<PAGE>
                            TERMS OF CLASS A WARRANTS

         1. Warrants/Warrant Certificates. Each Warrant shall entitle the holder
(the "Registered Holder" or, in the aggregate, the "Registered Holders") in
whose name the Warrant Certificate shall be registered on the books maintained
by the Company to purchase one share of Common Stock of the Company on exercise
thereof, subject to modification and adjustment as provided in Section 7. A copy
of the form of Warrant Certificate is attached hereto as Exhibit A.

         Subject to the provisions of Sections 3, 5 and 6, the Company shall
deliver Warrant Certificates in required whole number denominations to
Registered Holders in connection with any transfer or exchange permitted under
this Agreement. Except as provided in Section 6 hereof, no Warrant Certificates
shall be issued except (i) Warrant Certificates initially issued hereunder, (ii)
Warrant Certificates issued on or after the initial issuance date, upon the
exercise or conversion of any Warrants, to evidence the unexercised or
unconverted Warrants held by the exercising Registered holder, and (iii) Warrant
Certificates issued after the initial issuance date, upon any transfer or
exchange of Warrant Certificates or replacements of lost or mutilated Warrant
Certificates.

         2. Form and Execution of Warrant Certificates. The Warrant Certificates
shall be substantially in the form attached as Exhibit A. The Warrant
Certificates shall be dated as of the date of their issuance, whether on initial
issuance, transfer, or exchange or in lieu of mutilated, lost, stolen or
destroyed Warrant Certificates.

         Each such Warrant Certificate shall be numbered serially in accordance
with the Common Stock initially attached thereto with the letters "WA" appearing
on each Warrant Certificate.

         3.       Exercise and Conversion.

                  (a) Subject to the provisions of Sections 4 and 7, the
Warrants may be exercised at a price (the "Exercise Price") of $.625 in whole or
in part at any time during the period (the "Exercise Period") commencing August
31, 2001, and terminating August 31, 2006 (the "Expiration Date"), unless
extended by a majority vote of the Company's Board of Directors at its
discretion. The Company shall promptly notify the Company of any extension of
the Exercise Period of the Warrants.

         A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date (the "Exercise Date") of the surrender for
exercise of the Warrant Certificate. The exercise form shall be executed by the
Registered Holder thereof or his attorney duly authorized in writing and will be
delivered together with payment to the Company in cash, bank wired funds, or by
bank or certified check, of an amount equal to the aggregate applicable Exercise
Price, in lawful money of the United States of America.

                  (b) In addition to and without limiting the rights of the
Warrant Holder under the terms of the Warrant, the Holder shall have the right
(the "Conversion Right") to convert the Warrant evidenced by this certificate or
any portion thereof into Shares as provided in this section at any time or from
time to time prior to its expiration.

         Upon exercise of the Conversion Right with respect to a particular
number of Shares (the "Conversion Shares"), the Company shall deliver to the
Holder, without payment by the Holder of any Exercise Price or any cash or other
consideration, that number of Shares equal to the value (as determined below) of
the Warrants computed using the following formula:


<PAGE>


                           X = Y(A-B)
                           ---------
                               A

Where:                     X =   the number of Shares to be issued to the
                                 Holder;

                           Y =   the number of Warrants to be exercised under
                                 the Warrant;

                           A =   the Current Market Price of one share of Common
                                 Stock; and

                           B =   the Share Exercise Price.

         No fractional securities shall be issuable upon exercise of the
Conversion Right, and if the number of securities to be issued in accordance
with the foregoing formula is other than a whole number, the Company shall pay
to the Holder an amount in cash equal to the Current Market Price of the
resulting fractional Share.

         The Current Market Price shall be determined as follows: (a) if the
security at issue is listed on a national securities exchange or admitted to
unlisted trading privileges on such an exchange or quoted on either the Nasdaq
National Market or the Nasdaq Small Cap Market, the Current Market Price shall
be the last reported high bid price of that security on such exchange or system
at 4:00 PM EST on the day immediately before the event; or (b) if the security
at issue is not so listed or quoted or admitted to unlisted trading privileges,
the Current Market Price shall be the last reported high bid price of that
security on the OTC Bulletin Board at 4:00 PM EST on the day immediately before
the event; or (c) if the security at issue is not so listed or quoted or
admitted to unlisted trading privileges and bid and asked prices are not
reported, the Current Market Price shall be determined in such reasonable manner
as may be prescribed from time to time by the Board of Directors of the Company.

