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                                                                 EXHIBIT 10.36


                                  AGREEMENT

     THIS AGREEMENT (this "Agreement") is made as of the 29th day of February,
1996, by and among AMPACE CORPORATION, a Delaware corporation ("Ampace"),
AMPACE ACQUISITION, INC., a Delaware corporation ("NewCo"), AMANDAY EXPRESS,
INC., a North Carolina Corporation ("Company"), and CARL A. CHESHIRE and
ELIZABETH B. CHESHIRE (hereinafter referred to collectively as "Stockholder"),
the owners of all the outstanding capital stock of Company.


                                    RECITALS

     WHEREAS, the Stockholder is the direct owner of 306 shares of Common
Stock, no par value (the "Company Stock"), of the Company, being all of the
issued and outstanding shares of Company capital stock; and

     WHEREAS, the Company desires to merge with NewCo and have NewCo as the
surviving corporation; and

     WHEREAS, the Stockholder desires to exchange the Company Stock for Common
Stock, no par value, of Ampace ("Ampace Stock") and the receipt of cash and
notes; and

     WHEREAS, the respective Boards of Directors of the NewCo, Ampace, Company
and Stockholder have approved the merger of the Company and NewCo and the
transfer of Ampace Stock to the Stockholder and the distribution of cash and
notes upon the terms and subject to the conditions set forth in this Agreement;
and

     NOW, THEREFORE, in consideration of the promises and of the mutual
agreements representations, warranties, provisions and covenants herein
contained, the parties hereto hereby agree as follows:

1.   MERGER AND TRANSFER OF AMPACE STOCK

     1.1  GENERAL.  Upon the terms and subject to the conditions of this
Agreement and upon the Effective Time, the Company will merge into NewCo in
accordance with the provisions of the Delaware General Corporation Act ("DGCL")
and with the effect provided in Section  252 of DGCL.  The separate corporate
existence of the Company shall thereupon cease and NewCo shall be the Surviving
Corporation.  Attached as Exhibit 1.1 is a copy of the Plan of Merger between
the Company and NewCo.  Immediately following the Plan of Merger, NewCo will
change its name to Amanday Express, Inc.

     1.2  DELIVERY OF THE COMPANY STOCK.  At the Closing (as defined in Section
2 hereof), upon the terms and subject to the conditions of this Agreement and
the Plan of Merger, Stockholder shall deliver to NewCo, as the surviving
corporation, certificates representing the

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Company Stock, duly endorsed for transfer to NewCo pursuant to the Plan of
Merger free and clear of all liens, encumbrances or adverse claims of any kind
against the Company Stock.

     1.3   STOCK Exchange.  In exchange for and in full consideration for
transfer of the Company Stock, and upon the terms and subject to the conditions
of this Agreement and the Plan of Merger, NewCo as the surviving corporation
shall do the following:

           (a) transfer to Stockholder 250,000 issued, but unregistered, shares
     of common stock in Ampace; and

           (b) pay $1,000,000 to Stockholder in immediately available funds;
     and

           (c) deliver to Stockholder a promissory note secured by real estate
     owned by Seller in the amount of $175,000 providing for payment of
     interest only at eight (8%) percent for five years with a balloon payment
     of any unpaid principal and interest on the fifth anniversary date of the
     closing; and

     1.4   EXCHANGE PRICE ADJUSTMENT.  The Stockholder and NewCo agree to an
     adjustment in the exchange price in the following events:

           (a) in the event that the book value of the Company as of the
     Effective Time shall be materially less than One Million Four Hundred
     Thousand Seven Hundred Sixty Eight Dollars ($1,405,768) [the book value
     of the Company on November 30, 1995] there will be an adjustment in the
     exchange price to reduce the exchange price on a dollar for dollar basis
     for the material difference in the book value of the Company and $
     1,405,768.  The exchange price reduction will reduce the principal
     balance of the promissory note provided in 1.3(c) above.  The book value
     as of the Effective Time will be determined by KPMG Peat Marwick ("KPMG")
     to verify and substantiate the computation.  The book value determination
     will be made in accordance with generally accepted accounting principles,
     consistently applied with past practices to the extent such practices are
     consistent with generally accepted accounting principles.  For purposes
     of this paragraph "material" shall mean five thousand dollars ($5,000) or
     more.

           (b) In the event that the Ampace Stock issued to Stockholder
     pursuant to paragraph 1.3(a) above has a value at the end of two years of
     less than $5.00 per share, Ampace will issue to Stockholder an additional
     25,000 shares of Ampace Stock.  The value of the stock shall be
     determined by taking the average selling price over the previous twenty
     (20) business days preceding the second anniversary date of the closing.

2.   CLOSING AND EFFECTIVE TIME.

     The consummation of the merger and stock exchange and the other
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Bernstein, Stair & McAdams, Suite 600, 530 S.  Gay Street,
Knoxville, Tennessee 37902 or such other time and place as shall be mutually
agreed.  The date on which the Closing occurs is referred to as the

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"Closing Date." The Effective Time for the merger will be the close of
business on March 31, 1996.

3.   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.

     Stockholder hereby makes the following representations and warranties to,
and covenants with, NewCo.  When a representation or warranty is made "to the
best of Stockholder's knowledge," Stockholder shall, after a reasonably
diligent investigation, have reasonable ground to believe, and shall believe,
that the representation and warranty as stated is true.  As of the Closing
Date, Stockholder will be deemed to have made such representations and
warranties at and as of such time.

     3.1 DUE ORGANIZATION.  Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of North Carolina,
and is duly authorized and qualified to do business in all states and
jurisdictions in which the character or location of the properties owned or
leased by it or the nature of the business conducted by it makes such authority
and qualification necessary.  Copies of the Articles of Incorporation
(certified by the Secretary of State of the State of North Carolina) and Bylaws
(certified by the Secretary of the Company), each as amended, of the Company
have previously been delivered to NewCo.  The stock records and minute books of
Company, as heretofore made available to NewCo, are correct and complete.  The
Company has no subsidiaries.

     3.2 AUTHORIZATION.  Company has corporate power and authority to enter
into this Agreement and the other documents and instruments to be delivered
pursuant to this Agreement and to consummate the transactions contemplated
hereby.  The execution and delivery by Company of this Agreement and the
consummation of the purchase and sale of the Company Stock and the other
transactions contemplated by this Agreement by Company have been duly and
validly authorized by all necessary corporate action on the part of Company.
This Agreement has been duly and validly executed and delivered by Company and
Stockholder and, to the best of Stockholder's knowledge, constitutes the valid
and binding obligation of each of them, subject as to the enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency and similar laws
from time to time in effect.

     3.3 NO CONFLICTS; APPROVALS.  Neither the execution, delivery and
performance of this Agreement by Company and the Stockholder nor the
consummation of the transaction contemplated hereby will; (a) conflict with or
result in a breach of any provision of the Articles of Incorporation or Bylaws
of Company; (b) result in any conflict with, breach of, or default (or give
rise to any right to termination, cancellation or acceleration or loss of any
right or benefit) under or require any consent or approval which has not been
obtained with respect to any of the terms, conditions or provisions of any
material contract or agreement to which either Stockholder or Company is a
party or by which any of their respective assets may be bound; or (c) violate
any order, law, rule or regulation applicable to either Stockholder or Company
or by which any of their respective properties or assets may be bound.  No
action, consent or approval by, or filing by Company with, any Federal, state,
municipal, foreign or other court or governmental body or agency, or any other
regulatory body, is required in connection with the execution, delivery or

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performance by Stockholder or Company of this Agreement or the consummation by
Company of the transactions contemplated hereby, except for any obtained prior
to the Closing Date.

     3.4  CAPITAL STOCK OF COMPANY.  The authorized capital stock of Company
consists of 1000 shares of common stock, of which 306 shares are issued and
outstanding.  All of the issued and outstanding shares of the Company Stock
have been duly authorized and are validly issued, fully paid and nonassessable,
and are owned beneficially and of record by the Stockholder as set forth on
Schedule 3.4.  Stockholder has, and as of the Closing Date will have, good
title to such shares of Company Stock, free and clear of all liens, claims,
security interests and encumbrances of every kind.  Upon conveyance and
delivery of the Company Stock to NewCo and payment therefor by NewCo as herein
provided, NewCo shall be the owner of such Company Stock free and clear of
liens, claims, restrictions or encumbrances of any kind.  Such shares of
Company Stock were offered, issued, sold and delivered by Company in compliance
with all applicable state and federal laws governing the offer and sale of
securities.  Further, to the best of Stockholder's knowledge, none of such
shares of Company Stock were issued in violation of the preemptive rights of
any past or present stockholder.

     3.5 TRANSACTIONS IN CAPITAL STOCK.  Except as provided on Schedule 3.5,
Company has not acquired, directly or indirectly, any shares of its capital
stock in the previous two years.  No option, warrant, call, conversion right or
commitment of any kind exists that obligates Company to issue any of its
respective authorized but unissued capital stock.  In addition, Company does
not have any obligation (contingent or otherwise) to purchase, redeem or
otherwise acquire any of its capital stock or any interests therein or to pay
and dividend or make any distribution in respect thereof.  The voting stock
structure of Company or the ownership of shares by Stockholder has not been
altered or changed in contemplation of the transactions contemplated hereby.
None of the shares of Company Stock were issued pursuant to awards, grants or
bonuses.

     3.6 PREDECESSOR STATUS; ETC.  Set forth in Schedule 3.6 is a listing of
all names of all predecessor companies of Company, including the names of any
entities from whom Company previously acquired significant assets.  Except as
disclosed in Schedule 3.6, Company has never been a subsidiary or division of
another corporation nor been a part of any acquisition which was later
rescinded.  Neither Company nor Stockholder has ever owned any capital stock of
NewCo nor has there been any sale or spin-off of significant assets of Company
other than in the ordinary course of business.

     3.7 FINANCIAL STATEMENTS.  Attached as Schedule 3.7 are copies of the
unaudited Balance Sheets of Company as of November 30, 1995 and Statements of
Income, Cash Flows and Stockholder Equity for the eleven month period ended
November 30, 1995, (the "Financial Statements").  Such Financial Statements
present fairly the financial condition of Company in all material respects as
of the dates of such statements and the results of operations of Company for
the periods then ended.  The Financial Statements are not prepared in
accordance with generally accepted accounting practices in that the Financial
Statements are unaudited, without notes, do not capitalize leases in accordance
with generally accepted accounting principles and are generally prepared on the
accrual basis without reserves and prepaid items and other timing

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adjustments, which overtime are recognized in the Financial Statements.  NewCo
acknowledges that it has had an opportunity to examine the Financial Statements
and review the methods of preparation.  Buyer has been provided with all
information requested as to the methodology used by the Company in the
preparation of the Financial Statements.  At NewCo's request, the President or
Chief Financial Officer of Company will execute any documentation reasonably
required by NewCo's independent public accountants or any stock exchange or
automated trading system on which the capital stock of NewCo is traded with
respect to the accounting issues.  Stockholder and Company specifically
represent that the book value of Company Stock as disclosed to NewCo was
determined based upon the Company's Financial Statements.

