Nationwide Transportation Products, Inc.
                                
                                
                     VOTING TRUST AGREEMENT


     THIS VOTING TRUST AGREEMENT ("Agreement") is made as of May
1, 1997, between and among Delia O'Donnell, an individual; Alan
Anderson, an individual; Brian P. O'Donnell, an individual; Lisa
Bernet, an individual; Arthur Haesche, an individual; David
Huscher, an individual; Gerald Zoarski, an individual; Richelle
Lambert, an individual; William Palumbo, an individual; Bruce's
Truck Stops, a []; Joyce Mitstifer, an individual; Douglas Pratt,
an individual; Deanna O'Donnell, an individual; C & B
Investments, a []; James T. Underwood, an individual; Roland
McKenzie, an individual; Ray Pratt, an individual; Mark Leone, an
individual; Robert Candee, an individual; Thomas P. Underwood, an
individual; [] DeMarsilis, an individual; Florence Bush, an
individual; Kathy V. Caruthers, an individual; and Blanche Brown,
an individual ("Certificate Holders") who, upon issuance, desire
to become the owners of shares of stock of Nationwide
Transportation Products, Inc. ("Corporation"), and Delia
O'Donnell ("Trustee").

                            RECITALS

     A.   The Trustee is the founder of Corporation and
Certificate Holders desire to acquire shares of stock in
Corporation.

     B.   The Trustee and Certificate Holders believe it to be in
the best interests of Corporation for its stock to be held by a
diverse group of persons and entities.

     C.   However, Certificate Holders wish management and
control of Corporation to be centralized during the initial phase
of the business of Corporation, so that the Corporation will not
be hampered or otherwise negatively impacted by the breadth of
stock ownership.

     D.   Subject to their right to terminate this Agreement as
provided herein, the Certificate Holders desire to grant the
Trustee the maximum amount of control and autonomy possible in
voting the shares governed hereby.

                            AGREEMENT

     1.   ISSUANCE OF VOTING TRUST CERTIFICATES.  Upon issuance
of common stock by Corporation, Trustee shall subscribe for the
purchase of One Thousand, two hundred and fifty (1,250) shares
thereof, and shall cause the shares to be held in the name of
Trustee on the Corporation's books.  Trustee shall so subscribe
for the number of shares of common stock shown opposite the
respective names of Certificate Holders, below.  Upon issuance of
such common stock, Trustee shall issue and deliver to each of the
Certificate Holders a voting trust certificate, in the form shown
in Exhibit A to this Agreement, for the number of shares

                               -1-
                                
<PAGE>

transferred to the Trustees on account and for the benefit of the
respective Certificate Holder.  The Trustee shall hold the shares
transferred to her in trust, subject to the terms of this
Agreement.

     2.   ACCRUALS TO THE ACCOUNT OF CERTIFICATE HOLDERS.  The
Trustee shall also hold in trust, and subject to the terms of
this Agreement, any and all other stock which is received on
account of, or as a replacement for the shares held under this
Agreement.  The interest herein of each of the Certificate
Holders shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock of the
Corporation resulting from:  (i) a subdivision or consolidation
of shares; (ii) the payment of a stock dividend; and (iii) any
other increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation.  In
connection with a merger or other restructuring of the
Corporation, the Trustee may tender the stock governed hereby,
and upon receipt of shares of stock or other consideration in
exchange therefor, administer such replacement stock pursuant to
the terms hereof.  Provided, that all dividends, cash sale
proceeds or other cash shall be immediately distributed to
Certificate Holders according to their interest herein.

     3.   TRUSTEES' POWERS AND DUTIES.

          (a)  VOTING OF SHARES.  During the existence of this trust,
the Trustee shall have the sole and exclusive right to vote all
shares issued to her pursuant to the terms hereof, in person or
by proxy, at all shareholder meetings and in all proceedings in
which the vote or consent of shareholders may be required or
authorized, and shall have all the rights, privileges, and powers
of shareholders except as otherwise provided in this Agreement.
This right is expressly intended to extend to all matters of any
character whatsoever on which a shareholder vote or approval is
permitted or required by the Certificate of Incorporation or
bylaws of Corporation, or as a matter of law, or which is
otherwise submitted to the shareholders for approval.  The
Trustee shall exercise such voting rights as she determines in
the sound exercise of her discretion.

          (b)  NUMBER OF TRUSTEES.  The number of Trustees under
this Agreement shall be one (1).

          (c)  OTHER TRUSTEE ACTIVITIES.  The Trustee may also be
a party to this Agreement as a share owner holding voting trust
certificates.  Additionally, she may serve the Corporation as an
officer or director or in any other capacity, and may receive
compensation from the Corporation for such services.