         The Conversion Right may be exercised by the Holder by the surrender of
the Warrant at the principal office of the Company or at the office of the
Company's stock transfer agent, if any, together with a written statement
specifying that the Holder thereby intends to exercise the Conversion Right and
indicating the number of Shares subject to the Warrant which are being
surrendered on the reverse side of the Warrant, in exercise of the Conversion
Right. Such conversion shall be effective upon receipt by the Company of the
Warrant, or on such later date as is specified therein (the "Conversion Date"),
but not later than the Expiration Date. Certificates for the Converted Shares
issuable upon exercise of the Conversion Right, together with a check in payment
of any fractional Warrant Share and, in the case of a partial exercise a new
Warrant evidencing the Warrant Shares remaining subject to the Warrant, shall be
issued as of the Conversion Date and shall be delivered to the Holder within
seven (7) days following the Conversion Date.

                  (c) Unless Warrant Shares may not be issued as provided
herein, the person entitled to receive the number of Warrant Shares deliverable
on exercise or conversion shall be treated for all purposes as the holder of
such Warrant Shares as of the close of business on the Exercise or Conversion
Date. In addition, the Company shall also, at such time, verify that all of the
conditions precedent to the issuance of Warrant Shares set forth in Section 4
have been satisfied as of the Exercise or Conversion Date. If any one of the
conditions precedent set forth in Section 4 are not satisfied as of the Exercise
or Conversion Date, the Company shall request written instructions from the
Registered Holder as to whether to return the Warrant and Exercise Price (if
applicable) to the exercising or converting Registered Holder or to hold the
same until all such conditions have been satisfied. The Company shall not be
obligated to issue any fractional share interests in Warrant Shares issuable or
deliverable on the exercise or conversion of any Warrant but cash will be paid
in lieu of any fractional share. If more than one Warrant shall be exercised or
converted at one time by the same Registered Holder, the number of full


                                       2
<PAGE>

Shares which shall be issuable on exercise or conversion thereof shall be
computed on the basis of the aggregate number of full shares issuable on such
exercise or conversion.

         Within ten days after the Exercise or Conversion Date, and in any event
prior to the applicable Expiration Date, pursuant to a Stock Transfer Agreement
between the Company and its stock transfer agent, the Company shall cause to be
issued and delivered to the person or persons entitled to receive the same, a
certificate or certificates for the number of Warrant Shares deliverable on such
exercise or conversion. No adjustment shall be made in respect of cash dividends
on Warrant Shares delivered on exercise or conversion of any Warrant.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute owner thereof for all purposes., The Warrants shall not
entitle the holder thereof to any of the rights of shareholders or to any
dividend declared on the Common Stock unless the holder shall have exercised or
converted the Warrants and purchased the shares of Common Stock prior to the
record date fixed by the Board of Directors of the Company for the determination
of holders of Common Stock entitled to such dividend or other right.

         4. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized Common
Stock such number of shares as shall then be issuable on the exercise of all
outstanding Warrants. The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

         If any shares of Common Stock to be reserved for the purpose of
exercise of warrants hereunder require any other registration with or approval
of any government authority under any federal or state law before such shares
may be validly issued or delivered, then the Company covenants that it will in
good faith and as expeditiously as possible endeavor to secure such registration
or approval, as the case may be. No Warrant Shares shall be issued unless and
until any such registration requirements for which no valid exemption exist have
been satisfied.

         5. Registration of Transfer. The Warrant Certificates may be
transferred in whole or in part. Warrant Certificates to be exchanged shall be
surrendered to the Company at its Corporate Office. The Company shall keep
transfer books at its Corporate Office that shall register Warrant Certificates
and the transfer thereof. On due presentment for registration of transfer of any
Warrant Certificate at such office, the Company shall execute, issue, and
deliver to the transferee or transferees a new Warrant Certificate or
Certificates representing an equal aggregate number of Warrants. All Warrant
Certificates presented for registration of transfer or exercise shall be duly
endorsed or be accompanied by a written instrument or instruments or transfer in
form satisfactory to the Company. At the time of exercise the Company shall be
responsible for any transfer fees and or taxes payable upon issuance of the
common stock unless Registered Holder requests such common stock to be
registered in a name other than Registered Holder.

