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                                                                   EXHIBIT 10(v)
 
                            VOLVO TRUCK LEASE PLAN

                  TRUCK LEASE AGREEMENT (TRAC/Non-Maintenance)


     THIS LEASE AGREEMENT is made as of December 20, 1995 by and between VT
Finance, Inc. (hereinafter called "Lessor"), a Delaware corporation with a place
of business located at P.O. Box 35129, Tulsa,  OK  74153-0129 and American
Freightways, Inc. (hereinafter called "Lessee"), an Arkansas corporation with
its principal place of business located at 2200 Forward Drive, Harrison, AR
72602.

     IN CONSIDERATION of the mutual covenants hereinafter contained, Lessor
hereby leases to Lessee, and Lessee hereby leases from Lessor, one or more
vehicles as shall from time to time be described in Schedules, Vehicle Purchase
Orders or Delivery Receipts executed by authorized employees and agents of
Lessee and accepted by Lessor, at its sole discretion, for the rental and lease
term and upon the terms and conditions set forth below:

     1. THIS AGREEMENT is a contract of leasing only and shall consist of the
        general terms and conditions stated herein which shall be applicable to
        every Vehicle leased hereunder, any Schedule which may hereafter be
        attached hereto describing certain Vehicles either individually or as a
        class and the specific terms for each, and Delivery Receipts or other
        evidences of ordering or delivery for each Vehicle delivered to Lessee
        by Lessor.  Without limiting the generality of the above, it is agreed
        that the terms hereof may be changed for specific Vehicles by the
        Schedules relating thereto.  All of said Schedules, Delivery Receipts
        and evidences of ordering or delivery are hereby incorporated by
        reference and made a part hereof.  Wherever used herein, the term
        "Vehicle" or "Vehicles" shall mean such passenger automobiles, trucks
        and other motor vehicles and trailers as are leased hereunder from time
        to time, together with all additional equipment and accessories thereon.
        Vehicles shall at all times remain the property of, and shall be
        registered in the name of Lessor, but shall be under the full and
        complete control of Lessee.  During the term of this lease renewal of
        registration in the name of Lessor shall be the responsibility and
        expense of Lessee, and Lessor will, upon Lessee's request, furnish to
        Lessee a power of attorney to this end.  Lessee recognizes that it has
        acquired no right, title, option or interest in or to any of the
        Vehicles and agrees that it shall not assert any claim in or to an
        interest in any Vehicle other than that of a lessee.  Lessee agrees to
        accept delivery of all vehicles ordered by Lessor pursuant to the
        request of Lessee.  Lessee shall at all times, and at its sole expense
        and cost, keep the Vehicle(s) free from all levies, attachments, liens
        and encumbrances and other judicial process other than those arising
        solely from acts of Lessor.  Lessee shall give Lessor immediate written
        notice of any action taken by a third party which may jeopardize
        Lessor's rights in any Vehicle and shall indemnify and hold Lessor
        harmless from any loss or damages caused thereby.

     2. LESSEE AGREES to pay Monthly Rental for each Vehicle in the amounts
        stated in the Schedule "A" applicable to such Vehicle.  Such amounts
        shall be equal to the product of the Monthly Rental Factors stated in
        such Schedule for such Vehicle multiplied by the Schedule "A" Value of
        such Vehicle stated in such Schedule.

        The Monthly Rentals are subject to final depreciation adjustment as
        provided in Section 9 of this Lease, using a Final Adjustment Percentage
        which is stated in the Schedule "B" applicable to such Vehicle.

        "Schedule "A" Value" as used herein shall mean the amount designated as
        such in the Schedule "A" for such Vehicle, representing the value of
        such Vehicle as determined by Lessor.
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        Lessee acknowledges that Schedule "A" Values set forth in the Schedules
        are based upon the manufacturer's price and the amount of required
        equipment in effect on the date the Schedule is executed.  If the
        manufacturer's price increases or decreases or if additional items of
        equipment are required on the Vehicle prior to or at the time of
        delivery of the Vehicle to Lessee, the Schedule "A" Value of such
        Vehicle will be adjusted by the amount of such increase or decrease and
        by the cost to Lessor of the additional equipment.  The "Residual
        Value" assigned to each Vehicle represents the product of (a) the 
        Schedule "A" Value multiplied by (b) the Final Adjustment Percentage
        corresponding to expiration of the Maximum Term for such Vehicle, and
        is provided for informational purposes only.