          (d)  SCOPE OF TRUSTEE AUTHORITY.  The Trustee is
expressly authorized to vote the shares of stock governed by this
Agreement in connection with any and all matters for which
approval of outstanding shares is required, including without
limitation fundamental changes to the Corporation.  The Trustee
is hereby granted the sole and exclusive right to vote such
stock, by, on behalf of and in lieu of Certificate Holders in
connection with the sale or other transfer of all or
substantially all of Corporation's assets other than in the
ordinary course of business, mergers or reorganizations of
Corporation, or the voluntary dissolution of Corporation.  The
Certificate Holders desire that the authority of the Trustee to
vote the stock granted herein be interpreted as broadly as
possible.

                               -2-
                                
<PAGE>

          (e)  REPLACEMENT OR REMOVAL OF TRUSTEE.  In case of a
Trustee's death, resignation, or inability to act, the owners of
two thirds of the shares subject to this Agreement shall elect a
successor Trustee to act under this Agreement.  Any Trustee may
be removed from office by the affirmative vote of the owners of
two thirds of the shares subject to this Agreement.

          (f)  COMPENSATION.  The Trustee shall receive no
compensation for her services except for reimbursement, by the
certificate holders, of expenses incurred in the administration
of her duties.

          (g)  TRUSTEE'S LIABILITY.  The Trustee shall not be
liable for any error of judgment or mistake of fact or law, or
for any act or omission made in good faith in connection with
their powers and duties under this Agreement, except for the
Trustee's own willful misconduct or gross negligence.  The
Trustee shall not be liable in acting on any notice, consent,
certificate, instruction, or other paper or document or signature
believed by them to be genuine and to have been signed by the
proper party or parties.  The Trustee may consult with legal
counsel, and any of her acts or omissions made in good faith in
accordance with the opinion of legal counsel shall be binding and
conclusive on the parties to this Agreement.

     4.   TERMINATION.  This Agreement shall terminate five
(5) years after the date of this Agreement or on any later date
to which the term is extended, as provided below, without notice
by or to, or action on the part of, the Trustee or the
Certificate Holders.  This Agreement may be terminated at an
earlier date by the vote or written consent of Certificate
Holders representing two thirds (2/3) of the shares subject to
this Agreement, upon ten (10) days' written notice to the
Trustee.  As soon as practicable after termination of this
Agreement, the Trustee shall re-deliver share certificates
representing the appropriate number of shares, properly endorsed
for transfer, to the respective Certificate Holders of record,
and the Certificate Holders shall surrender to the Trustee their
voting trust certificates properly endorsed, together with
payment of sums sufficient to cover any taxes and other expenses
relating to the transfer or delivery of the share certificates.
If any Certificate Holder refuses to surrender voting trust
certificates in exchange for shares, or cannot be located, the
Trustees may deliver the share certificates due that Certificate
Holder to any bank or trust company in California for the benefit
of the person or persons entitled thereto, and thereupon shall be
fully discharged with respect to those share certificates.

     5.   EXTENSION OF AGREEMENT.  The terms of this Agreement,
as prescribed in Paragraph 4, may be extended from the original
termination date of this Agreement or from the termination date
as last extended in accordance with this paragraph, provided that
within two years before the date as originally fixed or as last
extended, one or more Certificate Holders, by written agreement,
and with the Trustees' written consent, may extend the term of
this Agreement with respect to their shares for an additional
term.  In the event of extension, duplicate copies of this
Agreement and of the extension agreement shall be filed with the
secretary of the Corporation and shall be open for inspection on
the same conditions as the Corporation's record of shareholders.

     6.   WITHDRAWAL OF SHARES.  If otherwise permissible by law
(accounting for any restriction on transfer otherwise applicable
to such shares, if any), any Certificate Holder may

                               -3-
                                
<PAGE>

withdraw his or her shares from this Agreement at any time upon
giving the Trustee ninety (90) days' written notice before the
effective date of withdrawal and surrendering his or her voting
trust certificates to the Trustee.  The Trustee shall deliver the
withdrawn shares properly endorsed for transfer as in the case of
termination under Paragraph 4 above.

     7.   NOTICES, DIVIDENDS, AND DISTRIBUTIONS.  The Trustee
shall promptly forward copies of all notices, reports,
statements, and other communications received from the
Corporation to the Certificate Holders, indicating the date of
receipt.  The Trustees shall promptly distribute all dividends
and other distributions received from the Corporation to the
Certificate Holders in proportion to their respective interests.
If any dividend or stock split consists of additional shares
having voting rights, the Trustee shall hold these shares in
trust subject to the terms of this Agreement, and if appropriate,
shall issue new voting trust certificates, representing the
additional shares, to the Certificate Holders in proportion to
their respective interests.

