Security  Agreements  in  substantially  the  following  form  secruing
indebtedness under the Master Revolving Note (Exhibit 4.5(b)) have been executed
by Morgan Drive Away,  Inc.  Morgan  Finance,  Inc.,  TDI,  Inc. and  Interstate
Indemnity Company.

                          KEYBANK NATIONAL ASSOCIATION
                             MORGAN DRIVE AWAY, INC.
                               SECURITY AGREEMENT


         THIS SECURITY AGREEMENT  ("Agreement") executed and to be effective the
27 day of March, 1997, by MORGAN DRIVE AWAY, INC. ("Company"),  whose address is
2746 Old U.S.  20  West,  Elkhart,  Indiana  46514,  to and in favor of  KEYBANK
NATIONAL ASSOCIATION  ("Bank"),  whose address is 127 Public Square,  Cleveland,
Ohio 44114, in consideration of credit extended or to be extended,  or financial
accommodation given or to be given by Bank to Company,  Company agrees with Bank
as follows:

         1.0 Grant of Security  Interest by  Company.  Company  grants to Bank a
continu ing security interest in:

                  (a) All of the Company's accounts (the "Accounts"), which term
         includes,  but is not  limited  to, the  Company's  accounts,  contract
         rights, notes, drafts, accep tances and other forms of receivables, now
         existing  and all such as may  hereafter  come into  existence  and any
         security held by the Company for any of the foregoing;

                  (b) All of the Company's  inventory (the  "Inventory"),  which
         term includes, but is not limited to, all goods,  merchandise and other
         personal  property  now owned and  hereafter  acquired by the  Company,
         wherever located,  which are held for sale or lease or are furnished or
         to be furnished under a contract of service and/or raw materials, part,
         finished goods, work in process and materials used or consumed or to be
         used or consumed in the  Company's  business,  including  all  contract
         rights relating to, and documents representing, the above;

                  (c) All of the  Company's  equipment  now owned and  hereafter
         acquired (the "Equipment"), which term includes, but is not limited to,
         all  of  the  Company's  machinery,   parts,  tools,   furniture,   and
         accessories, of whatever name, nature, kind or description and wherever
         located,  together  with  all  attachments,  additions  and  accessions
         thereto, and added and substituted parts,  equipment and repairs now or
         hereafter  placed  upon such  property,  whether  because of  necessary
         repairs or otherwise;

                  (d) All of the  Company's  general  intangibles  now owned and
         hereafter  acquired (the  "General  Intangibles"),  including,  but not
         limited to, (i) all  contracts  (whether  completed  or not);  (ii) all
         judgments,  patents, trademarks, trade styles, trade or business names,
         service marks, bids and proposals,  logos,  copyrights,  trade secrets,
         engineering  reports,  plans,  blueprints,  drafting papers,  licenses,
         permits, tax or other refunds, programs,  inventions,  models, business
         or technical data,  processes,  product formulas,  mailing and customer
         lists, books and records (including  research and development costs and
         records and accounting records), and goodwill; (iii) all rights,

                                                         1

<PAGE>



         applications,  continuations,  renewals,  substitutions,  improvements,
         modifications  and extensions in any manner related  thereto;  and (iv)
         all  proceeds and products  thereof,  including  but not limited to all
         license  royalties and royalty  rights,  payments made under  insurance
         policies,  unliquidated  claims,  publication  rights,  and proceeds of
         infringement suits and any other suits;

                  (e) All monies, credits, documents, instruments, chattel paper
         and other  property  of any nature  whatsoever  of the  Company  now or
         hereafter  in the  possession  of,  in  transit  to or from,  under the
         custody or control of, or on deposit with  (whether held by the Company
         individually  or  jointly  with  another),  the  Secured  Party  or any
         affiliate  of the  Secured  Party,  including  but not  limited to cash
         collateral accounts; and

                  (f) The  proceeds  and  products of the  foregoing in whatever
         form the same may be,  including,  but not  limited to,  proceeds  from
         insurance policies (including,  without limitation,  proceeds of credit
         insurance policies).

All of the above  property  in which a  continuing  security  interest  has been
granted to Bank by Company is collectively referred to as the "Collateral".

         2.0      Indebtedness Secured by Agreement.

                  2.1 Indebtedness.  The continuing security interest granted to
         Bank by Company in this Agreement is to secure the payment of:

                  All obligations, liabilities and indebtedness of Company to or
         in favor of Bank of every  kind and  description,  direct or  indirect,
         absolute  or   contingent,   primary  or   secondary,   liquidated   or
         unliquidated,  joint,  several or joint and  several,  due or to become
         due,  now  existing or  hereafter  arising,  and  howsoever  evidenced,
         including,  but not limited to, principal,  interest,  future advances,
         any duty to act or refrain from acting,  and any and all  extensions or
         renewals of all the foregoing,  and all costs and expenses  incurred by
         Bank in collecting  any of the foregoing and in protecting or enforcing
         Bank's rights under this  Agreement,  including  reasonable  attorneys'
         fees (the "Indebtedness").