     3.8 LIABILITIES AND OBLIGATIONS.  Schedule 3.8 sets forth, as of November
30, 1995 (the "Balance Sheet Date") all liabilities and obligations of Company
not reflected on the Financial Statements and any material liabilities or
obligations incurred thereafter which are not in the ordinary course of
business.  For each such liability or obligation for which the amount is not
fixed or is contested, Schedule 3.8 sets forth the following information:

         (a) a summary description of the liability or obligation together
     with the following:

             (i)  copies of all relevant documentation relating thereto;

             (ii) amounts claimed and any other action or relief sought;
                  and

            (iii) name of claimant and all other parties to any claim,
                  suit or proceeding.

         (b) the name of each court or agency, if any, before which a claim,
      suit or proceeding is pending; and

         (c) the date such claim, suit or proceeding was instituted.

The Company has good and marketable title to those assets reflected in the
Financial Statements and to all of its other assets and properties except as
set forth in Schedule 3.8.  Upon the Closing, NewCo will own such assets free
and clear of any liens, claims, security interest or encumbrances of any kind
except as described in this Schedule 3.8.

     3.9 ACCOUNTS AND NOTES RECEIVABLE.  Schedule 3.9 sets forth, as of
November 30, l995, the accounts and notes receivable of Company, including
receivables from and advances to employees and Stockholder, along with an aging
of all accounts and notes receivable showing amounts due in 30-day aging
categories.  Except to the extent reflected on Schedule 3.9, to the best of
Stockholder's knowledge, all accounts and notes receivable of Company arose
from the sale of products and services in the ordinary course of business, are
legal, valid and binding claims of Company, and each is collectible in the
ordinary course of business, subject to reserves in the amounts shown in
Company's financial records net of reserves as reflected on Company's

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Financial Statements.  Said accounts and notes receivables are not subject to
valid defenses, set-offs or counterclaims.

     3.10  PERMITS.  Schedule 3.10 sets forth, an accurate list and summary
description of all permits, titles (including motor vehicles titles and current
registrations), fuel permits, licenses, franchises and certificates (the
"Permits") held by Company.  All of such Permits are adequate for the operation
of the business of Company as it is presently being conducted including without
limitation: (i) that all drivers of or for Company meet all Department of
Transportation ("DOT") qualifications and such drivers possess proper
certification, licenses and endorsements; (ii) that the DOT certification
contains a satisfactory carrier rating; and (iii) that all drivers of and for
Company are in substantial compliance with all applicable rules and regulations
with the Federal Highway Safety Standards.  Neither execution and delivery by
Company of this Agreement, nor the consummation of the sale transactions
contemplated hereby, will cause a default under or alter or impair any rights
under such Permits.

     3.11  REAL AND PERSONAL PROPERTY.  Schedule 3.11 sets forth a substantially
complete description of all real property and all vehicles including tractors
and trailers ("Vehicles") owned or leased by Company, and all personal property
constituting fixed assets, including true and correct copies of leases for
equipment and properties on which are situated buildings, warehouses,
workshops, garages and other structures used in the operation of the business
of Company, and including an indication as to which assets were formerly owned
by business or personal affiliates of Company.  Except as shown on Schedule
3.11, all of the vehicles, machinery and equipment of Company are in good
working order and condition subject to ordinary wear, tear and normal usual
breakage. All such leases set forth on Schedule 3.11 are in full force and
effect and constitute valid and binding agreements of the parties (and their
successors) thereto. All assets used by Company in the operation of its
business are either owned by Company or leased under an agreement listed on
Schedule 3.11.  Included in Schedule 3.11 is a list and description of all real
property and vehicles currently owned by Company.

     3.12  MATERIAL CONTRACTS AND COMMITMENTS.  Schedule 3.12 sets forth an
accurate list of all material contracts, commitments and similar agreements or
arrangements, whether written or oral (the "Contracts"), to which Company is a
party or by "Contracts"), to which Company is a party or by which any of them
or any of its properties may be bound (including, but not limited to, municipal
contracts, joint venture or partnership agreements, lease agreements identified
in Schedule 3.11, contracts with any labor organizations, loan agreements,
indemnity or guaranty agreements, bonds, mortgages, options to purchase land,
liens, pledges or other security agreements) which are not (i) terminable by
either party upon not more than thirty (30) days notice without penalty or more
than $5000 or (ii) do not involve monthly payments of more than two hundred
fifty dollars ($250) per month and extend for more than thirty six (36) months.
Stockholder has delivered true copies of such Contracts to NewCo.  Except to
the extent set forth on Schedule 3.12, Company has complied with all material
commitments and obligations pertaining to the Contracts, respectively, and is
not in material default under any such Contract and no notice of default has
been received.  To the best of Stockholder's knowledge, each of the Contracts
is a valid and binding obligation of Company and is in full force and effect
and will continue in such force and effect following the sale transaction
contemplated by this Agreement.


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No waiver, indulgence or postponement of any obligations thereunder has been
granted by any party to the Contracts.  No consent or approval is required by
any person or entity pursuant to the terms of any Contract or otherwise in
order to permit the execution, delivery and performance by Stockholder of this
Agreement and the transactions contemplated hereby.

     To the best of Stockholder's knowledge and except as disclosed in Schedule
3.12, (a) no supplier providing products, components, materials or services to
Company intends to cease selling such products, components, materials or
services to Company, or to limit or reduce such sales to Company or materially
alter the terms or conditions of any such sales, and (b) no customer of Company
which individually represented or accounted for at least $100,000 of Company's
total sales for the year ended December 31, 1995, or any of the other customers
of Company that taken together in aggregate represent a material portion of
Company's business, intends or intend to terminate, limit, reduce or change its
or their business relations with Company.  Seller will arrange a meeting
between NewCo and Klaussner Furniture as an introduction to NewCo and for NewCo
to ascertain to its satisfaction that Klaussner Furniture will continue to do
business with Company after the Closing Date.  Said determination will be
considered a part of NewCo's due diligence.  NewCo acknowledges that there is
usual and normal turnover in the customer base of trucking companies and there
is no guarantee that customers of the Company will continue to do business with
the Company.

     3.13  LABOR UNIONS.  Except as set forth in Schedule 3.13, Company is not
bound by or subject to (and none of its respective assets or properties is
bound by or subject to) any arrangement with any labor union.  Except as set
forth on Schedule 3.13, no employees of Company are represented by any labor
union or covered by any collective bargaining agreement nor, to the best of
Stockholder's knowledge, is any organizational campaign to establish such
representation in progress.  There is no pending or threatened labor dispute
involving Company and any group of their respective employees nor has Company
experienced any labor interruptions over the past three years.

     3.14  TITLE TO REAL PROPERTY.  Seller shall furnish a title opinion,
updated to within 30 days of the Closing Date, on the real property identified
in Schedule 3.11.  The title report identified in Schedule 3.14 fairly presents
the state of title to the real property described thereon.

     3.15  INSURANCE.  Schedule 3.15 sets forth an accurate list of all
insurance policies carried by Company, all insurance loss runs or workers
compensation claims received for the past policy year and will apply its best
efforts to obtain the loss runs for the previous four years prior to Closing.
Copies of all policies currently in effect have been delivered to NewCo and
are, to the best of Stockholder's knowledge, true and correct.  The insurance
carried by Company with respect to its properties, assets and businesses is in
amounts sufficient for the reasonably prudent protection of the businesses
conducted.  Except as set forth on Schedule 3.15, such insurance policies are
currently in full force and effect.  The insurance coverage of Company has
never been canceled and Company has not ever been denied coverage.  All
premiums due on the insurance policies identified on Schedule 3.15 have been
fully and timely paid.

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     3.16  COMPENSATION.  Schedule 3.16 sets forth an accurate schedule showing
all officers, directors and key employees of Company and the current rate of
compensation (and the portions thereof attributable to salary, bonus and other
compensation, respectively), the date of last increase in compensation and the
expected date of current increase in compensation, if any.  All such
compensation, including, but not limited to, wages, bonuses, commissions,
overtime, sick leave, severance pay and vacation benefits incurred or accrued
for all employees prior to the date of this Agreement have been fully paid, are
reflected on the Financial Statements, or are set forth in Schedule 3.16.
Company and Stockholder have previously provided to NewCo copies of all
employee handbooks, manuals or notices used or issued by it at any time
relating to terms or conditions of employment or compensation of employees.

     3.17  EMPLOYEE BENEFIT PLANS.  Schedule 3.17 sets forth an accurate
schedule listing all employee benefit or welfare plans maintained by Company,
to which Company contributes, with respect which Company acts as administrator,
trustee or fiduciary or with respect to which Company has any liability,
(whether written or oral) including any plan that was frozen, terminated or
merged into another plan.  Said Schedule 3.17 shall include without limitation
any pension, profit-sharing, bonus, stock option, incentive, deferred
compensation, hospitalization, medical, insurance or other plan or arrangement,
and any employment agreement containing "golden parachute" provisions, and a
description of such plans and arrangements, together with copies of such plans,
amendments, agreements and any trusts related thereto, and classifications of
employees covered thereby.  All employee benefit plans listed on Schedule 3.17
are, in compliance and have from their inception been operated in accordance
with all applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") and the regulations issued thereunder, as well as
with all other applicable federal, state and local statutes, ordinances and
regulations and with the terms of the plan.

     All reports, notices and information required to be given to any
individual or entity or any governmental agency or authority in connection with
an employee benefit or welfare plan have been given in a complete and timely
fashion.  No event has occurred with respect to an employee benefit or welfare
plan that would cause the imposition of any tax or penalty against the plan (or
its related trust) or Company.

