MANAGEMENT AGREEMENT

     THIS  MANAGEMENT AGREEMENT (this "Agreement") is dated as of the 1st day of
August,  1998,  by  and  among  CHANCELLOR  ASSET  MANAGEMENT,  INC., a Delaware
corporation ("CAM") and M.R.B. Inc., a Georgia corporation d/b/a "Tomahawk Truck
and  Trailer Sales", Tomahawk Truck & Trailer Sale, Inc., a Florida corporation,
Tomahawk  Truck  &  Trailer  Sales of Virginia, Inc. a Virginia corporation, and
Tomahawk  Truck  &  Trailer  Sales  of  Missouri,  Inc.  a  Missouri corporation
(collectively  "MRB"  or  the  "Companies").

                                   WITNESSETH:

     WHEREAS,  MRB desires to obtain the benefits of the knowledge and expertise
of  the  executive,  managerial,  financial  and operational personnel of CAM to
assist  MRB  in  its  business,  and

     WHEREAS,  CAM is willing to so provide the assistance desired by MRB on the
terms  and  conditions  herein  provided.

NOW,  THEREFORE,  in  consideration  of  the mutual agreements and covenants set
forth  herein,  and  for  other  good  and  valuable consideration, the receipt,
adequacy  and  sufficiency  of which are hereby acknowledged, the parties hereto
covenant  and  agree  as  follows:

1.     Services.  During  the  term of this Agreement, CAM shall (a) provide and
make  available  to MRB general advice and assistance with respect to MRB's used
transportation  equipment  retail  and  wholesale  business  ("Used  Equipment
Business"),  upon  reasonable  advance  notice  from  MRB,  (b) refer to MRB all
opportunities  and  leads relating to the Used Equipment Business (collectively,
the "Services"), c) to assist in negotiating and arranging financing, upon which
MRB  is  dependent,  that  will extend current inventory financing lines of
credit  with  current  financing  institutions  and  identify and negotiate with
prospective  financing  sources  to  provide additional much needed increases in
inventory  and floor planning lines of credit, and d) provide CAM's expertise in
general  financial,  accounting,  business  development, and information systems
that  has  been  identified by MRB as currently lacking in the MRB organization.
Nothing herein contained shall be deemed in any way to obligate CAM to add to or
maintain  beyond  its  general  needs  any  personnel,  facilities or equipment.

2.     Consideration.  In  consideration of CAM's provision of the Services, MRB
assigns to CAM all rights to MRB's Gross Revenues and Net Profits for the period
from  August 1, 1998 through the termination date of this agreement as set forth
below.  For  purposes  of  this  Agreement, Net Profits are defined as all Gross
Revenues  earned  less  the  cost  of  revenues  and  the  operating expenses as
determined  in  accordance  with  generally accepted accounting principles.  The
assignment  of  such  Gross  Revenues  Net  Profits  is not deemed in any way to
obligate CAM in regards to any and all liabilities incurred by MRB and in no way
indemnifies  MRB,  its management or shareholders from liabilities incurred as a
result  of  CAM  performing  the  Services.

3.     Term.  This  Agreement shall continue in full force and effect until such
time  that  either  party  mutually  agrees  to  terminate  this  Agreement upon
reasonable  notification.

4.     Miscellaneous.
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a)     Nothing  contained  herein shall negate or lessen or in any way effect or
reduce the representations and warranties and indemnifications of the respective
     parties  in  any  future  agreements.
b)     Neither  this  Agreement  nor  any  term,  covenant,  condition  or other
provision  hereof  may be changed, waived, discharged or terminated except by an
instrument  in  writing  signed  by  the  party against which enforcement of the
change,  waiver,  discharge  or  termination  is  sought.
c)     This  Agreement  shall  be  governed  by,  and  construed and enforced in
accordance  with,  the  laws  of  the  Commonwealth  of  Massachusetts.
d)     This Agreement may be executed in several identical counterparts, each of
which  when  executed  by the parties hereto and delivered shall be an original,
but all of which together shall constitute a single instrument.  In making proof
of this Agreement, it shall not be necessary to produce or account for more than
one  such  counterpart.

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     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  an  instrument  under  seal  as  of  the  date  first  written.

M.R.B,  INC.

By:     /s/  M.  Rea  Brookings_
        ------------------------
Name:   M.  Rea  Brookings
Title:  President

CHANCELLOR  ASSET  MANAGEMENT,  INC.

By:     /s/  Franklyn  E.  Churchill
        ----------------------------
Name:   Franklyn  E.  Churchill
Title:  President