                  2.2 Note Legends. Each loan or advance made by Bank to Company
         to be secured hereby, upon request of Bank, may be evidenced by certain
         Notes  of  Company  to  Bank,  and all  such  notes  may  bear a legend
         referring to this Security  agreement.  The omission of the legend from
         any note shall not affect  its  secured  status and it shall be secured
         under this Agreement.

                  2.3  Payment  of  Indebtedness.  Company  agrees  to  pay  all
         Indebtedness to Bank when due,  whether at maturity or by acceleration,
         all without relief from valua tion and  appraisement  laws and with the
         costs and expenses of collection, and reason able attorneys' fees.

         3.0 Representations  and Warranties of Company.  Company represents and
warrants to Bank the  following,  all of which shall  survive the  execution and
delivery of this  Agreement  and the making of any and all  extensions of credit
and/or granting of financial accommodations secured by this Agreement.

                  3.1 Organization  and Location.  Company is a corporation duly
         organized, existing and in good standing under the laws of the State of
         Indiana and is in good standing as a foreign corporation  authorized to
         do business in each jurisdiction  where failure to qualify would have a
         material  adverse  effect on  Company  or  Company's  business,  or any
         adverse  effect on Bank's  rights or  interests  under this  Agreement.
         Company's principle place of business and corporate  headquarters is at
         the address  indicated for Company at the beginning of this  Agreement,
         and Company has its sole and only place of business at such address or,
         if Company  has more than one place of  business,  its chief  executive
         office is at such address.

                  3.2 Authority.  Company has incurred the  Indebtedness for its
         business operations,  and the Collateral is now or will, when acquired,
         be only  used in such  business  operations  and for no  other  purpose
         without the prior written  consent of Bank;  none of the  provisions of
         this Agreement contravenes or is in conflict with the provisions of any
         existing  loan,  loan  agreement  or other  agreement  of Company,  and
         Company has taken all necessary  action to authorize the  Indebtedness,
         the execution and delivery of this  Agreement and all other things,  as
         may be required under this Agreement.

                  3.3 Financial  Information.  Subject to any limitations stated
         in or in con nection with them, all balance sheets, earnings statements
         and other  financial data which have been or may hereafter be furnished
         to Bank to induce Bank to make  extensions of credit  and/or  financial
         accommodations  to or for the benefit of Company,  do and shall  fairly
         represent the financial  condition of Company as of the dates indicated
         and all results of Company's  operations for the periods for which they
         are furnished, and all other information,  reports and other papers and
         data  furnished  to Bank  are or  shall  be,  at the  time  they are so
         furnished,  accurate and correct in all material  respects and complete
         insofar  as  completeness  may be  necessary  to give  Bank a true  and
         accurate  knowledge of the subject  matter.  There has been no material
         adverse  change,  financial or  otherwise,  in the condition of Company
         from the period for which such financial data has been provided and the
         date of this  Agreement,  except as disclosed in such data  provided to
         Bank.

                  3.4 No Adverse  Litigation  or  Proceedings.  No litigation or
         proceedings of any governmental body are pending or threatened,  to the
         knowledge of Company

                                                         2

<PAGE>



         against  Company,  which,  if adversely  determined,  could  materially
         affect  the  opera  tions  or  properties  of  Company,  or  any of the
         Collateral  or the  rights  or  interests  of Bank  in the  Collateral.
         Company will  immediately  notify Bank of any litigation or proceedings
         instituted or threatened after the date of this Agreement.

                  3.5 Agreement  Binding and  Enforceable.  This  Agreement is a
         legal,  valid  and  binding  obligation  of  Company,   enforceable  in
         accordance with its terms.

                  3.6  Collateral  Ownership.  Company  is the sole owner of all
         existing  Collateral  and  will be the  sole  owner  of all  Collateral
         hereafter arising or acquired.

                  3.7 Collateral Free of Lien. Other than the security interests
         granted by this  Agreement and prior  security  agreements  executed by
         Company  in favor of  Bank,  all  existing  Collateral  and  Collateral
         hereafter  arising  or  acquired  is and shall be free and clear of any
         security interests,  liens,  encumbrances,  claims or rights of others,
         and Company does and shall  warrant and defend the  Collateral  against
         any person,  firm or entity  claiming  an  interest  in the  Collateral
         adverse to the interest of Bank.

                  3.8 No  Conflicting  Filing.  Other than the  filings by First
         National  Bank and Society  National  Bank,  Indiana,  predecessors  in
         interest to Bank,  no  security  agree ment,  financing  statement,  or
         equivalent  security or lien  document  covering all or any part of the
         Collateral  is on file or of  record,  or will be  placed on file or of
         record,  in any public office other than the security  interest granted
         by the Company in favor of Bank.

                  3.9 Validity of Rights to Payment for Collateral. Each Account
         and other right of payment to Company is and will be a valid, legal and
         enforceable  obligation  of the  account  debtor  or other  obligor  to
         Company, is not subject to any agreement in which the account debtor or
         other  obligor  may  claim a  deduction  or  discount,  and the  amount
         represented  by  Company  to Bank  from  time to time as  owing by each
         account  debtor or other  obligor or by all  account  debtors and other
         obligors  with respect to the Accounts and other Rights to Payment will
         at such time be the correct amount actually and  unconditionally  owing
         by such account debtors and other obligors.