     3.18  QUALIFIED PLANS.  All plans listed on Schedule 3.18 that are intended
to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code") have been determined by the Internal
Revenue Service to be so qualified, and copies of such determination letters
are included as part of Schedule 3.18.  Except as disclosed on Schedule 3.18,
all reports and other documents required to be filed with any governmental
agency or distributed to plan participants or beneficiaries (including, but not
limited to, actuarial reports, audits and tax returns) have been timely filed
or distributed, and true copies thereof have been delivered to NewCo.  The
Stockholder, any such plan listed in Schedule 3.18, and the Company have not
engaged in any transaction prohibited under the provisions of Section 4975 of
the Code or Section 406 of ERISA.  No such plan listed in Schedule 3.18 has
incurred an accumulated funding deficiency, as defined in Section 412(a) of the
Code and Section 302(1) of ERISA; and, Company has not incurred any liability
for excise tax or penalty due to the Internal

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Revenue Service nor any liability to the Pension Benefit Guaranty Corporation.
Stockholder further represents that:

           (a) there have been no terminations, partial terminations or
      discontinuance of contributions to any such Qualified Plan intended to
      qualify under Section 401(a) of the Code without notice to and approval
      by the Internal Revenue Service;

           (b) no such plan listed in Schedule 3.18 subject to the provisions
      of Title IV of ERISA has been terminated;

           (c) except for the transactions contemplated hereby, there have been
      no "reportable events" (as that phrase is defined in Section 4043 of
      ERISA) with respect to any such plan listed in Schedule 3.18; and

           (d) except for the transactions contemplated hereby, the Company has
      not incurred liability under Section 4062 of ERISA.

      3.19 CONFORMITY WITH LAW.  Company is not in material default under any
law or regulation or under any order of any court or federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality having jurisdiction over any of them; and except to the extent
set forth in Schedule 3.8 (excluding claims or suits which are covered by
insurance), there are no claims, actions, suits or proceedings pending or
threatened against or affecting Company, at law or in equity, or before or by
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality having jurisdiction over any of them
including without limitation any under charge claims in excess of $25,000 and,
no notice of any claim, action, suit or proceeding, whether pending or
threatened, has been received.  Company has conducted and is conducting its
business in compliance with the requirements, standards, criteria and
conditions set forth in applicable federal, state and local statutes,
ordinances, permits, licenses, orders, approvals, variances, rules and
regulations and are not in violation of any of the foregoing that might
materially and adversely affect the business, operations, affairs, prospects,
properties, assets, profits or condition (financial or otherwise) of Company,
taken as a whole.

      3.20  TAXES.  Company has timely filed all requisite federal and other tax
returns for all fiscal periods ended on or before the Balance Sheet Date; and
except as set forth on Schedule 3.20, there are no examinations in progress or
claims against them for federal and other taxes (including penalties and
interest) for any period or periods prior to and including the Balance Sheet
Date and no notice of any claim, whether pending or threatened, for taxes has
been received.  There have been no audits by federal or state authorities
except as set forth on Schedule 3.20 and all years are open under the
applicable statute of limitations for the respective years.  To the best of
Stockholders' knowledge, there are no tax liabilities, contingent or otherwise,
which are not reflected as liabilities on the balance sheets included in the
Financial Statements except as set

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forth on Schedule 3.20.  No circumstances exist as of the date hereof, nor will
any circumstances exist at the Closing Date, which, with the passage of time,
audit or otherwise may result in the imposition of additional tax liabilities
on Company except as set forth on Schedule 3.20.  Company has not consented to
an extension of or waived any applicable statute of limitations with respect to
tax liabilities, nor has Company granted any presently outstanding power of
attorney with respect thereto.  Copies of (i) any tax examinations, (ii)
extensions of statutory limitations and (iii) the federal and local income tax
returns and franchise tax returns of Company for their last three (3) fiscal
years, or such shorter period of time as any of them shall have existed, are
attached hereto as Schedule 3.20.

     Company has paid all withholding taxes, social security and medicare taxes
and unemployment taxes in accordance with applicable law and all required
deposits have been timely made.

     3.21  INTELLECTUAL PROPERTY.  All patents, patent applications, copyrights,
trademarks, trade names, service marks and other intellectual property
("Intellectual Property") owned or controlled by Company or any subsidiary and
which have been used in their respective businesses are listed on Schedule
3.21.  Except as set forth in Schedule 3.21, Company has and owns, directly or
indirectly, all rights, title and interest to such Intellectual Property and
there are no claims or proceedings pending or threatened against Company
asserting the use of any of the Intellectual Property infringes the rights of
any other person.  Company owns or has adequate licenses or other rights to use
all material patents, patent applications, inventions, know-how, technical
information and other Intellectual Property used in the conduct of their
respective businesses.

     3.22  GOVERNMENTAL CONTRACTS.  Except as set forth on Schedule 3.22,
Company is not a party to any governmental contract subject to price
redetermination or renegotiation.

     3.23  ABSENCE OF CHANGES.  Except as set forth in on Schedule 3.23, since
the Balance Sheet Date, there has not been:

           (a) any material adverse change in the financial condition, assets,
      liabilities (contingent or otherwise), income or business of Company;

           (b) any damage, destruction or loss (whether or not covered by
      insurance) materially adversely affecting the properties or business of
      Company;

           (c) any change in the authorized capital stock of Company or in its
      securities outstanding or any change in its ownership interests or any
      grant of any options, warrants, calls, conversion rights or commitments;

           (d) any declaration or payment of any dividend or distribution in
      respect of the capital stock or any direct or indirect redemption,
      purchase or other acquisition of any of the capital stock of Company;

           (e) any increase in the compensation, bonus, sales commissions or
      fee arrangement payable or to become payable by Company to any of its
      respective officers,




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      directors, Stockholder, employees, consultant or agents except in the
      normal course of business consistent with past practices;

           (f) any work interruptions or any event or condition of any
      character, materially adversely affecting the business or future
      prospects of Company other than normal interruptions from weather or
      similar acts of normal business operation which occur from time to time:

           (g) any sale or transfer, or any agreement to sell or transfer, any
      material assets, property or rights of Company to any person, including,
      without limitation, Stockholder or any affiliate thereof;

           (h) any cancellation, or agreement to cancel, any material
      indebtedness or other material obligation owing to Company, including
      without limitation any indebtedness or obligation of Stockholder or any
      affiliate thereof;

           (i) any plan, agreement or arrangement granting any preferential
      rights to purchase or acquire any interest in any of the assets, property
      or rights of Company or requiring consent of any party to the transfer
      and assignment of any such assets, property or rights;

           (j) any purchase or acquisition, or agreement, plan or arrangement
      to purchase or acquire, any property, rights or assets other than in the
      normal course of business consistent with past practices: or

           (k) any breach, amendment or termination of any material contract,
      agreement, license, permit or other right to which Company or any
      Subsidiary is a party.

      3.24  DEPOSIT ACCOUNTS; POWERS OF ATTORNEY.  Schedule 3.24 sets forth an
accurate schedule as of the date of the Agreement, of (i) the name of each
financial institution in which Company has accounts or safe deposit boxes; (ii)
the names in which the accounts or boxes are held; (iii) the type of account;
and (iv) the name of each person authorized to draw thereon or have access
thereto.  Schedule 3.24 also sets forth, the name of each person, corporation,
firm or other entity holding a general or special power of attorney from
Company and a description of the terms of such power.

      3.25  BROKERS AND FINDERS.  Except as to the brokers set forth on Schedule
3.25, which the Stockholder agrees to pay, neither of the Stockholder, Company
or any of their officers, directors or employees has employed any broker, agent
or finder or incurred any liability for any brokerage fees, commissions or
finders' fees in cash for the purchase and sale of Company Stock and other
transactions contemplated by the Agreement or otherwise in connection with the
sale of the Company Stock.  Except as set forth on Schedule 3.25, Stockholder,
Company or any of its officers, directors, or employees on behalf of any of
them have not incurred any liabilities for any financial advisory fees,
brokerage fees, commissions or finders' fees that remain unpaid in connection
with any transaction or proposed transaction.




                                     11

<PAGE>   12

     3.26  ENVIRONMENTAL MATTERS.  Except as disclosed on Schedule 3.26, the
Company has not disposed of, or contracted for the disposal of, hazardous
wastes, hazardous substances, infectious or medical waste, as those terms are
defined by the Resource Conservation and Recovery Act of 1976, as amended
("RCRA"), the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended ("CERCLA"), or any comparable state laws, rules or
regulations.  Except as disclosed on Schedule 3.26, there has been no storage
or treatment of solid wastes or hazardous wastes (as defined in RCRA) by
Company or any predecessor in interest at any site or other facility owned or
operated by Company in violation of any applicable law, rule, regulation,
order, judgment or permit or that would require any remedial action under any
applicable law.  Except as disclosed on Schedule 3.26, (a) Company has not
received any notice of any violation with respect to asbestos or other toxic,
hazardous, or dangerous materials at any of its sites, and (b) there has been
no spill, discharge, leak, emission, injection, escape, dumping or release of
any kind of toxic, dangerous, or hazardous substances at any location or into
the environment by Company or any of its officers, directors, employees or
agents.  Except as disclosed on Schedule 3.26, no employee of Company has, in
the course and scope of his employment, been exposed in violation of any law or
regulation to hazardous, infectious or toxic wastes or substances.  In
addition, except as disclosed on Schedule 3.26, neither Company nor Stockholder
has knowledge of any assertion by any governmental agency or other regulatory
authority of any enforcement action.  Schedule 3.26 sets forth a complete list,
of all disposal sites utilized in the past five years by Company or any of its
predecessors.  Schedule 3.26 contains a complete list of all correspondence,
notices, orders, permits, clearances or compliance letters issued by or to any
federal, state or local governmental body or agency relating in any way to any
violation of environmental laws or any cleanup, removal or other remedial
action.

     3.27  OCCUPATIONAL SAFETY AND HEALTH.  Except as set forth in Schedule
3.27, Company has not received any notice, citation, claim, assessment or
proposed assessment as to or alleging any violation of any federal, state or
local occupational safety and health laws and no violation which is material
presently exists.  Company is not a party to any pending dispute with respect
to its compliance with any federal, state or local occupational safety and
health laws.

     3.28  EMPLOYEE MATTERS.  Company is not and has not engaged in any unfair
labor practice within the meaning of Section 8 of the National Labor Relations
Act, as amended, and there is no proceeding or investigation pending or
threatened against it with respect thereto.  There are no, and during the last
five years, have not been any, formal, informal or internal charges or
complaints of, or any proceedings or lawsuits pending or threatened involving,
discrimination or harassment (including, but not limited to, discrimination or
harassment based upon gender, age, marital status, race, religion, color,
creed, national origin, sexual preference, handicap or veteran status), nor is
there any investigation pending or threatened before the Equal Employment
Opportunity Commission or any other federal, state or local agency or authority
with respect to alleged or actual discrimination or harassment, by Company or
any of its employees.