        In addition to the Monthly Rental, Lessee shall pay to Lessor upon 
        demand and as Additional Rental all other charges payable by Lessee
        which have been paid by Lessor.  Lessee also agrees to pay to Lessor,
        at the time each Vehicle is delivered, the amount of any Advance
        Rentals noted in the Schedule applicable to such Vehicle.  All Advance
        Rentals shall be held by Lessor and, provided Lessee is not in default,
        applied to the payment of the last Monthly Rentals which are due for
        the Vehicle to which they relate.  If Lessee is in default Lessor may
        apply the Advance Rentals to any of Lessee's obligations hereunder as
        Lessor in its sole discretion may determine.  No interest shall accrue
        to Advance Rentals.

     3. THE TERM of this Lease in relation to each Vehicle shall extend for a
        period not in excess of the Maximum Term noted in the Schedule "A"
        relating to such Vehicle.  The Lease Term shall commence on the earlier
        of (i) the date when such Vehicle is delivered to Lessee or (ii) forty-
        eight hours after Lessee has been notified, orally or in writing, that
        the Vehicle is ready for delivery (hereinafter called the "Delivery
        Date").  If the Delivery Date for such Vehicle is on or before the
        fifteenth day of a month, the Monthly Rental for such Vehicle shall
        commence as of the first day of such calendar month and if the Delivery
        Date for such Vehicle is on or after the sixteenth day of a month, the
        Monthly Rental for such Vehicle shall commence on the first day of the
        next succeeding calendar month.  Lessee may terminate this Lease as to
        any Vehicle on any anniversary of the Delivery Date for such Vehicle by
        (i) giving notice to Lessor; (ii) returning such Vehicle to Lessor on
        such anniversary date in accordance with Section 8 hereof; and (iii)
        paying to Lessor any amount owing pursuant to Section 9 hereof relating
        to such Vehicle.  For each Vehicle so terminated, the term of this Lease
        shall end on the earlier of (i) the date such Vehicle is sold in
        accordance with Section 8 hereof or (ii) forty-five days after the later
        of (a) such anniversary date or (b) the date the Vehicle is actually
        returned to Lessor and for each Vehicle as to which the Maximum term has
        expired, the term of this Lease shall end on the earlier of (i) the date
        such Vehicle is sold in accordance with Section 8 hereof or (ii) forty-
        five days after the later of (a) the last day of the Maximum Term or (b)
        the date the Vehicle is actually returned to Lessor.  If such date is
        before the fifteenth day of a month, no Monthly Rental for such Vehicle
        shall be payable for such month; if such date is on or after the
        fifteenth day of a month, a full Monthly Rental shall be payable for
        such month without proration.  Lessee may terminate this Lease as to any
        Vehicle effective at any other time only upon terms hereafter agreed to
        by Lessor.

        Lessor's failure to deliver vehicles at the time and places specified,
        by reason of labor disorders or other circumstances or events beyond the
        control of Lessor, shall not impute liability of any kind to Lessor.

     4. THIS LEASE MAY BE TERMINATED by either party regarding vehicles not then
        ordered or under lease by giving written notice thereof to the other
        party at least five days in advance of the proposed termination date.
        After the giving of such notice no additional or replacement vehicles
        will be delivered for lease hereunder.  Notwithstanding expiration or
        termination, all of the provisions of this Lease shall continue in full
        force and effect with 
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        respect to each Vehicle then ordered pursuant to request of Lessee or
        then under lease until the end of the lease term for such Vehicle as
        provided in Section 3 hereof.