                  3.10  Location  and  Use of  Collateral.  All  of the  records
         pertaining  to the  Collateral  are and will be kept at the  address of
         Company indicated at the beginning of this Agreement,  and Company will
         not  remove  any  material  part of the  Collateral  without  the prior
         express  written  consent of Bank: and the Collateral will only be used
         for the business operations of Company and in a manner not inconsistent
         with any of the terms of this Agreement.


                                                         3

<PAGE>



                  4.0 Agreements of Company.  Company  covenants and agrees with
         Bank from and after  the date of this  Agreement,  and until all of the
         Indebtedness  is  fully  paid  and  satisfied  and  this  Agreement  is
         terminated in accordance with paragraph 8.10.

                  4.1 General  Protection of  Collateral.  Company will keep all
         items of Collateral  reasonably protected from the elements and in safe
         storage  places.  Company shall not waste or destroy the  Collateral or
         any part of it.  Company will comply in all material  respects with all
         rules,  regulations,  orders,  decrees  and  acts  of any  governmental
         authority,  and provisions or requirements of all policies of insurance
         applicable  to the  Collateral  or any  part  of  it,  or to  Company's
         operations.

                  4.2 Records and  Inspection.  Company  will keep and  maintain
         satisfactory,  accurate  and  complete  records of the  Collateral  now
         existing and hereafter  arising or acquired,  including a record of all
         payments   received  and  all  credits  granted  with  respect  to  the
         Collateral,  and all other  dealings with the  Collateral and Company's
         operations.  Company  will permit Bank and its  designees  from time to
         time upon reasonable  request to inspect the Collateral and to inspect,
         audit and make copies and  extracts of all records and other  papers in
         possession  of  Company  or its  accountants  or other  representatives
         pertaining to the  Collateral  and the  operations of Company and will,
         upon  request of Bank,  deliver  all such  records  and papers to Bank.
         Company will upon request furnish to Bank such balance sheets, earnings
         statements and other financial data concerning  Company's operations as
         Bank shall require.  Company will immediately  notify Bank of any event
         causing a loss or  depreciation  in the value of the  Collateral and of
         any event pending or  threatened  affecting the condition of affairs of
         Company, financial or otherwise,  which if adversely determined,  could
         materially  adversely affect Company,  the operations of Company or the
         Collateral or other  properties  of Company.  Bank will endeavor not to
         interfere  unreasonably with Company's  business in connection with the
         inspection of records or Collateral.

                  4.3 Taxes and Other Claims. Company will promptly pay when due
         all taxes,  assessments and  governmental  charges or levies imposed on
         Company, and/or the Collateral or other properties,  or with respect to
         the  income  and  profits  from the  Collateral  or  other  properties,
         including,  but not limited to, all income, sales and use, withholding,
         unemployment  and other taxes and  assessments,  and will  promptly pay
         when due all  claims  for  labor,  materials,  services  and  supplies,
         excepting  that any such  amount  need not be paid if the  validity  is
         being  contested in good faith by Company in  appropriate  proceedings,
         and such proceedings do not involve any danger of the sale,  forfeiture
         or loss of any of the Collateral or to the  operations of Company,  and
         such amounts have been adequately  reserved  against in accordance with
         generally accepted accounting principles or fully bonded.

                  4.4  Insurance.  Company  will  maintain  at all  times,  with
         respect to Company,  its  operations  and business and the  Collateral,
         fire, extended, all risk,

                                                         4

<PAGE>



         sprinkler  leakage,  liability,  and other  risk  coverage  customarily
         insured  against by  persons,  firms and  entities  in  operations  and
         businesses  similar to that of Company,  such  coverages,  the amounts,
         terms,   form,  period  of  coverage  and  insuring   companies  to  be
         satisfactory  to Bank.  All policies  shall  contain  appropriate  loss
         payable  clauses in favor of Bank as its interests may appear and shall
         provide that no  cancellation  of coverage shall be effective  until at
         least thirty (30) days after receipt by Bank of written notice from the
         insuring  companies.  Company  shall inform Bank of any  reductions  or
         changes in coverage.  Company shall furnish  policies,  certificates or
         other evidence  satisfactory to Bank of compliance with these insurance
         provisions. Any sums received as compensation for loss or damage to the
         Collateral shall be paid to Bank in partial payment of the Indebtedness
         or, at Bank's  option,  any part or all of such payments may be used to
         restore or repair the damage to the  Collateral  with  respect to which
         the payments are received.

                  4.5      Protection of Claims of Bank's Secured Interest.

                           (1) Except for the security  interest granted herein,
                  Company will not create,  permit or suffer to exist,  and will
                  take such action as is  necessary  to remove,  and will defend
                  the   Collateral   against  any   security   interest,   lien,
                  encumbrance,  claim or other  adverse  interest  in and to the
                  Collateral against all persons,  firms and entities,  and will
                  defend the right, title and interest of Bank in and to all the
                  Collateral.