                                     12
<PAGE>   13

     Company is in compliance in all material respects with the Family and
Medical Leave Act and the Americans With Disabilities Act, as amended.

     3.29  COMPLIANCE WITH ZONING AND OTHER REGULATIONS; ASSESSMENTS.  Except as
set forth in Schedule 3.29, none of the personal property or real property and
structures and improvements located thereon or therein, owned or leased by
Company in connection with its business is in violation of any law or any
zoning, environmental or other ordinance, code, rule, regulation, of any
governmental body or other authority having jurisdiction thereof, including
provisions related to permissible nonconforming uses, if any.  No notice from
any governmental body or other party has been served upon Company, or upon any
property owned or leased in connection with its business, claiming any
violation of such law, ordinance, code, rule or regulation or requiring or
calling attention to the need for any work, repair, construction, alteration or
installation on or in connection with such property and to the best of
Stockholder's knowledge, no such violation exists.  Company has received no
notice of any special tax assessments affecting any property owned or leased in
connection with its business and no such assessments are pending or
contemplated.

     3.30  PENDING LITIGATION.  Except as set forth in Schedule 3.30 (other than
claims or suits which are covered by insurance), there is no claim, action,
suit, litigation or proceeding of any nature (including, without limitation,
any governmental, administrative or other investigation) pending or, to the
best of Stockholder's knowledge, threatened against or affecting Company or its
business in any court or before any federal, state, county or municipal
department, commission, board, bureau, agency or other government instrument,
nor is there any governmental administrative or other investigation or
proceeding underway involving the properties or business of Company.  Neither
Company nor Stockholder have any knowledge of a basis for any claim, action,
suit, litigation or proceeding against, by or affecting Company except as set
forth in Schedule 3.30.

     3.31  UNDERGROUND STORAGE TANKS.  Except as set forth on Schedule 3.31,
Company has not ever owned or leased any real estate having any underground
storage tanks containing petroleum products or wastes or other hazardous
substances regulated by RCRA, CERCLA or other applicable federal, state or
local laws, rules and regulations and requirements.

     3.32  RELATIONS WITH GOVERNMENT.  Except as set forth on Schedule 3.32,
neither Stockholder nor Company has made, offered or agreed to offer anything
of value to any governmental official, political party or candidate for
government office nor, to the best of Stockholder's knowledge, has it otherwise
taken any action that would cause Company to be in violation of the Foreign
Corrupt Practices Act of 1977, as amended, or any law of similar effect, except
for political contributions permitted under the laws of North Carolina.

     3.33  DISCLOSURE.  This Agreement and the schedules hereto and all other
documents and information furnished to NewCo and its representatives pursuant
hereto do not and will not include any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein not
misleading.



                                     13
<PAGE>   14

4.   REPRESENTATIONS OF NEWCO

     NewCo and Ampace, jointly and severally, make the following
representations and warranties to, and covenants with, Stockholder.  When a
representation or warranty is made "to the best of NewCo's or Ampace's
knowledge," NewCo and/or Ampace shall, after a reasonably diligent
investigation, have reasonable ground to believe, and shall believe, that the
representation and warranty as stated is true.  References to Ampace shall
include all subsidiaries or other businesses under its control as the context
shall require.  As of the Closing Date, NewCo and Ampace shall be deemed to
have made such representations and warranties at and as of such time.

     4.1  DUE ORGANIZATION.  Ampace is duly organized, validly existing and in
good standing under the laws of Delaware, and is duly authorized, qualified and
licensed under all applicable laws, regulations, ordinances and orders of
public authorities to carry on its business in the places and in the manner as
now conducted except where the failure to be so authorized, qualified or
licensed would not have a material adverse affect on its business.  Copies of
the Certificate of Incorporation of Ampace (certified by the Delaware Secretary
of State) and the Bylaws of Ampace (certified by the clerk or secretary of the
corporation) are attached hereto as Schedule 4.1.  The stock records and minute
books of Ampace, as heretofore made available to the Stockholder, are correct
and complete.  NewCo is duly organized, validly existing and in good standing
under the laws of Delaware, and is duly authorized, qualified and licensed
under all applicable laws, regulations, ordinances and orders of public
authorities to carry on its business in the places and in the manner as now
conducted except where the failure to be so authorized, qualified or licensed
would not have a material adverse affect on its business.  Copies of the
Certificate of Incorporation of NewCo (certified by the Delaware Secretary of
State) and the Bylaws of NewCo (certified by the clerk or secretary of the
corporation) are attached hereto as Schedule 4.1.  The stock records and minute
books of NewCo, as heretofore made available to the Stockholder, are correct
and complete.

     4.2  AUTHORIZATION.  Ampace has the corporate power and authority to
execute and deliver this Agreement and the other documents and instruments to
be delivered pursuant to this Agreement and to consummate the sale and the
other transactions contemplated hereby.  The execution and delivery by Ampace
of this Agreement, the consummation of the sale and other transactions
contemplated hereby by Ampace have been duly and validly authorized by all
necessary corporate action on the part of Ampace.  This Agreement has been duly
and validly executed and delivered by Ampace and constitutes the valid and
binding obligations of it enforceable in accordance with its terms, subject as
to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency and similar laws from time to time in effect.

     4.3  NO CONFLICTS; APPROVALS.  Neither the execution, delivery and
performance of this Agreement, the consummation of the sale and other
transactions contemplated hereby by Ampace and NewCo will (a) conflict with or
result in a breach of any provision of the charter or bylaws of either Ampace
and NewCo, (b) result in any conflict with, breach of, or default (or give rise
to any right to termination, cancellation or acceleration or loss of any right
or benefit) under or require any consent or approval which has not been
obtained with respect to any of the



                                     14
<PAGE>   15


terms, conditions or provisions of any indenture, contract, agreement or
instrument to which Ampace and NewCo is a party or by which any of its
properties may be bound or (c) violate any order, law, rule or regulation
applicable to Ampace and NewCo or by which any of its properties is bound.  No
action, consent or approval by, or filing by Ampace and NewCo with, any
Federal, state, municipal, foreign or other court or governmental body or
agency, or any other regulatory body, is required in connection with the
execution and delivery by Ampace and NewCo of this Agreement or the
consummation by Ampace and NewCo of the purchase of the Company Stock and the
other transactions contemplated hereby, other than such as shall have been
obtained prior to the Closing.

     4.4  CAPITAL STOCK.  The authorized stock of Ampace consists of 10,000,000
shares of common stock, of which 2,800,000 shares are issued and outstanding.
All of the issued and outstanding shares of Ampace stock have been duly
authorized and are validly issued, fully paid and non-assessable.  Schedule 4.3
sets forth all options, warrants, causes, or rights or any other agreement or
commitment, either formal or informal or firm or contingent, obligating Ampace
to issue, deliver, sell, or cause to be issued, delivered or sold any
additional shares of capital stock or other securities of the Ampace or
obligating it to grant, extend or enter into such agreement or commitment.

     4.5  FINANCIAL STATEMENTS.  Attached as Schedule 4.4 are copies of the
audited balance sheets and statements of income, cash flows of Arnpace as of
December 31, 1994 and interim balance sheets and statements of income, cash
flows for the quarters [year ending] ending on or before December 31, 1995,
(the "Financial Statements").  Such Financial Statements present fairly the
financial condition of Ampace as of the dates of each statement, and the result
of operations of Ampace for the periods then ended.  Such statements have been
prepared in accordance with the books and records of Ampace which are complete
and accurate in all material respects and which have been maintained in
accordance with good business practices and have been prepared in accordance
with generally accepted accounting principles, subject in the case of interim
financial statements to normal reoccurring year end adjustments.

     4.6  CONFORMITY WITH THE LAW.  Ampace is not in material default under any
law or regulation or under any order of any court of Federal, State, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, having jurisdiction over it; except and to the extent set
forth in Schedule 4.5 (other than claims or suits which are covered by
insurance) there are no claims, actions, suits or proceedings pending or
threatened against or affecting the Ampace, at law or at equity, or before or
by any Federal, State, municipal or other governmental department, commission,
board, bureau, agency or instrumentality having jurisdiction over any of it
including without limitation any under charge claims in excess of $25,000.00
and, no notice of any claim, action, suit or proceeding whether pending or
threatened has been received.  Ampace has conducted and is conducting its
business in accordance with the requirements, standards, criteria and
conditions set forth in applicable Federal, State and local statutes,
ordinances, permits, licenses, orders, approvals, variances, rules and
regulations and are not in violation of any of the foregoing that might
materially and adversely affect the business, operations, affairs, prospects,
properties, assets, profits or conditions (financial or otherwise) of the
Company, when taken as a whole.



                                     15
<PAGE>   16


     4.7  MATERIAL CONTRACTS AND Commitments.  Except as set forth in Schedule
4.6, Ampace is not in violation of, breach of or default under any material
contract (including, but not limited to any note, lease, security instrument,
mortgage, agreement, contract or commitment) to which Ampace is a party or by
which any of its material properties or assets is bound, the violation of,
breach of, or default under would have a material adverse affect.

     4.8  EXCHANGED STOCK.  The stock which Ampace will issue to the Stockholder
pursuant to this Agreement is or will be as of the closing duly and validly
issued, fully paid and nonassessable.  The stock is not issued under the
Securities Act of 1933, but has been duly registered under the Securities
Exchange Act of 1934.  Ampace has made all filings in a timely basis with
respect to the Securities and Exchange Commission and has delivered to the
Stockholder copies of all quarterly and annual filings made by Arnpace with the
Securities Exchange Commission.

     4.9  EMPLOYEE BENEFIT PLANS.  Ampace with respect to the employee benefit
plans, as defined by ERISA, have been operated in material compliance with
ERISA and are not subject to any liability for excise tax or penalty due under
the Internal Revenue Code or liability through the Pension Benefit Guaranty
Corporation.  Ampace does not nor has not maintained an employee benefit plan
that is subject to minimum funding through the minimum funding requirements of
ERISA.

     4.10  MATERIAL INTERESTS OF Certain PERSONS.  No officer or director of
Ampace, or any "associate" (as such term is defined in Rule 14a-1 under the
1934 Act) of any such officer or director, has any material interest in any
significant contract or lease of any property (real or personal), tangible or
intangible, used in or pertaining to the business of Arnpace or its
subsidiaries.  Significant contract as herein defined shall mean any contract
that involved more than $25,000.00 in payments over a period of less than
twenty-four (24) months.