     5. USE OF VEHICLES under this Lease is permitted only in the conduct of
        Lessee's business in the United States and occasionally in Canada and
        only for lawful purposes.  No Vehicle shall be used off an improved road
        or for transportation of passengers or of material designated as extra
        hazardous, radioactive, flammable or explosive.  Lessee will permit the
        Vehicles to be operated only by safe and careful drivers who are
        qualified and properly licensed in accordance with the laws of the
        jurisdictions where such Vehicles are used.  All operators of the
        Vehicles will be conclusively presumed to be the agents, employees or
        servants of Lessee and not of Lessor.  Upon any complaint from Lessor
        specifying illegal, negligent, reckless, careless or abusive handling of
        the Vehicles, Lessee shall promptly take such steps as may be necessary
        to stop and prevent the recurrence of any such practice.  Lessee shall
        in all respects comply, and cause all persons operating the Vehicles to
        comply, with all applicable requirements of law (including but not
        limited to rules, regulations, statutes and ordinances) relating to the
        licensing, maintenance and operation of the Vehicles (including weight
        limitations, tire requirements, load, axle and spring limits) and with
        all terms and conditions of policies of insurance relating to the
        Vehicle.  Lessee shall immediately notify Lessor of any change of place
        of permanent garaging of any Vehicle.  Lessee agrees that it will not
        load any Vehicle in excess of the lesser of (i) the payload capacity
        noted in the manufacturer's specifications for such Vehicle or (ii) the
        maximum amount permitted by applicable law.

     6. MONTHLY RENTAL and all other amounts owing by Lessee shall be paid to
        Lessor at its address stated on page one hereof or at such other place
        as Lessor shall hereafter notify Lessee in writing.

        Monthly Rentals shall be due and payable in advance on the first day of
        each and every month during the term hereof; provided, however, that the
        first Monthly Rental for a Vehicle with a Delivery Date on or before the
        fifteenth day of a month shall be due and payable on the Delivery Date,
        whether or not Lessee shall have received a statement for such amount.
        Lessor will render to Lessee monthly statements of the amounts payable
        on all Vehicles under this Lease and Lessee shall, within ten (10) days
        after receipt of such statements, make payment by one check for each
        such statement to the order of Lessor for the Monthly Rental,
        Additional Rent and other sums, if any, covered by such statements
        without abatement, off-set or counter-claim arising out of any
        circumstance whatsoever. Lessee hereby waives any and all existing or
        future claims of off-set against the Monthly Rentals, Additional Rents
        and Adjusted Rents due hereunder, and agrees to make such payments
        regardless of any off-set or claim which may be asserted by Lessee or
        on its behalf.  For each Monthly Rental or other sum due hereunder
        which is not paid when due, Lessee agrees to pay Lessor a delinquency
        charge calculated thereon at the rate of 1 1/2% per month for the
        period of delinquency or, at Lessor's option, 5% of such Monthly Rental
        or other sum due hereunder, provided that such a delinquency charge is
        not prohibited by law, otherwise at the highest rate Lessee can legally
        obligate itself to pay and/or Lessor can legally collect.

     7. FEES, TAXES, GOVERNMENTAL ASSESSMENTS AND CHARGES (INCLUDING INTEREST
        AND PENALTIES THEREON) of whatsoever nature, by whomsoever payable,
        (other than federal, state or local taxes levied on the net income of
        Lessor) levied, assessed or incurred during the entire term of this
        Lease in connection with the Vehicles including, but not limited to, the
        titling and registration of the Vehicles in all jurisdictions required
        by the nature of Lessee's business and the purchase, sale, ownership,
        rental, use, inspection and operation thereof, shall be paid by Lessee.
        In the event any of said fees, taxes, governmental assessments and
        charges shall have been paid by Lessor, of if Lessor is required to
        collect or pay any thereof, Lessee shall reimburse Lessor therefor, upon
        demand, as Additional Rent, to
<PAGE>
 
        the end that Lessor shall receive the rental as provided in Sections 2
        and 9 hereof as a net return on the Vehicles.  If requested by Lessor,
        Lessee agrees to file, or to refrain from filing, on behalf of Lessor
        in form satisfactory to Lessor and before the due date thereof, all
        required tax returns and reports concerning the Vehicles with all
        appropriate governmental agencies and to mail a copy thereof to Lessor
        concurrently with the filing thereof. Lessee further agrees to keep or
        cause to be kept and made available to Lessor any and all necessary
        records relative to the use of the Vehicles and/or pertaining to the
        aforesaid fees, taxes, governmental assessments and charges.  Lessee's
        obligations under this Section shall survive the expiration or
        termination of this Lease.

