                               <C>
           (i)   less than 1.00                                     0.50%
           (ii)  greater than = 1.00 and less than 1.50 x            .75%
           (iii) greater than = 1.50 and less than 2.00 x           1.00%
           (iv)  greater than = 2.00 and less than 2.25             1.25%
</TABLE>

     (f) The term "LIBOR Borrowing" as used herein means a separate and distinct
portion of the indebtedness evidenced by the Note bearing interest at a LIBOR
Funding Rate.

The term "Maximum Rate" as used in this Note means the maximum nonusurious rate
of interest per annum permitted by whichever of applicable United States federal
law or the law of the state of Tennessee permits the higher interest rate,
including to the extent permitted by applicable law, any amendments thereof
hereafter or any new law hereafter coming into effect to the extent a higher
Maximum Rate is permitted thereby. The Maximum Rate shall be applied by taking
into account all amounts characterized by applicable law as interest on the debt
evidenced by this Note, so that the aggregate of all interest does not exceed
the maximum nonusurious amount permitted by applicable law.


Notwithstanding any provision of this Note, Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the Maximum Rate; if any higher rate ceiling is lawful, then that
higher rate ceiling shall apply. Any payment in excess of such Maximum Rate
shall be refunded to Borrower or credited against principal, at the option of
Bank.

2. ANNUAL BASIS OR ACCRUAL METHOD. "Annual Basis" means computation of interest
at the Rate set forth above using a 365/360 day method (a daily amount of
interest is computed for a hypothetical year of 360 days; that amount is
multiplied by the actual number of days for which any principal is outstanding
hereunder).

3.   RATE CHANGE DATE.  The Stated Rate will change on the 15th day of each
month.

4.   PAYMENT SCHEDULE.

     All payments received hereunder shall be applied first to the payment
of any expense or charges payable hereunder or under any other loan documents
executed in connection with this Note, then to interest due and payable, with
the balance applied to principal, or in such other order as Bank shall determine
at its option. Availability under the revolving loan shall terminate on July 1,
2000, at which time the entire outstanding principal balance, plus all accrued
and unpaid interest, shall be due and payable in full. Interest calculated at
the variable rate set forth above shall be paid monthly (if not earlier paid as
set forth in Section 6 hereof) commencing on the 1st day of August, 1997, and
continuing on the same day of each and every month thereafter until maturity.

5.   REVOLVING FEATURE.

     Borrower may borrow, repay and reborrow hereunder at any time, up to a
maximum aggregate outstanding balance allowed at any one time of Twenty-Five
Million and No/100 Dollars ($25,000,000.00) provided that Borrower is not in
default under any provision of this Note, the Loan Agreement, any other
documents executed in connection with this Note, or any other note or other loan
documents now or hereafter executed in connection with any other obligation of
Borrower to Bank, and provided that the borrowings hereunder do not exceed any
borrowing base or other limitation on borrowings by Borrower. Bank shall incur
no liability for its refusal to advance funds based upon its determination that
any conditions of such further advances have not been met. Bank records of the
amounts borrowed from time to time shall be conclusive proof thereof.

6.   AUTOMATIC BORROWING AND PAYMENT.

     Borrower has elected to authorize Bank to effect payment of sums due under
this Note by means of debiting Borrower's account number 1800816405. Excess
collected deposit balances shall be applied daily to any accrued interest or
principal balances, or used to advance funds as needed if no sums are
outstanding under the loan. This authorization shall not affect the obligation
of Borrower to pay such sums when due, without notice, if there are insufficient
funds in such account to make such payment in full on the due date thereof, or
if Bank fails to debit the account.

7. WAIVERS, CONSENTS AND COVENANTS. Borrower, any indorser or guarantor hereof,
or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any indorsement or guaranty of this Note, or any other documents
executed in connection with this Note or any other note or other loan documents
now or hereafter executed in connection with any obligation of Borrower to 



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Bank (the "Loan Documents"); (b) consent to all delays, extensions, renewals or,
other modifications of this Note or the Loan Documents, or waivers of any term
hereof or of the Loan Documents, or release or discharge by Bank of any of
Obligors, or release, substitution or exchange of any security for the payment
hereof, or the failure to act on the part of Bank, or any indulgence shown by
Bank (without notice to or further assent from any of Obligors), and agree that
no such action, failure to act or failure to exercise any right or remedy by
Bank shall in any way affect or impair the obligations of any Obligors or be
construed as a waiver by Bank of, or otherwise affect, any of Bank's rights
under this Note, under any indorsement or guaranty of this Note or under any of
the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of
collection or defense of this Note or of any indorsement or guaranty hereof
and/or the enforcement or defense of Bank's rights with respect to, or the
administration, supervision, preservation, or protection of, or realization
upon, any property securing payment hereof, including, without limitation,
reasonable attorney's fees, including fees related to any suit, mediation or
arbitration proceeding, out of court payment agreement, trial, appeal,
bankruptcy proceedings or other proceeding, in such amount as may be determined
reasonable by any arbitrator or court, whichever is applicable.

8.   PREPAYMENTS.  Prepayments may be made in whole or in part at any time 
without penalty.

9.   DELINQUENCY CHARGE.  To the extent permitted by law, a delinquency charge 
may be imposed in an amount not to exceed four percent (4%) of any payment that
is more than fifteen (15) days late.