                           (2) Company will advise Bank  promptly in  reasonable
                  detail of any security interest,  lien, encumbrance,  claim or
                  other  interest  made or  asserted  in or  against  any of the
                  Collateral,  of any material  change in the composition of the
                  Collateral,  of any change in the state issuing title to motor
                  vehicles  which is  Collateral  or of any other  change in the
                  location of  Collateral  with an aggregate  value in excess of
                  Twenty-Five  Thousand  Dollars  ($25,000.00)  in any  calendar
                  year, or of any occurrence of any other event which would have
                  a material adverse affect on the value of the Collateral,  the
                  security interest created in this Agreement,  or Company,  its
                  operations and business, or other properties.

                           (3)  Company  will not sell,  transfer  or  otherwise
                  dispose of or enter into any  agreement  concerning  the sale,
                  transfer or other  disposition of any asset or assets which in
                  the  aggregate  total  an  amount  in  excess  of  Twenty-Five
                  Thousand  Dollars  ($25,000.00)  in any  calendar  year  which
                  constitute Collateral without the written consent of Bank.

                           (4) In any suit, proceeding or action brought by Bank
                  under  any   Account,   other  right  of  payment  or  General
                  Intangible,  for any sum  owing,  Company  will  save and hold
                  harmless  Bank  from  any and  all  expense,  loss  or  damage
                  suffered by reason of any defense, set off,  counterclaim,  or
                  reduction of

                                                         5

<PAGE>



                  liability whatsoever of the obligor arising out of a breach by
                  Company of any obligation.

                           (5)  Company  shall not  change its  address  without
                  prior written notice to Bank.

                  4.6  Advances by Bank to Protect its  Secured  Position.  Bank
         may, in its discretion,  pay or otherwise discharge taxes, governmental
         charges,  other liens charges and/or encumbrances at any time levied or
         placed, on or against, any of the Collateral, or on or against Company,
         its operations or business,  or other  properties,  if Bank  determines
         that such matters  could affect the  Collateral,  or pay or acquire and
         pay any insurance required under this Agreement, or pay, or procure and
         pay,  any and all costs and expenses  for the repair,  maintenance  and
         preservation of the Collateral or the other properties of Company.  Any
         and all advances  made by Bank for any of these items shall  constitute
         Indebtedness  secured by this  Agreement and shall bear interest at the
         same  rate  as the  highest  rate  provided  in any of the  notes  then
         outstanding,  or if no note is then  outstanding but this Agreement has
         not been  terminated  as provided in paragraph  8.10,  the highest rate
         permitted by law, and Company shall reimburse and/or pay bank on demand
         for any payment made, or cost and expense  incurred by Bank pursuant to
         the authorization contained in this paragraph.

                  4.7      Perfection of Security Interests.

                           (l) Company will,  upon request of Bank to secure the
                  payment  of  the   Indebtedness,   execute  and  deliver  such
                  financing statements and other documents,  including,  but not
                  limited to, title to motor  vehicles,  and pay the  reasonable
                  cost of  preparation,  filing or  recording  the same,  in all
                  public  offices  deemed  necessary by Bank,  and do such other
                  acts and  things as Bank may,  from time to time,  request  to
                  establish  and  maintain  valid  security   interests  in  the
                  Collateral free of all other security interests, encumbrances,
                  liens, claims and rights of third parties whatsoever.

                           (2)  Company  authorizes  Bank to execute and file or
                  record such  financing  statements or other  documents  signed
                  only by Bank, as Secured  Party,  and without the signature of
                  Company  in any  public  office  deemed  necessary  by Bank to
                  perfect  or  continue  the   perfection  of  Bank's   security
                  interests in the Collateral.

                  4.8  Assembly of  Collateral.  Company  agrees to assemble and
         make avail able the Collateral to Bank at such times and such places as
         may be reasonably desig nated by Bank.


                                                         6

<PAGE>



                  4.9      Processing, Sale and Collections

                           (1) Until such time as Bank shall  notify  Company of
                  the revocation of such authority, Company may, in the ordinary
                  course of business, at its own expense, sell, lease or furnish
                  under contracts of service, any of the Inventory normally held
                  by Company for such purpose (a sale in the ordinary  course of
                  business  does not  include  a  transfer  in total or  partial
                  satisfaction of a debt), and use and consume,  in the ordinary
                  course of its business, any raw materials,  work in process or
                  materials normally held by it for such purpose:

                           (2) Company  will,  at its own  expense,  endeavor to
                  collect,  as and when due, all amounts due with respect to any
                  Collateral,  including  the taking of such action with respect
                  to such  collection as Bank may reasonably  request or, in the
                  absence of such request, as Company may deem advisable:

                           (3)  Company  may grant,  in the  ordinary  course of
                  business,   to  any  person   purchasing  goods  from  Company
                  ("Account Debtor"),  any rebate, refund or adjustment to which
                  such Account Debtor may be lawfully  entitled,  and may accept
                  the  return of goods,  the sale or lease of which  shall  have
                  given rise to the obligation of the Account Debtor:

                           (4) Upon written notice from Bank,  Company will upon
                  receipt of all checks,  drafts,  cash and other remittances in
                  payment of inventory sold or in payment of Accounts Receivable
                  of  Company,  deposit  them in a  special  collateral  account
                  ("Collateral  Account")  maintained  with Bank.  Such proceeds
                  shall  be  deposited  in the  form  received  except  for  the
                  endorsement of Company where required,  which endorsement Bank
                  is authorized to make on Company's behalf and shall be held by
                  Bank as security  for all  Liabilities  of Company in favor of
                  Bank;