     8. LESSEE SHALL RETURN each Vehicle to Lessor, at Lessee's expense, at the
        expiration or termination of this Lease in relation to such Vehicle at
        the location where delivery was made or at such other location as is
        designated by Lessor in the same working order, condition and repair as
        when received by Lessee, excepting only reasonable wear and tear caused
        by normal usage of such Vehicle, together with all license plates,
        registration certificates, or other documents relating to such Vehicle.
        Upon request of Lessee, Lessor may at its sole discretion allow Lessee
        to retain some or all of such license plates or other documents.  Unless
        otherwise agreed by Lessor, Lessee shall give Lessor at least sixty, and
        not more than ninety, days notice of the return of any Vehicle.  After
        said return, Lessor shall cause such Vehicle to be sold at public or
        private sale, at wholesale, for the highest cash offer received and
        still open at the time of sale.  The "net sale proceeds" for said
        Vehicle shall be the net amount received by and paid to Lessor after
        deducting the cost of sale, the cost of cleaning, repairing, equipping
        or transporting said Vehicle and any other expenses of Lessor in
        connection therewith.

     9. FINAL ADJUSTMENT for each Vehicle will be made upon receipt of the net
        sale proceeds therefor and, unless any default shall have occurred and
        except as provided below; Lessor shall pay to Lessee the amount, if any,
        by which the sum of (a) the net sale proceeds, and (b) surplus insurance
        recoveries, if any, on such Vehicle, exceeds (c) a Final Adjustment
        Amount, as defined herein, for such Vehicle calculated as of the rental
        payment date next preceding the date such Vehicle was returned to Lessor
        (referred to hereafter as the "Calculation Date").  The Final Adjustment
        Amount for any Vehicle as of a Calculation Date shall be computed by
        multiplying the Schedule "A" Value for such Vehicle by that percentage
        ("Final Adjustment Percentage") opposite the respective Calculation Date
        as set forth in the Final Adjustment Table attached hereto as Schedule
        B.  If the sum of items (a) and (b) is less than item (c), Lessee shall,
        within ten days after notice thereof, pay the deficiency to Lessor as
        Adjusted Rental without abatement, off-set or counterclaim arising out
        of any circumstance whatsoever.  Lessor shall promptly determine the
        aforesaid amounts and shall render statements therefor to Lessee.
        Lessor may apply any sums received as proceeds from any Vehicle which
        would otherwise be due to Lessee hereunder against any other obligation
        of Lessee and Lessor may off-set the amount of any such rental
        adjustment against any claim it may have against Lessee.

    10. LOSS OF OR DAMAGE TO EACH VEHICLE and loss of use thereof, from
        whatsoever cause, are risks hereby assumed by Lessee from the date
        hereof until such Vehicle is returned to and sold by Lessor.  If any
        Vehicle is lost, stolen, damaged or destroyed, Lessee shall promptly
        notify Lessor thereof.  Lessor shall have no obligation to repair or
        replace any such Vehicle.  There shall be no abatement of rental
        otherwise due hereunder during the period a Vehicle is stolen or missing
        or during the time required for any repair, adjustment, servicing or
        replacement of a Vehicle and Monthly Rentals will continue to accrue
        until Final Adjustment is made.  Final Adjustment in relation to lost,
        stolen or destroyed Vehicles shall be made as provided in Section 9,
        promptly after sale of the salvage and/or receipt of insurance proceeds,
        as applicable or within forty-five days after such loss, theft or
        destruction; whichever is earlier.  For purposes of Final Adjustment,
        lost or stolen Vehicles
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        shall be deemed to have been sold as of the date of such loss or
        theft, and the amount of net sale proceeds therefor shall be deemed
        to be zero.  In no event shall Lessor be liable to Lessee, its
        employees or agents for business or other losses by reason of loss,
        theft, destruction, repair, servicing or replacement of any Vehicle.