10. EVENTS OF DEFAULT. The following are events of default hereunder: (a) the
failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of NationsBank Corporation,
whether under this Note, the Loan Agreement, or any of the other Loan Documents,
as and when due (whether upon demand, at maturity or by acceleration) which
failure to pay is not cured within five (5) days of the date when due, and which
failure to perform is not cured within thirty (30) days after notice from Bank
to Borrower; (b) the failure to pay or perform any other obligation, liability
or indebtedness of any Obligor to any other party and such failure is not cured
within any applicable cure period; (c) the commencement of a proceeding against
any Obligor for dissolution or liquidation, the voluntary or involuntary
termination or dissolution of any Obligor or the merger or consolidation of any
Obligor with or into another entity (except as permitted by the Loan Documents);
(d) the insolvency of, the business failure of, the appointment of a custodian,
trustee, liquidator or receiver for or for any of the property of, the
assignment for the benefit of creditors by, or the filing of a petition under
bankruptcy, insolvency or debtor's relief law or the filing of a petition for
any adjustment of indebtedness, composition or extension by or against any
Obligor which is not dismissed within sixty (60) days after such filing; (e) the
determination by Bank that any representation or warranty made to Bank by any
Obligor in any Loan Documents or otherwise is or was, when it was made, untrue
or materially misleading; (f) the failure of any Obligor to timely deliver such
financial statements, including tax returns, other statements of condition or
other information, as Bank shall reasonably request from time to time; or (g)
the seizure or forfeiture of, or the issuance of any writ of possession,
garnishment or attachment, or any turnover order for any property of any
Obligor; (h) the entry of a judgment against any Obligor which Bank deems to be
of a material nature, in Bank's reasonable discretion, which judgment is not
appealed within the time period allowed by applicable law; (i) the reasonable
determination by Bank that it is insecure for any reason; (j) the reasonable
determination by Bank that a material adverse change has occurred in the
financial condition of any Obligor; or (k) the failure of Borrower's business to
comply in all material respects with any law or regulation controlling its
operation.

11. REMEDIES UPON DEFAULT. Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Bank (however acquired or evidenced) shall, at the option of Bank, become
immediately due and payable and any obligation of Bank to permit further
borrowing under this Note shall immediately cease and terminate, and/or (b) to
the extent permitted by law, the Rate of interest on the unpaid principal shall
be increased at Bank's discretion up to the Maximum Rate, or if none, 25% per
annum (the "Default Rate"). The provisions herein for a Default Rate shall not
be deemed to extend the time for any payment hereunder or to constitute a "grace
period" giving Obligors a right to cure any default. At Bank's option, any
accrued and unpaid interest, fees or charges may, for purposes of computing and
accruing interest on a daily basis after the due date of the Note or any
installment thereof, be deemed to be a part of the principal balance, and
interest shall accrue on a daily compounded basis after such date at the Default
Rate provided in this Note until the entire outstanding balance of principal and
interest is paid in full. Upon a default under this Note, Bank is hereby
authorized at any time, at its option and without notice or demand, to set off
and charge against any deposit accounts of any Obligor, (as well as any money,
instruments, securities, documents, chattel paper, credits, claims, demands,
income and any other property, rights and interests of any Obligor), which at
any time shall come into the possession or custody or under the control of Bank
or any of its agents, affiliates or correspondents, any and all obligations due
hereunder. Additionally, Bank shall have all rights and remedies available under
each of the Loan Documents, as well as all rights and remedies available at law
or in equity.

12. NON-WAIVER. The failure at any time of Bank to exercise any of its options
or any other rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a later date. All
rights and remedies of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights under this Note. No waiver of any of its rights hereunder, and no
modification or amendment of this Note, shall be deemed to be made by Bank
unless the same shall be in writing, 




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duly signed on behalf of Bank; each such waiver shall apply only with respect to
the specific instance involved, and shall in no way impair the rights of Bank or
the obligations of Obligors to Bank in any other respect at any other time. 

13. APPLICABLE LAW, VENUE AND JURISDICTION. This Note and the rights and
obligations of Borrower and Bank shall be governed by and interpreted in
accordance with the law of the State of Tennessee. In any litigation in
connection with or to enforce this Note or any indorsement or guaranty of this
Note or any Loan Documents, Obligors, and each of them, irrevocably consent to
and confer personal jurisdiction on the courts of the State of Tennessee or the
United States located within the State of Tennessee and expressly waive any
objections as to venue in any such courts. Nothing contained herein shall,
however, prevent Bank from bringing any action or exercising any rights within
any other state or jurisdiction or from obtaining personal jurisdiction by any
other means available under applicable law.

14. PARTIAL INVALIDITY. The unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or unenforceability of any provision of this Note or
of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

15. BINDING EFFECT. This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors, assigns, heirs and
personal representatives, provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.

16. CONTROLLING DOCUMENT. To the extent that this Note conflicts with or is in
any way incompatible with any other document related specifically to the loan
evidenced by this Note, this Note shall control over any other such document,
and if this Note does not address an issue, then each other such document shall
control to the extent that it deals most specifically with an issue.

17. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

     A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

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BORROWER REPRESENTS TO BANK THAT THE PROCEEDS OF THIS LOAN ARE TO BE USED
PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL PURPOSES. BORROWER
ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY, ALL TERMS
AND CONDITIONS OF THIS NOTE.

NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                                       MARK VII, INC.


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

                                       Name:    Philip L. Dunavant
                                       -----------------------------------------

                                       Title:   E.V.P. - C.F.O.
                                       -----------------------------------------

                                                /s/ Carol L. Clement
                                       -----------------------------------------
                                                Attest         A.V.P.

                                       

                                       MARK VII TRANSPORTATION COMPANY, INC.



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


                                       Name:    Philip L. Dunavant
                                       -----------------------------------------


                                       Title:   E.V.P. - Finance
                                       -----------------------------------------


                                                /s/ Carol L. Clement
                                       -----------------------------------------
                                                Attest         A.V.P.