                           (a)      Upon written notice from Bank,  Company will
                                    deliver  to Bank  all  chattel  paper  which
                                    constitutes   proceeds   from  the  sale  of
                                    Collateral   subject  to   delivery  of  the
                                    proceeds  resulting  from  the  sale of such
                                    chattel  paper which shall be  deposited  in
                                    the Colla teral Account;

                           (b)      Company agrees that prior to the time of any
                                    deposit or delivery, it will keep segregated
                                    any such checks, drafts, cash, chattel paper
                                    or other  remittances  from any of Company's
                                    funds or  property.  Company  agrees to hold
                                    such checks,  drafts, cash, chattel paper or
                                    other  remittances  in trust for the benefit
                                    of Bank until  delivery or deposit  into the
                                    Collateral  Account.  Bank  may  charge  the
                                    Collateral  Account at any time and,  at its
                                    sole discre tion, apply the funds in payment
                                    of notes  executed and  delivered by Company
                                    pursuant   to   the   provisions   of   this
                                    Agreement,  and/or  any other  Liability  of
                                    Company in favor of Bank, or upon receipt of
                                    a statement  duly certified by an authorized
                                    officer or agent of Company in the form then
                                    specified  by or  acceptable  to  Bank,  may
                                    release  funds  to the  general  account  of
                                    Company.

                  4.10 Payment to Bank by Account  Debtors.  Company agrees that
         Bank may, at any time before or after the maturity of any Indebtedness,
         notify  any  Account  Debtor to make  payment  directly  to Bank of any
         amounts due or to become due and enforce the  collection of any Account
         by suit or  otherwise  and  surrender,  release or exchange  all or any
         part, or  compromise or extend or renew for any period  (whether or not
         longer than the original period) any Indebtedness under or evidenced by
         any Account.

                  4.11 Noting  Security  Interest of Bank on Company's  Records.
         Company will, if requested by Bank, note the security  interest of Bank
         on all records relating to the Collateral.

         5.0 Events of Default.  Company will be in default under this Agreement
upon the occurrence of any of the following events or conditions,  each of which
shall constitute an event of default ("Event of Default"):

                  5.1  Default  on  Indebtedness.  Default  in  the  payment  or
         performance,  when due or payable of any Indebtedness of Company, or of
         any  accommodation  party,  endorser,  guarantor,  or  surety  for  any
         Indebtedness of Company to Bank.

                  5.2  Default  on this or other  Agreement.  Default  under any
         provision  in  this  Agreement,  or in any  loan  agreement,  mortgage,
         security  agreement,  guaranty or other instrument or document executed
         by Company or any accommodation party, endorser, guarantor or surety of
         any  liability  of  Company  to Bank  which is not cured or as to which
         Company has not taken actions satisfactory to Bank within ten (10) days
         after written notice of such default.

                  5.4 Misrepresentation or False or Misleading Information.  The
         making by Company of any  misrepresentation  to Bank for the purpose of
         obtaining credit or an extension of credit or inducing Bank to take any
         action or refrain from any action or the  furnishing  of any  financial
         information  to Bank  which  is  false or  misleading  in any  material
         respect.

                  5.5  Failure  to  Furnish   Financial   Information  or  Allow
         Inspection.  Failure of  Company  after  reasonable  request by Bank to
         furnish financial  information or to permit the inspection of books and
         records and/or Collateral.


                                                         7

<PAGE>



                  5.6  Injunction  or  Attachment.  Issuance  of  an  injunction
         against Company or property of Company, or attachment,  levy or seizure
         against property of Company.

                  5.7 Creditors' Proceedings. Calling of a meeting of creditors,
         appointment of a committee of creditors or liquidating agents, offering
         of a composition or extension to creditors by, for or of Company.

                  5.8  Insolvency.  Insolvency  of  Company,  of  any  endorser,
         guarantor or surety for any  Indebtedness  of Company to Bank or of the
         grantor of any collateral  security for any  Indebtedness of Company to
         Bank.

                  5.9 Change Respecting Company or Others.  Such a change in the
         condition  or affairs  (financial  or  otherwise)  of  Company,  of any
         endorser,  guarantor or surety for any  Indebtedness of Company to Bank
         or of the grantor of any collateral  security for any  Indebtedness  of
         Company to Bank, as in the opinion of Bank impairs  Bank's  security or
         increases its risk.

                  5.10 Change respecting Collateral.  An agreement to or a sale,
         transfer  or  use,  or an  attempted  sale,  transfer  or  use,  of the
         Collateral,   in   contravention  of  this  Agreement:   loss,   theft,
         substantial damage,  destruction,  encumbrance or granting any security
         interest in the Collateral  without the consent of Bank: and the filing
         of any suit for the purpose of or the making of any attachment, levy or
         seizure of any of the Collateral.