     4.11  LITIGATION.  Except as set forth in Schedule 4.10 (other than claims
or suits which are covered by insurance), there is no claim, action, suit,
litigation or proceeding of any nature (including, without limitation any
governmental, administrative or other investigation) pending or threatened
against or affecting Ampace or its business in any court or before any Federal,
State, county or municipal department, commission, board, bureau, agency or
other governmental instrumentality nor is there any governmental,
administrative or other investigation or proceeding under way involving the
properties or business of Ampace.  Ampace has no knowledge of a basis for any
claim, action, suit, litigation or proceeding against, by or affecting Ampace.

     4.12  OMISSION.  This Agreement and the schedules hereto and all documents
and other information furnished to the Stockholder and their representatives by
Ampace pursuant hereto do not and will not include any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein not misleading.



                                     16
<PAGE>   17


     4.13  BROKERS AND FINDERS.  Arnpace and NewCo or its officers, directors or
employees have not employed as broker, agent or finder have incurred any
liability for any brokerage fees, commissions or finders' fees in connection
with the sale and other transactions contemplated by the Agreement.  Neither
Ampace and NewCo nor any of its officers, directors or employees on behalf of
any of them have incurred any liabilities for any financial advisor fees,
brokerage fees, commissions or finders' fees that remain unpaid in connection
with any transaction or proposed transaction described herein.

5.   COVENANTS PRIOR TO CLOSING.

     5.1  ACCESS AND COOPERATION.  Between the date of this Agreement and the
Closing Date, Company will each afford to the officers and authorized
representatives of the NewCo access to all of its sites, properties, books,
records, officers and key employees and will furnish each other with such
additional financial and operating data and other information as to its
business and properties as the other may from time to time reasonably request.
Each of the Company and NewCo will cooperate with the other, its
representatives, auditors and counsel in the preparation of any documents or
other material which may be required in connection with any documents or
materials required by any governmental agency.  NewCo and Company will cause
all information obtained in connection with the negotiation and performance of
this Agreement to be treated as confidential in accordance with the provisions
of Section 12 hereof.

     5.2   CONDUCT OF THE BUSINESS PENDING CLOSING.  Between the date of this
Agreement and the Closing Date, Company will:

           (a) carry on its business in substantially the same manner as it has
      heretofore and not introduce any material new method of management,
      operation or accounting;

           (b) maintain its properties and facilities, including those held
      under leases, in as good working order and condition as at present,
      ordinary wear and tear excepted;

           (c) perform all of its material obligations under agreements
      relating to or affecting its assets, properties or rights;

           (d) keep in full force and effect present insurance policies or
      other comparable insurance coverage;

           (e) use its best efforts to maintain and preserve its business
      organization intact, retain its respective present employees and maintain
      its relationships with suppliers, customers and others with which it has
      business relations;

           (f) maintain compliance with all permits, laws, rules and
      regulations, consent orders and similar requirements;

           (g) maintain present debt and lease instruments and not enter into
      new or amended debt or lease instruments; and




                                     17
<PAGE>   18

           (h) maintain present salaries and commission levels for all
      officers, directors, employees and agents, except in the normal course of
      business consistent with past practices.

      5.3  PROHIBITED ACTIVITIES.  Between the date of this Agreement and the
Closing Date, the Company will not, without the prior written consent of NewCo:

           (a) make any change in its Articles of Incorporation or Bylaws;

           (b) issue any securities, options, warrants, calls, conversion
      rights or commitments relating to its securities of any kind;

           (c) declare or pay any dividend;

           (d) except as set forth in Schedule 5.3(d), enter into any contract
      or commitment or incur or agree to incur any liability or make any
      capital expenditures in excess of $10,000;

           (e) increase the compensation payable or to become payable to any
      officer, director, stockholder, employee or agent, or make any bonus or
      management fee payment to any such person;

           (f) create, assume or permit to exist any mortgage, pledge or other
      lien or encumbrance upon any material assets or properties whether now
      owned or hereafter acquired, except as set forth in Schedule 5.3(f);

           (g) except as provided by Schedule 5.3(g), sell, assign, lease or
      otherwise transfer or dispose of any property or equipment;

           (h) negotiate for the acquisition of any business or the start-up of
      any new business;

           (i) merge or consolidate or agree to merge or consolidate with or
      into any other corporation;

           (j) waive any of its material rights or claims;

           (k) knowingly breach or permit a breach, amend or terminate any
      material Contract or Permit; or

           (l) enter into any other transaction outside the ordinary course of
      its business or prohibited hereunder.




                                     18
<PAGE>   19

     5.4  NO SHOP.  None of Stockholder, Company, or any agent, officer,
director or any representative of any of the foregoing will, during the period
commencing on the date of this Agreement and ending with the earlier to occur
of the Closing or the termination of this Agreement in accordance with its
terms, directly or indirectly (a) solicit or initiate the submission of
proposals or offers from any person for, (b) participate in any discussions
pertaining to or (c) furnish any information to any person other than NewCo
relating to, any acquisition or purchase of all or a material amount of the
assets of, or any equity interest in, the Company or a merger, consolidation or
business combination of the Company.

     5.5  MAINTENANCE OF PERSONAL PROPERTY AND REAL ESTATE.  Stockholder shall
cause Company to maintain Company's real and personal property in its present
condition, ordinary wear and tear excepted, and Stockholder shall cause Company
to perform all ordinary and regular maintenance and repairs with respect
thereto.

     5.6  NOTIFICATION OF MATERIAL ADVERSE EVENTS.  Stockholder shall promptly
notify NewCo in writing of any event following the date hereof of which
Stockholder is or becomes aware that will or is likely to have a material
adverse effect on Company's business, financial condition, prospects of its
business, the Company Stock or on the performance by Stockholder of this
Agreement.  NewCo and Ampace acknowledge the disclosure of the potential
termination of the RJR Tobacco Company freight business.

6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDER.

     The obligations of Stockholder hereunder are subject to the fulfillment,
prior to the sale transaction contemplated herein, of each of the following
conditions, any of which may be waived by Stockholder.  Upon consummation of
the purchase and sale of Company Stock and related transactions contemplated
herein, all conditions not satisfied are deemed to be waived.

     6.1  REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.  The
representations and warranties of NewCo and Ampace contained in Section 4 shall
be accurate as of the Closing Date as though such representations and
warranties had been made as of that time, except for such changes permitted or
contemplated by this Agreement.  All of the terms, covenants and conditions of
this Agreement to be complied with and performed by NewCo and Ampace on or
before the Closing Date shall have been duly complied with and performed.  A
certificate to the foregoing effect dated the Closing Date and signed by the
Chief Executive Officer and Chief Financial Officer of NewCo and Ampace shall
have been delivered to Stockholder.

     6.2  NO LITIGATION.  No action or proceeding before a court or any other
governmental agency or body shall have been instituted to restrain or prohibit
the sale transactions contemplated by this Agreement and no governmental agency
or body shall have taken any other action or made any request of Company as a
result of which the management of Company deems it inadvisable to proceed with
the transactions hereunder.


                                     19
<PAGE>   20

     6.3  EMPLOYMENT AGREEMENT.  NewCo shall have executed and delivered an
Employment Agreement for Carl Cheshire substantially in the form of Exhibit 6.3
attached hereto.  The performance of the contract by NewCo will be guaranteed
by Ampace.

     6.4  GOOD STANDING CERTIFICATES.  NewCo and Ampace shall have delivered to
Stockholder certificates, dated as of a date no longer than ten days prior to
the Closing Date, duly issued by the appropriate governmental authority in
NewCo's and Ampace's state of incorporation and in each state in which NewCo
and Ampace is authorized to do business, showing that NewCo and Ampace is
authorized to do business and that all state franchise and/or income tax
returns and taxes for Arnpace for all periods prior to the Closing have been
filed and paid.

     6.5  PROCEEDINGS SATISFACTORY.  All actions, proceedings, instruments and
documents required to carry out this Agreement or incidental hereto and all
other related legal matters will be reasonably satisfactory in form and
substance to counsel to Stockholder.

     6.6  NO MATERIAL ADVERSE CHANGE.  No material adverse change in the results
of operations, financial condition or business of Ampace taken as a whole shall
have occurred and Ampace shall not have suffered any material loss or damage to
any of its properties or assets since its most recent filings with the
Securities and Exchange Commission, which change, loss or damage materially
affects or impairs the ability of Ampace to conduct its respective businesses.

     6.7  TAX OPINION.  The Stockholder shall have received from KPMG, Certified
Public Accountants, a tax opinion that the exchange of stock in the Company
will be a tax-free exchange as provided in the Internal Revenue Code of 1986,
as amended, with respect to the shares exchanged for Ampace's shares pursuant
to this Agreement.

     6.8  OPINION OF COUNSEL.  The Stockholder shall have received an opinion of
counsel of Ampace dated as of the closing date in the form and substance
satisfactory to the counsel of the Stockholder.

     6.9  REDUCTION IN QUOTED STOCK PRICE.  The stock price of Ampace shall
average at least Three Dollars ($3.00) per share for the twenty business days
immediately preceding the Closing Date.

7. CONDITIONS TO OBLIGATIONS OF NEWCO.

     The obligations of NewCo hereunder are subject to the fulfillment, prior
to the purchase and sale transaction contemplated herein, of each of the
following conditions, any of which may be waived by NewCo.  Upon consummation
of the purchase and sale of Company Stock and related transactions contemplated
herein, all conditions not satisfied are deemed to be waived.

     7.1  REPRESENTATIONS AND WARRANTIES.  Stockholder and Company shall each
have delivered to NewCo a certificate dated the Closing Date and signed
respectively by Stockholder and the Chief Executive Officer and Chief Financial
Officer of Company to the effect that the



                                     20
<PAGE>   21

respective representations and warranties of Stockholder and Company set forth
in this Agreement shall be accurate as of the Closing Date as though such
representations and warranties had been made as of that time, except for such
changes permitted or contemplated by this Agreement, and that all of the terms,
covenants and conditions of this Agreement to be complied with and performed by
Stockholder and Company on or before the Closing Date shall have been duly
complied with and performed.  If, at the Closing, either Stockholder or Company
informs NewCo that they cannot confirm any representation or warranty as of the
Closing Date, and provides in reasonable detail a statement setting forth the
relevant facts, and NewCo waives this closing condition, the facts disclosed to
NewCo shall not be the basis for any action by NewCo for indemnification for
breach of such representation or warranty under Article 9 of the Agreement.