         All Warrant Certificates so surrendered, or surrendered for exercise or
conversion, or for exchange in case of mutilated Warrant Certificates, shall be
promptly cancelled by the Company and thereafter retained by the Company. Prior
to due presentment for registration of transfer thereof, the Company may treat
the Registered Holder of any Warrant Certificate as the absolute owner thereof
unless the Company has received written notification of the pledge or
hypothecation of the warrant (notwithstanding any notations of ownership or
writing thereon made by anyone other than the Company or the Company).


                                       3
<PAGE>

         6. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate, the Company shall execute and deliver in
lieu thereof, a new Warrant Certificate representing an equal aggregate number
of Warrants. In the case of loss, theft, or destruction of any Warrant
Certificate, the individual requesting issuance of a new Warrant Certificate
shall be required to indemnify the Company in an amount satisfactory to it. In
the event a Warrant Certificate is mutilated, such Certificate shall be
surrendered and cancelled by the Company prior to delivery of a new Warrant
Certificate. Applicants for a new Warrant Certificate shall also comply with
such other regulations and pay such other reasonable charges as the Company may
prescribe.

         7. Adjustment of Exercise Price and Shares. After each adjustment of
the Exercise Price(s) pursuant to this Section 7, the number of shares of Common
Stock purchasable upon the exercise of each Warrant shall be the number
receivable upon exercise thereof prior to such adjustment multiplied by a
fraction, the numerator of which shall be the original Exercise Price as defined
in Section 3 above and the denominator of which shall be such adjusted Exercise
Price. The Exercise Price of the Warrants shall be subject to adjustment as set
forth below:

                  (a)(i) In case the Company shall hereafter (A) pay a dividend
or make a distribution on its Common Stock in shares of its capital stock
(whether shares of Common Stock or of capital stock of any other class), (B)
subdivide its outstanding shares of Common Stock, (C) combine its outstanding
shares of Common Stock into a smaller number of shares, or (D) issue by
reclassification of its shares of Common Stock any shares of capital stock of
the Company, the Exercise Price in effect immediately prior to such action shall
be adjusted so that the Registered Holder of any Warrant thereafter exercised
shall be entitled to receive the number of shares of capital stock of the
Company which he would have owned immediately following such action had such
Warrant been exercised immediately prior thereto. An adjustment made pursuant to
this subsection shall become effective immediately after the record date in the
case of a dividend and shall become effective immediately after the effective
date in the case of a subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection, the Registered Holder
of any Warrant thereafter exercised shall become entitled to receive shares of
two or more classes of capital stock of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a statement
filed with the Company) shall determine the allocation of the adjusted Exercise
Price between or among shares of such classes of capital stock.

                     (ii) In any case in which this Section 7(a) shall require
that an adjustment to the Exercise Price be made immediately following a record
date, the Company may elect to defer (but only until five business days
following the receipt by the Company of the certificate of independent public
accountants described in subsection (i) of Section 7(d)) issuing to the holder
of any Warrants exercised after such record date the shares of Common Stock and
other capital stock of the Company issuable upon such exercise over and above
the shares of Common Stock and other capital stock of the Company issuable upon
such exercise on the basis of the Exercise Price prior to adjustment.

                     (iii) No adjustment in the Exercise Price shall be required
to be made unless such adjustment would require an increase or decrease of at
least $.05; provided, however, that any adjustments which by reason of this
subsection are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 7
shall be made to the nearest cent or to the nearest one tenth of a share, as the
case may be, but in no event shall the Company be obligated to issue fractional
shares upon the exercise of any Warrant.

                  (b) In case of any reclassification or change of outstanding
shares of Common Stock issuable upon exercise of the Warrants (other than a
change in par value or from par value to no par value or from no par value to
par value or as a result of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a Subsidiary in which merger the Company is the continuing
corporation and which does not result in any


                                       4
<PAGE>
reclassification or change of the then outstanding shares of Common Stock or
other capital stock issuable upon exercise of the Warrants other than a change
in par value or from par value to no par value or from no par value to par
value) or in the case of any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety, then, as
a condition of such reclassification, change, consolidation, merger, sale or
conveyance, the Company, or such successor or purchasing corporation, as the
case may be, shall make lawful and adequate provision whereby the Registered
Holder of each Warrant then outstanding shall have the right thereafter to
receive on exercise of such Warrant the kind and amount of shares of stock and
other securities and property receivable upon such reclassification change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon exercise of such Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance and the
Company or its successors shall forthwith file at the Corporate Office of the
Company a statement setting forth such provisions signed by (1) its Chairman of
the Board or Vice Chairman of the Board or President or a Vice President and (2)
by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant
Secretary evidencing such provisions. Such provisions shall include provision
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in Section 7(a). The above provisions of this Section
7(b) shall similarly apply to successive reclassifications and changes of shares
of Common Stock and to successive consolidations, mergers, sales, or
conveyances.