                  5.11 Insecurity of Bank. Bank reasonably deems itself insecure
         for any reason whatsoever.

         6.0 Rights and  Remedies of Bank.  In the Event of Default,  Bank shall
have all the rights and remedies  permitted under the Uniform Commercial Code of
Indiana  and in effect in each  jurisdiction  in which  Collateral  is  located,
permitted  under other laws and  authorized  under this  Agreement,  and without
limitation of other rights and remedies, the following:

                  6.1  Accelerate  Indebtedness.  Bank  may,  without  notice or
         demand, at Bank's option and notwithstanding any time or credit allowed
         by an instrument evidencing an Indebtedness, accelerate and declare the
         entire unpaid balance of any and all  Indebtedness  immediately due and
         payable.

                  6.2 Take Possession of Collateral. Bank may take possession of
         the Colla teral and, for that  purpose,  Bank may enter in or on to any
         premises on which the  Collateral or any part of it may be situated and
         remove  the  Collateral  or  store  it on  such  premises,  and if such
         premises  are owned by Company,  Bank shall have the right to store any
         of the Collateral for a reasonable  period of time  rent-free.  If Bank
         stores Collateral on any premises owned by Company,  Bank may segregate
         such Collateral,

                                                         8

<PAGE>



         lock   buildings  and  do  whatever  else  may  be  necessary  for  the
         preservation or protection of the Collateral, or Bank's rights.

                  6.3 Require Collateral to be Made Available.  Bank may require
         Company  to make  the  Collateral  available  to Bank at a place  to be
         designated by Bank that is reasonably convenient to Bank and Company.

                  6.4  Preservation  of  Collateral.  Bank may, but in no way is
         obligated to, take steps to preserve  rights in the Collateral  against
         any third party.

                  6.5 Use of  Collateral  while in  Bank's  Possession.  When in
         possession of the Collateral, Bank may use it for any purpose or in any
         manner  or cause it to lose  its  identity  without  an  obligation  to
         account for such use, except when used for a purpose not connected with
         performing  Company's  obligations with respect to it,  preservation or
         disposal of the Collateral unless otherwise authorized by law. Bank may
         use,  without  charge,  any and all equipment,  machinery or appliances
         necessary to unload and remove any Collateral  from storage  facilities
         in the event  that the  removal  of the  Collateral  is  necessary  for
         purposes  of  repossession  by  Bank  to  realize  on  Bank's  security
         interest.  The  standard of care imposed upon Bank as to the use of the
         Collateral in its  possession is that of a prudent  person  without any
         special skill or knowledge.

                  6.6      Collection of Collateral.  Bank may:

                           (1) Notify any party  liable  for  payment  under any
                  Account, Right of Payment,  General Intangible,  Miscellaneous
                  Property  in  possession  or  control  of Bank,  or  Proceeds,
                  including insurance and tort claims, and ask, demand, collect,
                  receive and give  acquittances  and receipts to such party for
                  any and  all  monies  due or to  become  due  under  any  such
                  Collateral.

                           (2) Bank  may,  in the name of  Company  or in Bank's
                  name or otherwise, take possession of, endorse and collect all
                  checks,  drafts,  notes,  cash and other remittances due under
                  any Collateral.

                           (3)  Bank  may  commence  and  prosecute  any  suits,
                  actions or other proceedings to collect any part or all of the
                  Collateral  or to enforce any other rights with respect to the
                  Collateral:  defend  any suit  brought  against  Company  with
                  respect to any  Collateral:  settle,  compromise or adjust any
                  such suit, action or proceeding,  and give such discharges and
                  releases as Bank may deem appropriate:  sell, transfer, pledge
                  (including  executing  instruments and other documents),  make
                  any agreement with respect to, or otherwise  deal, with any of
                  the  Collateral as fully and completely as though the Bank was
                  the  owner for all  purposes:  and  generally  do all acts and
                  things which Bank deems appropriate to

                                                         9

<PAGE>



                  protect,  preserve, collect and/or realize upon the Collateral
                  and the security  interests granted by this Agreement,  all as
                  fully and  effectively  as the Company might do. In connection
                  with the exercise of all these rights and  remedies,  Company,
                  as a power coupled with an interest, irrevocably appoints Bank
                  as its  attorney  in fact  to  exercise  any  and  all  rights
                  described in this paragraph 6.6.

                  6.7  Disposition  of Collateral on Credit.  Bank  disposing of
         Collateral may dispose of it upon credit secured by a security interest
         in the Collateral  taken from the purchaser.  Such disposal may be upon
         such  terms  and  under  such  a  form  of  security  agreement  as  is
         customarily  employed in such purchases.  Bank shall continue to hold a
         security interest in the proceeds, including cash and non-cash proceeds
         of the sale, as Proceeds of the Collateral covered by this Agreement.

                  6.8 Sale of  Collateral.  Unless the Collateral is perishable,
         threatens to decline speedily in value or of a type customarily sold on
         a  recognized  market,  Bank shall give  Company at least ten (10) days
         prior written notice of the time and place of any public sale or of the
         time after which any private sale or other  intended  disposition is to
         be made.  Bank may sell any of the  Collateral,  at public  or  private
         sales,  or a  combination,  for cash or on credit as a unit or in lots.
         The order of sale of times in lots  shall be as Bank  shall  determine.
         Bank may become purchaser at any sale.