     7.2  NO LITIGATION.  No action or proceeding before a court or any other
governmental agency or body shall have been instituted or threatened to
restrain or prohibit the sale transactions contemplated by this Agreement and
no governmental agency or body shall have taken any other action or made any
request of NewCo as a result of which the management of NewCo deems it
inadvisable to proceed with the transactions hereunder.

     7.3  DUE DILIGENCE REVIEW.  Prior to the Closing Date, NewCo shall have had
sufficient time to review the unaudited balance sheet and financial statements
of Company as of December 31, 1995, and the unaudited statements of income,
cash flow and Stockholder' equity of Company for the periods then ended, and
such review shall be satisfactory to NewCo.  Further, NewCo shall have had
sufficient time to study the business operations of Company and to determine
whether the representations and warranties made herein and the schedules
attached hereto are accurate, and such review shall be satisfactory to NewCo.

     7.4  NO MATERIAL ADVERSE CHANGE.  No material adverse change in the results
of operations, financial condition or business of Company taken as a whole
shall have occurred, and Company shall not have suffered any material loss or
damages to any of its properties or assets since the Balance Sheet Date, which
change, loss or damage materially affects or impairs the ability of Company to
conduct its respective businesses.

     7.5  REGULATORY REVIEW.  NewCo, through its authorized representatives,
shall have completed to its reasonable satisfaction a review of the regulatory
practices and procedures of Company including, but not limited to, compliance
with federal, state and local laws and regulations governing the operations of
Company with respect to environmental, occupational safety and health and
federal and state medical reimbursement matters

     7.6  STOCKHOLDER RELEASES.  The Stockholder shall have delivered to NewCo
an instrument, in form and substance satisfactory to counsel for NewCo, dated
the Closing Date, releasing Company from any and all claims of Stockholder
against Company.

     7.7  EMPLOYMENT AGREEMENT.  Carl Cheshire shall have executed an Employment
Agreement substantially in form of Exhibit 6.3 attached hereto.




                                     21
<PAGE>   22

     7.8  CANCELLATION OR AMENDMENT OF LEASES.  All existing lease agreements
between Company and any of its Stockholder, officers, affiliates, or parties
related thereto shall either have been canceled or the rental payments and
other terms thereunder shall have been set at a level no less than fair market
value.

     7.9  OPINION OF COUNSEL.  The NewCo and Ampace shall have received an
opinion of counsel of Stockholder dated as of the closing date in the form and
substance satisfactory to the counsel of the NewCo and Ampace.

     7.10 CONSENTS AND APPROVALS.  All necessary consents of, and filings with,
any governmental authority or agency relating to the consummation of the
Purchase and Sale of Company Stock and the transactions contemplated hereby
shall have been obtained and made and no action or proceeding shall have been
instituted or threatened to restrain or prohibit the consummation of the
Purchase and Sale of Company Stock or the other transactions contemplated by
this Agreement and no governmental agency or body shall have taken any other
action or made any request of NewCo as a result of which NewCo deems it
inadvisable to proceed with the transactions hereunder.

     7.11 ADDITIONAL LIABILITIES AND OBLIGATIONS.  Stockholder shall have
delivered to NewCo a schedule, dated the Closing Date, setting forth all
material liabilities and obligations of Company and its Subsidiaries known to
Stockholder and arising since the date of Schedule 3.8.

     7.12 ADDITIONAL CONTRACTS.  Stockholder shall have delivered to NewCo a
schedule, dated the Closing Date, showing all material Contracts, together with
copies thereof, entered into by Company or any Subsidiary known to Stockholder
and arising since the date of Schedule 3.12.

     7.13 GOOD STANDING CERTIFICATES.  Stockholder shall have delivered to
NewCo certificates, dated as of a date no longer than ten days prior to the
Closing Date, duly issued by the appropriate governmental authority in
Company's state of incorporation and in each state in which Company is
authorized to do business, showing that Company is in good standing and
authorized to do business and that all state franchise and/or income tax
returns and taxes for Company for all periods prior to the Closing have been
filed and paid.

     7.14 PROCEEDINGS SATISFACTORY.  All actions, proceedings, instruments and
documents required to carry out this Agreement or incidental hereto and all
other related legal matters will be reasonably satisfactory in form and
substance to counsel to NewCo.

     7.15 REPRESENTATION REGARDING ACQUISITION OF STOCK BY STOCKHOLDER.
Stockholder represents and warrants that the Ampace stock being conveyed to him
pursuant to Section 1 (b) of this Agreement is being acquired for investment
purposes only.  Stockholder agrees to provide documentation to confirm this
representation in a form reasonably satisfactory to NewCo's counsel upon
request.



                                     22
<PAGE>   23

     7.16 APPROVAL BY AMPACE BOARD.  This Agreement in its final executed form
shall be subject to the approval of the Board of Directors of Ampace, which
approval will be given as soon as reasonably possible.

     7.17 COVENANTS.  Relatives of the Stockholder will have executed covenants
of noncompetition for periods of two (2) years not to solicit or compete with
current accounts of the Company.

8. POST CLOSING COVENANTS.

     8.1  RELEASE FROM GUARANTEES; REPAYMENT OF INDEBTEDNESS.  NewCo and Ampace
shall use its best efforts to have Stockholder released from any and all
guarantees on any indebtedness, including real and personal property leases,
equipment leases, mortgages, and purchase agreements, that he personally
guaranteed for the benefit of Company, including without limitation obligations
related to letters of credit as of the Closing Date.  Company and Stockholder
agree to authorize any party holding a guaranty to discuss and negotiate it's
release with NewCo and agrees to cooperate with NewCo in any reasonable manner
to obtain said releases.  NewCo and Ampace will indemnify, defend, protect and
hold harmless Stockholder at all times from and after the Closing Date from and
against any personal guarantees which have been provided for the benefit of the
Company.

     8.2  STOCKHOLDER OBLIGATIONS TO COMPANY.  Stockholder owes $222,087.81 to
Company as of the date of this Agreement.  Stockholder has also requested that
the vehicles listed in Schedule 8.2 be transferred to him at the Closing.
Those vehicles have a value of $39,040.0~ Stockholder shall pay Company for the
value of the vehicles (less any debt assumed) and the debt owed to the Company
by paying annual payments until the debt is paid in full.  Stockholder will
execute a promissory note in the form attached as Exhibit 8.2.  No interest
will be charged on the note.  The due date of the annual payment shall coincide
with the due date of the payments due from Company/NewCo pursuant to Section 11
of this Agreement.  During the term of the note, NewCo/Company will reduce the
payment under Section 11.7 by the annual amount owed.

     8.3  PIGGY-BACK RIGHTS.  In the event Ampace registers additional stock
within three (3) years from the date of this Agreement, Stockholder will be
granted "piggy-back registration rights" as to the shares, including any
additional shares received by reason of a stock dividend, capital
reorganization or corporate reorganization, received under this Agreement.  The
Ampace will pay all of the expenses in connection with the registration,
including without limitation, the costs of preparation, printing and filing the
registration statement in compliance with the Act, the fees and expenses of
counsel and accountants for the Ampace and Stockholders for registering the
offering shares.  The Ampace will indemnify and hold harmless each Stockholder
hereof against all claims, losses, damages, liabilities and expenses resulting
from any untrue statement or allegedly untrue statement of a material fact
furnished to any underwriter or purchaser of the registered shares, expressly
for use in connection with such registration or qualification and used in
accordance with such writing and from any omission therefrom or alleged
omission therefrom



                                     23
<PAGE>   24

of a material fact needed to be furnished or necessary to make the
statements therein (in light of the circumstances under which they were made)
not misleading.

9.   INDEMNIFICATION.

     9.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations and
warranties in this Agreement and in the documents and instruments delivered
pursuant to this Agreement will survive until the date that is twenty four
months after the Closing Date, except (a) with respect to claims as to which
notice has been given within said period, in which case the indemnification
period shall be extended until the final resolution of such claim; (b) with
respect to any federal, state or local taxes, as to which the indemnification
obligation will survive until the expiration of the applicable statute of
limitations for such taxes; and (c) environmental claims, as to which there
shall be no expiration date except as provided by applicable laws limiting such
actions.  The liabilities of the parties under their respective representations
and warranties will expire as of the expiration of the applicable survival
period (the "Expiration Date"); provided, however, that such expiration will
not extend to any representation or warranty the breach of which shall have
been asserted in writing before such Expiration Date.  The covenants and
agreements in this Agreement and in the other instruments and documents
delivered pursuant to this Agreement will survive the Closing and continue in
full force and effect without limitation.

     9.2  INDEMNIFICATION BY STOCKHOLDER.  Stockholder covenants and agrees that
he will indemnify, defend, protect and hold harmless NewCo any of its officers,
directors, employees, shareholders and agents and Company at all times from and
after the date of this Agreement from and against all claims, damages, actions,
suits, proceedings, demands, assessments, adjustments, costs and expenses
(collectively, "Damages") incurred by NewCo or Ampace as a result of or
incident to any breach of the representations and warranties or covenants set
forth herein or on the schedules or certificates delivered in connection
herewith and any misrepresentations or nonfulfillment of any agreement on the
part of Stockholder or Company under this Agreement.

     9.3  INDEMNIFICATION BY NEWCO. AND AMPACE.  NewCo and Arnpace covenant and
agree that each will, jointly and severally, indemnify, defend, protect and
hold harmless Stockholder at all times from and after the date of this
Agreement from and against all claims, damages, actions, suits, proceedings,
demands, assessments, adjustments, costs and expenses (collectively, "Damages")
incurred by Stockholder as a result of or incident to any breach of the
representations and warranties or covenants set forth herein or on the
schedules or certificates delivered in connection herewith and any
misrepresentations or nonfulfillment of any agreement on the part of
Stockholder or Company under this Agreement.