                  (c) Before taking any action which could cause an adjustment
reducing either Exercise Price below the then par value of the shares of Common
Stock issuable upon exercise of any Warrants, the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
shares of such Common Stock at such adjusted Exercise Price.

                  (d)(i) Upon any adjustment of the Exercise Price required to
be made pursuant to this Section 7, the Company within 30 days thereafter shall
(A) cause to be obtained a certificate of a firm of independent accountants
setting forth the Exercise Price after such adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based and (B) cause to be mailed to each of the Registered
Holders of the Warrants written notice of such adjustment. Where appropriate,
such notice may not be given in advance and included as a part of the notice
required to be mailed under the provisions of subsection 7(d)(ii).

                  (ii) In case at any time:

                  (A) The Company shall declare any dividend upon its Common
Stock payable otherwise than in cash or in Common Stock of the Company; or

                  (B) The Company shall offer for subscription to the holders of
its Common Stock any additional shares of stock of any class or any other
securities convertible into shares of stock or any rights to subscribe thereto;
or

                  (C) There shall be any capital reorganization or
reclassification of the capital stock of the Company, or a sale of all or
substantially all of the shares of the assets of the Company, or a consolidation
or merger of the Company with another corporation (other than a merger with a
Subsidiary in which merger the Company is the continuing corporation and which
does not result in any reclassification or change of the then outstanding shares
of Common Stock or other capital stock issuable upon exercise of the Warrants
other than a change in par value or from par value to no par value or from no
par value to par value); or

                  (D) There shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to each of the


                                       5
<PAGE>
Registered Holders of the Warrants, at the earliest practicable time (and, in
any event, not less than 20 days before any record date or other date set for
definitive action), written notice of the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution or
subscription rights or such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up shall take place,
as the case may be. Such notice shall also set forth such facts as shall
indicate the effect of such action (to the extent such effect may be known at
the date of such notice) on the Exercise Price and the kind and amount of the
shares of stock and other securities and property deliverable upon exercise of
the Warrants. Such notice shall also specify the date as of which the holders of
the Common Stock of record shall participate in said dividend, distribution or
subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be (on which date, in the event of voluntary or
involuntary dissolution, liquidation or winding up of the Company, the right to
exercise the Warrants shall terminate).

         8. Reduction in Exercise Price at Company's Option. In addition to any
adjustments made to the Exercise Price pursuant to Section 7, the Company's
Board of Directors may, at its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the life of such Warrants or any
shorter period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Company and the Registered Holders of any such
reductions in the Exercise Price.

         9. Piggy-Back Registration Rights. If at any time prior to the
Expiration Date the Company files a registration statement with the Commission
pursuant to the Securities Act of 1933, or pursuant to any other act passed
after the date of this Agreement, which filing provides for the sale of
securities by the Company or any other persons to the public, the Company shall
offer to the Registered Holders of the Warrants and the holders of any Warrant
Shares the opportunity to register the Warrant Shares at the Company's sole
expense. Notwithstanding anything to the contrary, this Section 9 shall not be
applicable to a registration statement registering securities issued pursuant to
an employee benefit plan or as to a transaction subject to Rule 145 promulgated
under the Act or for which a Form S-4 registration statement could be used.

         The Company shall deliver written notice to the Registered Holders of
the Warrants and to any holders of the Warrant Shares of its intention to file a
registration statement under the Act at least 60 days prior to the filing of
such registration statement, and the Registered Holders and holders of Warrant
Shares shall have 30 days thereafter to request in writing that the Company
register or qualify the Warrant Shares or the Warrant Shares underlying the
unexercised portion of the Warrants in accordance with this Section 9. Upon
delivery of such a written request within the specified time, the Company shall
be obligated to include in its contemplated registration statement all
information necessary or advisable to register or qualify the Warrant Shares or
Warrant Shares underlying the unexercised portion of the Warrants for a public
offering, if the Company does file the contemplated registration statement;
provided, however, that neither the delivery of the notice by the Company nor
the delivery of a request by a Registered Holder or by a holder of Warrant
Shares shall in any way obligate the Company to file a registration statement.
Furthermore, notwithstanding the filing of a registration statement, the Company
may, at any time prior to the effective date thereof, determine not to offer the
securities to which the registration statement relates.