                  6.9 Expenses Incurred in Connection with a Sale of Collateral.
         Expenses of retaking,  holding, preparing for sale, selling or the like
         shall include  Bank's costs,  expenses and reasonable  attorneys'  fees
         which are secured under this  Agreement and all such expenses  shall be
         first paid out of the proceeds of any disposition of Collateral.

                  6.10  Deficiency.  Company  will pay to Bank upon  demand  any
         deficiency on the  Indebtedness  remaining after any disposition of the
         Collateral  and  the  application  of  the  proceeds  to  the  expenses
         described  in  paragraph  6.9  and  in  partial   satisfaction  of  the
         Indebtedness.

                  6.11 Remedies  Cumulative.  All  remedies,  to the full extent
         provided  by law,  shall  be  cumulative.  Pursuit  by the  Bank of its
         judicial  or  other  remedies  with  respect  to  part  of  all  of the
         Indebtedness  shall not abate or bar its  judicial  and other  remedies
         with respect to the Collateral or other  portions of the  Indebtedness,
         and pursuit by Bank of its judicial or other  remedies  with respect to
         part or all of the  Collateral  shall  not bar its  judicial  and other
         remedies  with  respect to the  Indebtedness  or other  portions of the
         Collateral.

         7.0  Deposits.  Any and all deposits of other sums at any time credited
by or due from Bank to Company  shall at all times  constitute  security for any
and all  Indebtedness  and Bank may apply or set off such deposits or other sums
against Indebtedness at any time

                                                        10

<PAGE>



whether or not the Indebtedness is then due or other Collateral is considered by
Bank to be adequate.

         8.0      General.

                  8.1 Waivers by Company. Company waives notice of acceptance of
         this Agreement,  presentment, demand, notice of dishonor and protest of
         any  Indebtedness  or under  this  Agreement,  notice of loans  made or
         credit extended, Collateral received or delivered or other action taken
         in reliance on this Agreement, and all other demands and notices of any
         description  whatsoever.  With respect to both the Indebtedness and the
         Collateral,  Company  assents to any and all  extensions,  renewals  or
         postponements  of the time of payment or any other  indulgence,  to any
         substitutions,  exchanges, or releases of Collateral,  to the additions
         or releases of any party or person primarily or secondarily  liable, to
         the acceptance of partial payments and the settlement,  compromising or
         adjusting of any of them,  all in such manner and at such time or times
         as  Bank  may  deem   advisable.   A  Company  who  is  or  becomes  an
         accommodation  party,  surety,  guarantor  or endorser or other  person
         whose   obligation  is  conditioned  upon  this  Agreement  waives  any
         requirement of notice of acceptance and defenses  arising from releases
         of,  extensions of time to,  renewals and  alterations  of the contract
         with the principal; from lack of presentment, demand, notice, notice of
         dishonor and protest of any Indebtedness or under this Agreement:  from
         failure of Bank to proceed with diligence  against the principal  after
         notice or under any requirement of law; and from releases of Collateral
         or other security.

                  8.2 Company not Released. No transfers,  renewals,  extensions
         or assign ments of this Agreement or the Indebtedness,  or any interest
         thereunder,  and no loss, damage or destruction of the Collateral,  and
         no taking of security in other  Collateral  shall release  Company from
         this Agreement or the Indebtedness secured under this Agreement.

                  8.3  Waivers of Default by Bank.  No waiver of any  default by
         Bank shall be effective,  unless in writing,  nor shall any such waiver
         operate as a waiver of any other  default  or of the same  default on a
         future occasion.

                  8.4  Delays  by  Bank.  No  delay  on the  part of Bank in the
         exercise  of any  right or remedy  shall  operate  as a waiver,  and no
         single or partial release by Bank of any right or remedy shall preclude
         other or further exercise or the exercise of any other right or remedy.

                  8.5 No Duty of Bank to Act on  Collateral.  Bank shall have no
         duty:

                           (1) To take possession of any of the Collateral or to
                  take any  action  for the care,  preservation,  protection  or
                  insurance of any of the Collateral:

                                                        11

<PAGE>



                           (2) To collect,  foreclose on or otherwise realize on
                  the Collateral; or

                           (3) To collect,  foreclose on or otherwise realize on
                  the  Collateral in any  particular  manner,  in any particular
                  sequence or at all.

                  8.6  Limitations on the Care,  Preservation  and Protection of
         Collateral.  Bank shall be deemed to have exercised  reasonable care in
         the care,  preservation  and  protection  of any of the  Collateral  in
         Bank's  possession  if it takes  action  for that  purpose  as  Company
         requests  in  writing,  but  failure  of Bank to  comply  with any such
         request shall not be deemed a failure to exercise  reasonable care, and
         no failure of Bank to preserve  or protect  any rights with  respect to
         such Collateral against prior or subsequent  parties,  or to do any act
         with respect to the care, preservation or protection of such Collateral
         not reasonably requested by Company as provided in this paragraph shall
         be  deemed  a  failure  to  exercise   reasonable  care  in  the  care,
         preservation or protection of such Collateral.