     9.4  THIRD PERSON CLAIMS.  Promptly after any party hereto (hereinafter the
"Indemnified Party") has received notice of or has knowledge of any claim by a
person not a party to this Agreement ("Third Person") or the commencement of
any action or proceeding by a Third Person, the Indemnified Party shall, as a
condition precedent to a claim with respect thereto being made against any
party obligated to provide indemnification pursuant to Section 9.2 or 9.3
hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party
written



                                     24
<PAGE>   25

notice of such claim or the commencement of such action or proceeding. Such
notice shall state the nature and the basis of such claim and a reasonable
estimate of the amount thereof The Indemnifying Party shall have right to
defend and settle, at its own expense and by its own counsel, any such matter
so long as the Indemnifying Party pursues the same in good faith and
diligently.  If the Indemnifying Party undertakes to defend or settle, it shall
promptly notify the Indemnified Party of its intention to do so, and the
Indemnified Party shall cooperate with the Indemnifying Party and its counsel
in the defense thereof and in any settlement thereof.  Such cooperation shall
include, but shall not be limited to, furnishing the Indemnifying Party with
any books, records or information reasonably requested by the Indemnifying
Party that are in the Indemnified Party's Possession or control.
Notwithstanding the foregoing, the Indemnified Party shall have the right to
participate in any matter through counsel of its own choosing provided that the
Indemnifying Party's counsel shall always be lead counsel and shall determine
all litigation and settlement steps, strategy and the like.  The Indemnifying
Party will not accept a settlement of any such Third Person claim without the
written consent of the Indemnified Party, which consent shall not be
unreasonably withheld.  If the Indemnifying Party does not undertake to defend
such matter to which the Indemnified Party is entitled to indemnification
hereunder, or fails diligently to pursue such defense, the Indemnified Party
may undertake such defense through counsel of its choice, at the cost and
expense of the Indemnifying Party, and the Indemnified Party may settle such
matter, and the Indemnifying party shall reimburse the Indemnified Party for
the amount paid in such settlement and any other liabilities or expenses
incurred by the Indemnified Party in connection therewith.

     9.5  GRANT OF SECURITY INTEREST.  Stockholder hereby grants to NewCo a
security interest in the annual payments due Stockholder pursuant to Section 11
of this Agreement and in the note payments provided for in paragraph 1.3(c) for
the purpose of securing all undertakings and obligations of Stockholder under
this Agreement.  Stockholder agrees to execute financing statements, security
agreements and other documents requested by NewCo to allow NewCo to perfect a
security interest in those payments.  NewCo and Ampace will have the right of
set off against the note payments provided for in paragraph 1.3(c), subject to
the provisions of Section 9.6.

     9.6  DISPUTE BY STOCKHOLDER OF SET OFF OR OTHER ACTIONS BY A SECURED PARTY.
In the event that Stockholder disputes NewCo's or Ampaces's entitlement to
funds which are set off or withheld pursuant to security documents, Stockholder
may take the following action.  If Stockholder believes that the alleged claim
described in the notice to Stockholder is not a valid claim, Stockholder may,
request nonbinding mediation, take either a defensive action in a Court of
competent jurisdiction or an offensive action seeking a declaration that the
liability is not due in a Court of competent jurisdiction.  If Stockholder
takes either of these actions, then the NewCo shall be required to deposit any
funds in dispute in the Court of competent jurisdiction.  NewCo shall not be
required to do so, however, until an Order is entered recognizing the security
interest and set off rights of the NewCo and providing for a continuation of
the security interest in the funds on deposit with the Court.  The Court shall
provide for a disbursement of those funds in accordance with this Agreement and
in accordance with a final, unappealable order determining the validity of the
alleged claim.  The Court shall recognize the right of NewCo to



                                     25
<PAGE>   26

be indemnified and held harmless for attorney fees and expenses, as well as any
rights with respect to payment of the claim.

     If the set off or other action is taken because of a loss or damage which
is incurred due to a non-fulfillment or breach of the Agreement by Stockholder
or Company or misrepresentation by Stockholder or Company, and if Stockholder
disputes NewCo's right to set off or otherwise take action against its
security, Stockholder may file an action in a Court of competent jurisdiction
seeking to have the Court determine NewCo's entitlement to said funds.  The
funds shall, thereafter, be deposited in accordance with the procedure outlined
above.

     9.7  INDEMNIFICATION LIMITATION.  Notwithstanding anything to the contrary,
the indemnification of the Stockholder to Ampace or NewCo shall be limited to
items which exceed $5,000.00 on a per item basis of indemnifiable items and in
no event shall the total amount of indemnification under this Agreement for
warranties, covenants or other adjustments exceed One Hundred Fifty Thousand
Dollars ($150,000) which amount must be set off against the promissory note
given to Stockholder in Section 1.3(c).  NewCo and Ampace acknowledge and agree
that the limitation contained herein is full and complete and that in no event
will there indemnifiable amount exceed One Hundred Fifty Thousand Dollars ($
150,000).

10.  TERMINATION OF AGREEMENT.

     10.1  TERMINATION.  This Agreement may be terminated at any time prior to
     the Closing:

           (a) [there is no subparagraph (a)];

           (b) by mutual consent of the board of directors of Company and
      NewCo;

           (c) by NewCo (acting through its board of directors) at any time
      prior to the Closing Date if the results of its due diligence
      investigation of Company is not satisfactory to NewCo;

           (d) by NewCo at any time prior to the Closing Date if there has
      occurred a material adverse change in the results of operations,
      financial condition or business of Company, since November 30, 1995;

           (e) by Stockholder or Company (acting through its board of
      directors), on the one hand, or by NewCo (acting through its board of
      directors), on the other hand, if the transactions contemplated by this
      Agreement to take place at the Closing shall not have been consummated by
      March 31, 1996, unless the failure of such transactions to be consummated
      is due to the willful failure of the party seeking to terminate this
      Agreement to perform each of its obligations under this Agreement to the
      extent required to be performed by it prior to or on the Closing Date: or




                                     26
<PAGE>   27

           (f) by Stockholder or Company or by NewCo in the event of a breach
      or default in any material respect by the other party of any provision
      under this Agreement and, in the case of a breach or default that is
      capable of being cured, continuation of such breach or default for a
      period of 30 days after written notice thereof shall have been given to
      the breaching party.

      10.2  LIABILITIES IN EVENT OF TERMINATION.  The termination of this
Agreement will in no way limit any obligation or liability of any party based
on or arising from a breach or default by such party with respect to any of its
representations, warranties, covenants or agreements contained in this
Agreement; provided, however, that if the termination results from the
inability of a party to confirm a representation or warranty at the Closing,
which representation or warranty was true at the time of execution of this
Agreement, then such party shall be relieved of all liabilities and obligations
arising therefrom unless the inability to confirm such representation or
warranty results from a breach of such party's obligations under this
Agreement.  The obligations of the parties under Article 12 and Section 13.5
shall survive the termination of this Agreement.

11.   NONCOMPETITION.

      11.1  PROHIBITED ACTIVITIES.  Stockholder agrees that for a period of five
(5) years following the termination of his employment under his Employment
Agreement in the form attached hereto as Exhibit 6.3, he will not:

            (a) establish, enter into, be employed by or for, advise, consult
      with or become an owner in or a part of, any company, partnership,
      corporation or other business entity or venture, or in any way engage in
      business entity or venture, or in any way engage in business for himself
      or for others, that competes in the business of providing transportation
      services with Company, NewCo or any of their respective subsidiaries,
      within 100 miles of any location in which Company, NewCo or any of their
      respective subsidiaries conducts business (for purposes of Article 11,
      the geographic region is the "Territory");

            (b) solicit any person who, to the best of Stockholder's knowledge,
      is at that time employed by NewCo in the Territory in a managerial
      capacity for the purpose or with the intent of enticing such employee
      away from or out of the employ of NewCo;

            (c) call upon or solicit any person or entity which, is or, within
      five years prior to that time, has been a customer of Company for the
      purpose of soliciting or selling transportation services;

            (d) call upon or solicit any person or entity which, to the best of
      Stockholder's knowledge, is or, within five year prior to that time, has
      been a customer of NewCo for the purpose of soliciting or selling
      transportation services;



                                     27
<PAGE>   28


            (e) call upon any prospective acquisition candidate, on his own
      behalf or on behalf of any competitor, which candidate was either called
      upon by him or for which he made an acquisition analysis for himself or
      NewCo or Company;

            (f) disclose Company's customers, whether in existence or proposed,
      to any person, firm, partnership, corporation or business for any reason
      or purpose whatsoever; or

            (g) the term "any location in which Company, NewCo or any of their
      respective subsidiaries conduct business" is to be interpreted broadly
      and, includes, but is not limited to, any place where Company has an
      office or truck terminal and any place to which the Company, NewCo or any
      of their respective subsidiaries have delivered or picked up cargo.

      Notwithstanding the above, the foregoing covenant shall not be deemed to
prohibit either Stockholder acquiring as an investment not more than five
percent (5%) of the capital stock of a competing business, whose stock is
traded on a national securities exchange or in the over-thecounter market.

      11.2  DAMAGES.  Because of the difficulty of measuring economic losses to
NewCo and Company as a result of the breach of the foregoing covenant, and
because of the immediate and irreparable damage that would be caused to NewCo
and Company for which they would have no other adequate remedy, Stockholder
agrees that, in the event of a breach by him of the covenants set forth in
Section 11.1 hereof, the covenants may be enforced by NewCo or Company by
injunctions and restraining orders.

      11.3  REASONABLE RESTRAINT.  It is agreed by the parties that the
foregoing covenants in this Article 11 impose a reasonable restraint on
Stockholder in light of the activities and business of Company on the date of
the execution of this Agreement and the future plans of Company.

      11.4  SEVERABILITY: REFORMATION.  The covenants in this Article 11 are
severable and separate, and the unenforceability of any specific covenant shall
not affect the provisions of any other covenant.  Moreover, in the event any
court of competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the intention
of the parties that such restrictions be enforced to the fullest extent which
the court deems reasonable, and the Agreement shall thereby be reformed.

      11.5  INDEPENDENT COVENANTS.  All of the covenants in this Article 11
shall be construed as agreements independent of any other provision of this
Agreement, and the existence of any claim or cause of action of Stockholder
against Company or NewCo, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by NewCo or Company of such
covenants.  It is specifically agreed that the period of five (5) years stated
above shall be computed by excluding from such computation any time during
which Stockholder is in violation of any provision of this Article 11 as
determined by a final and nonappealable decree of a court of competent
jurisdiction.



                                     28
<PAGE>   29

     11.6  MATERIALITY.  Stockholder hereby agrees that the covenants in this
Article 11 are a material and substantial part of this transaction.

     11.7  PAYMENT TO STOCKHOLDER.  Stockholder shall receive consideration for
the agreement contained in this Article 11 of $77,400.00 per year to be paid
annually commencing on the Closing Date and continuing until the fourth
anniversary date of the closing.