    11. A.  LIABILITY AND PHYSICAL DAMAGE INSURANCE, for bodily injury and
        property damage to others, and damage to or loss of Vehicles by
        collision, fire, theft, or otherwise, from the time each Vehicle is
        delivered to Lessee until the Vehicle is sold after return to Lessor and
        legal title passes to the purchaser thereof, shall be purchased and
        maintained by Lessee.  Lessor shall not be required to order vehicles
        for Lessee's use until binders disclosing insurance coverage as herein
        provided have been delivered to Lessor.  All insurance policies shall
        provide primary coverage, shall name Lessor as additional insured, shall
        be in such amounts and with such insurers as shall be approved by
        Lessor, shall provide for a minimum of 15 days prior written notice to
        Lessor before cancellation or material change for any reason, and shall
        provide that no act or default of any person other than Lessor shall
        affect Lessor's right to recovery under such policies.  Minimum
        requirements shall be $250,000.00 for bodily injury or death to any one
        person; $750,000.00 for any one accident; $100,000.00 for property
        damage; or a combined single limit of $750,000.00; and actual cash value
        for fire, theft, comprehensive and collision.  Deductible amounts shall
        not be in excess of $2,500.00.  Lessor may from time to time by notice
        to Lessee specify higher minimum requirements or additional risks to be
        insured against.  Lessee shall deliver the policies or other
        satisfactory evidence of insurance required hereunder to Lessor, but
        Lessor shall be under no duty to examine such evidence of insurance now
        to advise Lessee in the event said insurance is not in compliance with
        this Lease.  Evidence of renewal of all expiring policies will be
        delivered to Lessor at least 60 days prior to their respective
        expiration dates.

        Lessor does not assume any liability for loss of or damage to the
        contents or personal property contained in any Vehicles, and Lessee
        hereby releases and saves Lessor free from any and all liability for
        loss of or damage to any contents or personal property contained in said
        Vehicles regardless of the circumstances under which such loss or damage
        may occur.

    11. B.  INDEMNITIES:  The term "Liabilities" as used herein shall include
        any and all liabilities, obligations, losses, damages, penalties,
        claims, actions, suits, costs, expenses and disbursements of whatsoever
        kind and nature, including legal fees and expenses, (whether or not any
        of the transactions contemplated hereby are consummated), imposed on,
        incurred by or asserted against Lessor (which term as used herein shall
        include Lessor's successors, assigns, agents, employees and servants) or
        the Vehicles (whether by way of strict or absolute liability or
        otherwise), and in any way relating to or arising out of this lease or
        the selection, manufacture, purchase, acceptance, ownership, delivery,
        non-delivery, lease, possession, use, operation, condition, servicing,
        maintenance, repair, improvement, alteration, replacement, storage,
        return or other disposition of the Vehicles including, but not limited
        to, (i) claims as a result of latent, patent or other defects, whether
        or not discoverable by Lessor or Lessee; (ii) claims for patent,
        trademark or copyright infringement; (iii) tort claims of any kind,
        (whether based on strict liability, on Lessor's alleged negligence or
        otherwise), including claims for injury or damage to property or injury
        or death to any person, (including Lessee's employees); and (iv) claims
        for any interruption of service or loss of business or anticipatory
        profits, or consequential damages.  Lessor shall have no responsibility
        or liability or Lessee, its successors or assigns, or any other person
        with respect to any and all Liabilities and, irrespective of any
        insurance coverage and commencing on the date each Vehicle is ready for
        delivery to Lessee, Lessee hereby assumes liability for, and hereby
        agrees, at its sole cost and expense, to indemnify, defend, protect,
        save and keep harmless Lessor from and against any and all Liabilities.
        Where a Vehicle is operated by Lessee with a trailer or other equipment
        not covered by this Lease, then in such event, Lessee warrants that such
        trailer or other 
<PAGE>
 
       equipment will be in good operating condition, compatible in
       all respects with the vehicles with which such trailer or
       other equipment is to be used, and in all respects in full compliance
       with all federal, state and local statutes, ordinances, rules or
       regulations covering said trailer or other equipment, including but not
       limited to all licensing and operating requirements.  Lessee hereby
       assumes liability for, and hereby agrees, at its sole cost and expense,
       to indemnify, defend, protect, save and keep harmless Lessor from and
       against any and all costs, expenses, damages, (including damages for
       loss of any Vehicles leased hereunder) and Liabilities resulting from
       Lessee's failure to properly connect, operate or maintain such trailer
       or other equipment or to comply with any of the foregoing requirements
       or from any other cause.  Lessee agrees to give Lessor prompt written
       notice of any claim or liability hereby indemnified against.