                  8.7  Notices.  Any demand upon or notice to Company  that Bank
         may elect to give shall be effective if personally  delivered:  sent by
         ordinary mail, certified or registered mail;  transmitted by telegraph,
         wireless or radio company and/or sent by overnight courier addressed to
         Company at the address identified at the beginning of this Agreement as
         Company's  address  or, if Company  has  notified  Bank in writing of a
         change of address  noted in its records,  to Company's  last address so
         notified.  Demands or notices  addressed to Company's  address at which
         Bank  customarily  communicates  with Company  shall also be effective.
         Notices and demands of Bank to Company  shall be  effective  upon their
         personal delivery, mailing,  transmission,  or delivery to an overnight
         courier,  as the case  may be,  whether  or not  actually  received  by
         Company.

                  8.8 Joint and Several Obligation of Company.  If there is more
         than one company,  the obligations of each and every company under this
         Agreement are joint and several.

                  8.9 Transfers of Indebtedness or Collateral. If at any time or
         times  by  assignment  or  otherwise  Bank  transfers  any  part of the
         Indebtedness  or  Collateral,  such  transfer  shall  carry with it the
         Bank's power and rights under this  Agreement  with respect to the part
         of the Indebtedness or Collateral  transferred and the transferee shall
         become  vested  with such  powers  and  rights  whether or not they are
         specifically  referred  to in the  transfer.  If and to the extent Bank
         retains any other part of the  Indebtedness  or  Collateral,  Bank will
         continue to have the rights and powers in this  Agreement  set forth by
         Company with respect to the same.

                  8.10  Termination  by Company  and Effect.  Provided  that all
         Indebtedness  secured under this Agreement shall have been paid in full
         and there  shall be no  commitments  by Bank to extend  credit or grant
         financial accommodation to be secured

                                                        12

<PAGE>



         by  this  Agreement,  whether  to  Company  or any  other  party  whose
         Indebtedness is to be secured by this Agreement,  Company may terminate
         this Agreement and the security  interest in the Collateral  granted by
         this Agreement,  by giving written notice to Bank, actually received by
         Bank and acknowledged in writing by an officer of Bank, that Company is
         terminating this Agreement.  Otherwise,  even though no Indebtedness is
         outstanding at the time,  this  Agreement  shall continue in full force
         and  effect  to  secure  credit  which  may be  extended  or  financial
         accommodations  which  may be given by Bank to  Company.  No  notice of
         termination  shall in any way effect this Agreement or any transactions
         entered into,  Indebtedness  incurred by Company,  or rights and powers
         created in favor of Bank prior to the receipt of notice of  termination
         given in accordance with this subparagraph.

                  8.11 Meaning of the Term Insolvency.  "Insolvency" of Company,
         or any other  person or entity,  means that there  shall have  occurred
         with' respect to Company,  or such person or entity, one or more of the
         following  events:  death,   dissolution,   termination  of  existence,
         insolvency,  inability to pay debts as they come due, business failure,
         appointment  of a receiver of any part of the property  of,  assignment
         for the  benefit  of  creditors  by,  or the  filing of a  petition  in
         bankruptcy or the commencement of any proceedings  under any bankruptcy
         or  insolvency  laws,  or any laws  relating  to the relief of debtors,
         readjustment   of   Indebtedness,   reorganization,   composition,   or
         extension, by or against, Company, or such person or entity.

                  8.12 Titles in Agreement. Titles of the several paragraphs and
         subparagraphs  of this Agreement are for  convenience of reference only
         and do not have any  substantial  effect or limit the  contents of such
         paragraphs.

                  8.13  Participations.  Company  consents to the  assignment or
         granting of participation  interests in all or part of the Indebtedness
         and the Collateral.

                  8.14 Form of Words. When applicable,  use of the singular form
         of any word shall also mean or apply to the plural,  and the  masculine
         form shall mean and apply to the feminine or the neuter.

                  8.15  Severability  of  Agreement.  If and to the extent  that
         applicable  law confers  any rights or imposes any duties  inconsistent
         with or in addition to any of the  provisions  of this  Agreement,  the
         affected provisions shall be amended to conform to such law, and if any
         provision of this Agreement shall be invalidated, all other provi sions
         shall remain in full force and effect.

                  8.16 Successors and Assigns. All rights of Bank shall inure to
         the benefit of its successors and assigns,  and  obligations of Company
         shall bind the Company's successors and assigns.


                                                        13

<PAGE>


                  8.17   Governing  Law.  This  Agreement  and  all  rights  and
         obligations  under it,  including  matters of  construction,  value and
         performance,  shall be  governed  by the Uniform  Commercial  Code,  as
         amended  from time to time,  in effect in the State of  Indiana  and by
         other applicable laws of the State of Indiana.

         EXECUTED  AND  DELIVERED  by Company and Bank to be effective as of the
date first written above.
                                    COMPANY:
                             Morgan Drive Away, Inc.


                                   By:/s/ Richard B. DeBoer
                                   ------------------------------------------
                                   (Signature)

                                   Richard B. DeBoer, Chief Financial Officer
                                             and Treasurer
                                   ------------------------------------------
                                    (Typed or Printed Name and Office)



                                 BANK:
                                 KeyBank National Association

                                 By:_________________________________________
                                   (Signature)

                                    ------------------------------------------
                                    (Typed or Printed Name and Office)






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