12.  NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

     12.1  STOCKHOLDER.  Stockholder recognizes and acknowledges that he had in
the past, currently has, and in the future may possibly have, access to (i)
certain confidential information of Company, such as lists of customers,
operational policies, and pricing and cost policies that are valuable, special
and unique assets of the respective businesses and (ii) certain confidential
information about NewCo and the companies it intends to acquire in connection
with the Purchase and Sale of Company Stock and related transactions
contemplated hereby.  Stockholder agrees that he will not use such confidential
information for his own benefit (except in connection with the Employment
Agreement) or disclose it to any person, firm, corporation, association or
other entity for any purpose or reason whatsoever, unless such information
becomes known to the public generally through no fault of Stockholder or unless
Stockholder is required by law to disclose such information, he shall notify
NewCo as promptly as possible and allow NewCo the opportunity to oppose such a
request.  In the event of a breach or threatened breach by Stockholder of the
provisions of this Section, NewCo and Company shall be entitled to an
injunction restraining Stockholder from using or disclosing, in whole or in
part, such confidential information.  Nothing herein shall be construed as
prohibiting NewCo and Company from pursuing any other available remedy for such
breach or threatened breach including the recovery of damages.

     12.2  NEWCO.  NewCo recognizes and acknowledges that it and its directors,
officers, agents, accountants and advisors have in the past, currently have,
and prior to the Closing Date, will have access to certain confidential
information of Company, such as lists of customers, operational policies,
pricing and cost policies that are valuable, special and unique assets of the
businesses of Company.  This confidential information has been provided to
NewCo and its representatives for the purpose of evaluating the transactions
contemplated by this Agreement.  NewCo agrees that prior to the Closing and
following any termination it will not use such confidential information other
than for the purposes for which it has been provided and will not disclose such
confidential information to any person, firm, corporation, association, or
other entity for any purpose or reason whatsoever, unless such information
becomes known to the public generally through no fault of NewCo or unless NewCo
is required by law to disclose such information.  If NewCo is requested to
provide such information, it shall notify the Stockholder and Company as
promptly as possible and allow the Stockholder and Company the opportunity to
oppose such request.  In the event of a breach or threatened breach by NewCo of
the provisions of this Section, Stockholder and Company shall be entitled to an
injunction restraining NewCo from disclosing, in whole or in part, such
confidential information.  Nothing contained


                                      29

<PAGE>   30

herein shall be construed as prohibiting Stockholder and Company from pursuing
any other available remedy for such breach or threatened breach, including the
recovery of damages.

     12.3  DAMAGES.  Because of the difficulty of measuring economic losses as a
result of the breach of the foregoing covenants, and because of the immediate
and irreparable damage that would be caused for which they would have no other
adequate remedy, NewCo, Company and the Stockholder agree that, in the event of
a breach by any of them of the foregoing covenant, the covenant may be enforced
against them by injunctions and restraining orders.

13.  GENERAL.

     13.1  COOPERATION.  Stockholder and NewCo shall each deliver or cause to be
delivered to the other on the Closing Date, and at such other times and places
as shall be reasonably agreed to, such additional instruments as the other may
reasonably request for the purpose of consummating the transaction contemplated
by this Agreement.  Stockholder will cooperate and use his best efforts to have
the present officers, directors and employees of Company cooperate with NewCo
on and after the Closing Date in furnishing information, evidence, testimony
and other assistance in connection with any actions, proceedings, arrangements
or disputes of any nature with respect to matters pertaining to all periods
prior to the Closing Date.

     13.2  SUCCESSORS AND ASSIGNS.  This Agreement and the rights of the parties
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto, their successors and
permitted assigns, and the heirs, devisees and legal representatives of
Stockholder.

     13.3  ENTIRE AGREEMENT.  This Agreement (including the schedules and
annexes attached hereto) and the documents and instruments delivered pursuant
hereto constitute the entire agreement and understanding between Stockholder,
Company and NewCo and supersede any prior agreement and understanding relating
to the subject matter of this Agreement.  This Agreement may be modified or
amended only by a written instrument executed by Stockholder, Company, and
NewCo acting through their respective officers, duly authorized by their
respective Boards of Directors.

     13.4  COUNTERPARTS.  This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.

     13.5  EXPENSES.  Whether or not the transactions herein contemplated shall
be consummated, NewCo will pay the fees, expenses and disbursements of NewCo
and its agents, representatives, accountants and counsel incurred in connection
with the subject matter of this Agreement and any amendments hereto.
Stockholder will pay the fees, expenses and disbursements of Stockholder and
Company and their agents, representatives, accountants and counsel incurred in
connection with the subject matter of this Agreement and any amendments hereto
and all other costs and expenses incurred in the performance and compliance
with all conditions to be performed by Stockholder and Company under this
Agreement.



                                     30
<PAGE>   31

     13.6  NOTICES.  All notices or communications required or permitted
hereunder shall be in writing and may be given (i) by depositing the same in
United States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, (ii) by a reputable
overnight courier service, (iii) by facsimile (immediately confirmed by
telephone) of such party.  Notices shall be deemed to been given (a) if sent by
United States mail, on the fourth day following mailing, (b) if sent by
overnight courier, on the day following delivery by the sending party to the
courier service and (c) if sent by facsimile, on the day the facsimile is
confirmed as having been received.  Notices shall be addressed as follows:

            (a) If to NewCo:

                       Ampace Corporation
                       130 Mabry Hood Road, Suite 220
                       Knoxville, Tennessee 37922
                       Telephone: 423/691-5799
                       Telecopy: 423/691-8085

                 with a copy to:

                       Bernstein, Stair & McAdams
                       Suite 600
                       530 South Gay Street
                       Knoxville, Tennessee 37902
                       Telephone: 423/546-8030
                       Telecopy: 423/522-8879

            (B) If to Company:

                       Amanday Express, Inc.
                       5625 U.S. Highway 220 S.
                       Asheboro, North Carolina 27203
                       Telephone: 910/873-7911
                       Telecopy: 910/873-8251

                 and to Stockholder:

                       Mr. Carl Cheshire
                       481 Walnut Drive
                       Asheboro, North Carolina 27203
                       Telephone: 910/629-8088




                                     31
<PAGE>   32


                 with a copy to:

                       Howard L. Williams, Esq.
                       Brooks, Pierce, McLendon,
                       Humphrey & Leonard, L.L.P.
                       2000 Renaissance Plaza
                       230 North Elm Street
                       P.O. Box 26000
                       Greensboro, North Carolina 27420-6000
                       Telephone: 910/373-8850
                       Telecopy: 910/378-1001

     13.7  GOVERNING LAW AND JURISDICTION.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Tennessee, without
regard to its conflict of laws principles.  Any and all suits, legal actions or
proceedings may be brought in the United States District Court for the Eastern
District of Tennessee or the Middle District of North Carolina or in any court
of appropriate jurisdiction and each party submits to and accepts to the
jurisdiction of such courts for the purpose of any such suit, legal action or
proceeding.

     13.8  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations,
warranties, covenants and agreements of the parties made herein and at the
Closing or in writing delivered pursuant to the provisions of this Agreement
shall survive the consummation of the transactions contemplated hereby and any
examination on behalf of the parties, except to the extent limited hereby.

     13.9  EXHIBITS AND SCHEDULES.  The parties acknowledge that certain
exhibits and schedules to this Agreement have not been attached as of the date
hereof Stockholder and Company agree to provide such exhibits and schedules
relating to representations, warranties, covenants or other agreements made by
Stockholder and Company to NewCo not later than ten (10) days prior to the
Closing Date, such exhibits and schedules will be deemed part of this
Agreement.  In the event such exhibits and schedules are not provided by such
date or such exhibits and schedules have not been approved by NewCo which
approval will not be unreasonably withheld, NewCo shall have the right to
terminate this Agreement without further liability or obligation.  Any schedule
or disclosure which is make a part of this Agreement shall apply to the whole
Agreement whether or not it is so designated or cross-referenced.

     13.10 EXERCISE OF RIGHTS AND REMEDIES.  Except as otherwise provided
herein, no delay of or omission in the exercise of any right, power or remedy
accruing to any party as a result of any breach or default by any other party
under this Agreement shall impair any such right, power or remedy, nor shall it
be construed as a waiver of or acquiescence in any such breach or default, or
of or in any similar breach or default occurring later; nor shall any waiver of
any single breach or default be deemed a waiver of any other breach of default
occurring before or after that waiver.

     13.11 TIME.  Time is of the essence of the Agreement.


                                     32

<PAGE>   33

     13.12 REFORMATION AND SEVERABILITY.  In case any provision of this
Agreement shall be invalid, illegal or unenforceable, it shall, to the extent
possible, be modified in such manner as to be valid, legal and enforceable but
so as to most nearly retain the intent of the parties, and if such modification
is not possible, such provision shall be severed from this Agreement, and in
either case the validity, legality and enforceability of the remaining
provisions of the Agreement shall not in any way be affected or impaired
thereby.

     13.13 ATTORNEY'S FEES.  Should it become necessary for any party to bring
an action or cross-action against any other party to resolve any claim or
controversy arising under this Agreement, the prevailing party shall be
entitled to recover from the other party its reasonable attorneys' fees and
expenses, including fees and expenses incurred in connection with enforcing any
decision of a court, in addition to the costs of any such action.  For purposes
of this section, the "prevailing party" shall be determined by the court,
taking into consideration all aspects of the litigation the court may deem
appropriate, including but not limited to matters of liability and extent of
damages both as claimed before trial and proven during trial; the court may
determine that different parties prevailed on different aspects of the
litigation and allocate the responsibility to pay fees and costs reasonably as
a result thereof.









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<PAGE>   34

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                           "AMPACE"

                                           AMPACE CORPORATION
ATTEST:

                                           BY:
-----------------------------                 ---------------------------------
                                               Title:  Chief Executive Officer


                                           "NEWCO"

                                           AMPACE ACQUISITION, INC.

ATTEST:

                                           BY:
-----------------------------                  --------------------------------
                                                Title:  Chief Executive Officer


                                           "COMPANY"

                                           AMANDAY EXPRESS, INC.
ATTEST:

                                           BY:
-----------------------------                 ---------------------------------
                                                                 , PRESIDENT
                                               ------------------


                                           "STOCKHOLDER"


                                           BY:
                                              ---------------------------------
                                              CARL A. CHESHIRE


                                           BY:
                                              ---------------------------------
                                              ELIZABETH B. CHESHIRE






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