         The Company shall comply with the requirements of this Section 9 at its
own expense. That expense shall include, but not be limited to, legal,
accounting, consulting, printing, federal and state filing fees, NASD fees,
out-of-pocket expenses incurred by counsel, accountants and consultants retained
by the Company, and miscellaneous expenses directly related to the registration
statement and the offering. However, this expense shall not include the portion
of any underwriting commissions, transfer taxes, and the underwriter's
accountable and non-accountable expense allowances attributable to the offer and
sale of


                                       6
<PAGE>
the Warrant Shares and the Warrant Shares underlying the unexercised portion of
the Warrants, all of which expenses shall be borne by the Registered Holders of
the Warrants and the holders of the Warrant Shares registered.

         10. Modification of Agreement. The Company may make any changes or
corrections in this document (i) that it shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent provision or mistake or
error herein contained provided, however, this document shall not otherwise be
modified, supplemented or altered in any respect except with the consent in
writing of the Registered Holders of Warrant Certificates representing not less
than 100% of the Warrants outstanding. Additionally, except as provided in
Section 7, no change in the number or nature of the Warrant Shares purchasable
on exercise of a Common Stock Purchase Warrant, increase in the purchase price
therefor, or the acceleration of the Expiration Date of a Warrant shall be made
without the consent in writing of the Registered Holder of the Warrant
Certificate representing such Warrant, other than such changes as are
specifically prescribed or allowed by this Agreement.

         11. Notices. All notices, demands, elections, opinions or requests
(however characterized or described) required or authorized hereunder shall be
deemed given sufficiently if in writing and sent by registered or certified
mail, return receipt requested and postage prepaid, or by tested telex, fax,
telegram or cable to, in the case of the Company:

                  Elite Logistics, Inc.
                  1201 N. Ave. H
                  Freeport, Texas  77541

with a copy to:   [Name]
                  [Address]
                  [City][State][ZIP]

and if to the Registered Holder of a Purchase Warrant Certificate, at the
address of such holder as set forth on the books maintained by the Company.

         12. Severability. If any provision of this document shall be held,
declared or pronounced void, voidable, invalid, unenforceable, or inoperative
for any reason by any court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall not affect adversely
any other provision of this Agreement, which shall otherwise remain in full
force and effect and be enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.

         13. General Provisions. This document shall be construed and enforced
in accordance with, and governed by, the laws of the State of Colorado. Except
as otherwise expressly stated herein, time is of the essence in performing
hereunder. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement may not be modified or
amended or any term or provisions hereof waived or discharged except in writing
signed by the party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this document are for
convenience in reference only and shall not limit or otherwise affect the
meaning hereof.


                                        7
<PAGE>

                                                     Exhibit A - Class A Warrant
                                                        CERTIFICATE NO. WA-ELOG-

THE SECURITIES REPRESENTED BY THIS CERTIEFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR OTHER- WISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE LAW, THE
AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

                                     WARRANT

                      TO PURCHASE SHARES OF COMMON STOCK OF

                              ELITE LOGISTICS, INC.
                              An Idaho Corporation

THIS CERTIFIES that, for value received, [Name][Address][City][State][Zip] or
assigns (the "Holder"), is entitled to purchase from Elite Logistics, Inc., a
Idaho corporation (the "Company"), up to 10,000 fully paid and nonassessable
shares of common stock of the Company (the "Common Stock"), at any time
commencing on the date hereof, and terminating on August 31, 2006, at the
purchase price of $.625 per share (the "Exercise Price"), as provided in Section
1 of the Terms of Warrants. This Warrant is issued pursuant to the Terms of
Warrants (the "Warrant Terms"), and is subject to all the terms thereof,
including the registration rights and limitations on transferability set forth
therein. The Holder accepts the terms and provisions of this Warrant
Certificate, and acknowledges receipt thereof.

         The number of shares purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as set forth in
the Warrant Terms.