     8.   REPRESENTATION BY COUNSEL.  Each of the Parties has
been represented by counsel in entering into this Agreement.
Each of the Parties affirms to the other that it has consulted
and discussed the provisions of this Agreement with its counsel
and fully understands the legal effect to each such provision.
THE DRAFTER OF THIS DOCUMENT SOLELY REPRESENTS THE CORPORATION,
DOES NOT REPRESENT EITHER THE TRUSTEE NOR ANY CERTIFICATE HOLDER
HEREUNDER, AND DOES NOT OPINE NOR RENDER ANY OPINION AS TO THE
EFFICACY, TAX EFFECT, OR ANY OTHER MATTER ASSOCIATED WITH THE
EXECUTION HEREOF.  ALL PARTIES ARE ADVISED AND URGED TO SEEK
INDEPENDENT LEGAL COUNSEL PRIOR TO EXECUTION HEREOF.

     Dated:  May 1, 1997.

                              TRUSTEE
                              
                              
                              -----------------------------------
                              Delia O'Donnell
                              13553 Poway Road, #1506
                              Poway, California  92064

                               -4-

<PAGE>


                       CERTIFICATE HOLDERS

                     Number of Shares   Percentage of    
Signature             of Corporation     Outstanding      Address
---------            ----------------   -------------   ------------


                         785.9375           62.875
Delia O'Donnell


                         128.125            10.25
Alan Anderson


                          37.5               3.00
Brian P. O'Donnell


                          37.5               3.00
Lisa Bernet


                          37.5               3.00
Arthur Haesche


                          37.5               3.00
David Huscher


                          25                 2.00
Gerald Zoarski


                          18.75              1.50
Richelle Lambert


                          12.5               1.00
William Palumbo


                          12.5               1.00
[], for
Bruce's Truck Stops, Inc.

                               -5-
                                
<PAGE>


                     Number of Shares   Percentage of    
Signature             of Corporation     Outstanding      Address
---------            ---------------    -------------   -----------


                          12.5               1.00
Joyce Mitstifer


                          12.5               1.00
Douglas Pratt


                          12.5               1.00
Deanna O'Donnell


                          12.5               1.00
[], for
C & B Investments


                          12.5               1.00
James T. Underwood


                          12.5               1.00
Roland McKenzie


                           6.25              0.50
Ray Pratt


                           6.25              0.50
Mark Leone


                           6.25              0.50
Robert Candee


                           6.25              0.50
Thomas P. Underwood


                                
                               -6-

<PAGE>


                     Number of Shares   Percentage of    
Signature             of Corporation     Outstanding      Address
---------            ----------------   -------------    ---------



                           6.25              0.50
Florence Bush


                           6.25              0.50
[] DeMarsilis


                           3.25              0.25
Kathy V. Caruthers


                           1.5625            0.13
Blanche Brown



                               -7-
                                
<PAGE>



                            EXHIBIT A


            Nationwide Transportation Products, Inc.
                                
                    VOTING TRUST CERTIFICATE

CERTIFICATE NO. ______                               ____  SHARES

This certifies that the undersigned Trustee has received a
certificate(s) for shares of common stock of Nationwide
Transportation Products, Inc. ("Corporation") on account and for
the benefit of:

[name of shareholder] (Shareholder)

and that the Trustee holds these shares subject to the terms and
conditions of a voting trust agreement (the "Agreement") dated
May 1, 1997, between, inter alia, Shareholder, who owns shares of
stock in the Corporation, and the undersigned ("Trustee").  This
certificate is Exhibit A to the Agreement.  A copy of the
Agreement is on file with the secretary of the Corporation.

     1.   During the term of the Agreement, the Trustees shall be
entitled to vote the shares covered by this certificate and to
exercise those rights, privileges, and powers of shareholders as
provided in the Agreement.

     2.   During the term of the Agreement, the Shareholders
shall be entitled to all the benefits of the Agreement, and shall
be subject to the terms and conditions arising from the issuance
of their shares with the Trustee in accordance with the
Agreement.

     3.   This certificate has been issued under an exemption
from the registration provisions of the Securities Act of 1933,
as amended, and applicable state law.  This certificate may not
be sold or transferred absent registration or compliance with an
applicable exemption.

     4.   Upon termination of the Agreement, and subject to the
terms and conditions of the Agreement, the Trustee shall deliver
to the Certificate Holders properly endorsed share certificates
representing the number of shares owned by each Certificate
Holder, and the Certificate Holders shall surrender their voting
trust certificates to the Trustees, properly endorsed, together
with payment of a sum sufficient to cover any taxes and other
expenses relating to the transfer or delivery of the share
certificates.



Dated:_______________________           ________________________
                                        Delia O'Donnell, Trustee