         This Warrant may be exercised or converted in whole or in part by
presentation of this Warrant with the Purchase Form on the last page hereof duly
executed, concurrently with payment of the Aggregate Exercise Price (as defined
in Section 3 of the Warrant Terms) at the offices of the Company, 1201 N. Ave.
H, Freeport, Texas 77541. Payment of the Aggregate Exercise Price shall be made
at the option of the Holder in cash, bank wired funds, or by bank or certified
check.

         Upon any partial exercise or conversion of this Warrant, there shall be
issued to the Holder a new Warrant in respect of the shares of Common Stock as
to which this Warrant shall not have been exercised. This Warrant may be
exchanged at the office of the Company by surrender of this Warrant Certificate,
properly endorsed either separately or in combination with one or more other
Warrants, for one or more new Warrants entitling the Holder thereof to purchase
the same aggregate number of shares as were purchased on exercise of the Warrant
or Warrants exchanged. No fractional shares will be issued upon the exercise of
this Warrant, but the Company may pay the cash value of any fraction upon the
exercise of one or more Warrants. This Warrant is transferable at the office of
the Company, in the manner and subject to the limitations set forth in the
Warrant Agreement.

         The Holder hereof may be treated by the Company and all other persons
dealing with this Warrant, as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented hereby, or to the
transfer hereof on the books of the Company, and until such transfer on such
books, the Company may treat the Holder hereof as the owner for all purposes
unless the Company has received written notification of the pledge or
hypothecation of the warrant.


                                       8
<PAGE>

         This Warrant does not entitle any Holder hereof to any of the rights of
a stockholder of the Company.

This Warrant shall not be valid or obligatory for any purpose until it shall
have been signed by the Company.

DATED:

ATTEST
                                            ELITE LOGISTICS, INC.,
                                            a Idaho Corporation

By:


------------------------------              ------------------------------
Secretary                                   Its: President


                                       9
<PAGE>

                                  PURCHASE FORM

                                                              Dated ____________

The undersigned hereby irrevocably elects to exercise the Warrant represented by
this Warrant Certificate No. WA-ELOG to the extent of purchasing       shares of
Common Stock of Elite Logistics, Inc., and hereby makes payment of $     payment
of the Aggregate Exercise Price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name
    ---------------------------------------------------------------------------
                  (Please type or print name in block letters)

Address
       ------------------------------------------------------------------------

Signature
         -----------------------------------------------------------------------

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED,                   hereby sells, assigns, and transfers unto
                    ------------------

Name
    ---------------------------------------------------------------------------


Address
        -----------------------------------------------------------------------

the right to purchase Common Stock of Elite Logistics, Inc. represented by this
Warrant Certificate No. ___ to the extent of __________ shares as to which such
right is exercisable and does hereby irrevocably constitute and appoint
_____________________ Attorney, to transfer the same on the books of the Company
with full power of substitution.

Date
     -------------------------------

Signature
         ----------------------------------------------------------------------

                             WARRANT CONVERSION FORM

Pursuant to Section 3(b) of the Warrant Terms, the Holder hereby irrevocably
elects to convert Warrants with respect to Shares of the Company into Shares of
the Company. A conversion calculation is attached hereto as Exhibit B-1.

         The undersigned requests that certificates for such Shares be issued as
follows:

Name:
             ------------------------------------------------------------------

Address:
             ------------------------------------------------------------------

Deliver to:
             ------------------------------------------------------------------

and that a new Warrant Certificate for the balance remaining of the Warrants, if
any, subject to the Warrant be registered in the name of, and delivered to, the
undersigned at the address stated above.

Date
     ---------------------------------------

Signature
         ----------------------------------------------------------------------


                                       10
<PAGE>


                                                                     Exhibit B-1

                        CALCULATION OF WARRANT CONVERSION



Number of Shares to be issued to the Holder ("Converted Shares")   =  Y(A-B)
                                                                      ------
                                                                        A

Where:                     Y =   the number of Warrants to be exercised under
                                 the Warrant;

                           A =   the Current Market Price of one share of Common
                                 Stock; and

                           B =   the Exercise Price.

Converted Shares                     =
                                        --------------------------

Fractional Converted Shares          =                            (1)
                                        --------------------------



(1)  Elite Logistics, Inc. to pay for fractional Shares in cash
@ $                      per Share.
   ---------------------


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