   11. C.  LESSEE'S TAX RELATED INDEMNITIES to Lessor are as follows:

       (1) General Indemnity.  Lessee agrees to pay and to indemnify and hold
       Lessor harmless, on an after-tax basis, from and against all sales, use,
       personal property, leasing, leasing use, stamp or other taxes, levies,
       imposts, duties, charges, or withholdings of any nature (together with
       any penalties, fines or interest thereon) now or hereafter imposed
       against Lessor, Lessee or the Vehicles or any part thereof or upon the
       purchase, ownership, delivery, leasing, possession, use, operation,
       return or other disposition thereof, or upon the rentals, receipts or
       earnings arising therefrom, or upon or with respect to this Lease
       (excluding, however, Federal and State taxes on, or measured by, the net
       income of Lessor).  Lessee agrees to file, on behalf of Lessor, all
       required tax returns concerning the Vehicles with all appropriate
       governmental agencies and to furnish to Lessor a copy of each such
       return, including evidence of payment, promptly after the due date of
       each such filing; provided, that, in the event Lessee is not permitted to
       file any such return on behalf of Lessor, then Lessee agrees to prepare
       and forward each such return to Lessor in a timely manner with
       instructions to Lessor with respect to the filing thereof.

       (2) Income Tax Indemnity.  Lessee and Lessor agree that Lessor shall be
       entitled to accelerated cost recovery (or depreciation) deductions with
       respect to the Vehicles, and should, under any circumstances whatsoever,
       except as specifically below set forth, either the United States
       government or any state tax authority disallow, eliminate, reduce,
       recapture, or disqualify, in whole or in part, any benefits consisting of
       accelerated cost recovery (or depreciation) deductions with respect to
       any Vehicle, Lessee shall then indemnify Lessor by payment to Lessor,
       upon demand, of a sum which shall be equal to the amount necessary to
       permit Lessor to receive (on an after-tax basis over the full term of
       this Lease) the same after-tax cash flow and after-tax yield assumed by
       Lessor in evaluating the transactions contemplated by this Lease
       (referred to hereafter as "Economic Return") that Lessor would have
       realized had there not been a loss or disallowance of such benefits,
       together with, on an after-tax basis, any interest or penalties which may
       be assessed by the governmental authority with respect to such loss or
       disallowance.  In addition, if Lessee shall make any addition or
       improvement to any Vehicle, and as a result thereof, Lessor is required
       to include an additional amount in its taxable income, Lessee shall also
       pay to Lessor, upon demand, an amount which shall be equal to the amount
       necessary to permit Lessor to receive (on an after-tax basis over the
       full term of this Lease) the same Economic Return that Lessor would have
       realized had such addition or improvement not been made.  Notwithstanding
       the foregoing, Lessee's tax indemnification of Lessor shall not extend to
       any change in Lessor's accelerated cost recovery (or depreciation) caused
       by a change in tax law or policy.

       Lessee shall not be obligated to pay any sums required in this subsection
       11.C.(2) with respect to any Vehicle in the event the cause of the loss
       of the deductions results solely from one or more of the following
       events:  (1) a failure of Lessor to timely claim accelerated cost
       recovery (or depreciation) deductions for the Vehicle in Lessor's tax
       return, other than a
<PAGE>
 
       failure resulting from the Lessor's determination, based upon
       opinion of counsel or otherwise, that no reasonable basis
       exists for claiming accelerated cost recovery (or depreciation)
       deductions, or (2) a failure of Lessor to have sufficient gross income to
       benefit from accelerated cost recovery (or depreciation) deductions.
       Lessor agrees to promptly notify Lessee of any claim made by any federal
       or state tax authority against the Lessor with respect to the
       disallowance of such accelerated cost recovery (or depreciation)
       deductions.

       (3) Payment and Enforceability.  All amounts payable by Lessee pursuant
       to subsection 11.C.(1) or 11.C.(2) shall be payable directly to Lessor
       except to the extent paid to a governmental agency or taxing authority.
       All the indemnities contained in subsection 11.C.(1) or 11.C.(2) shall
       continue in full force and effect notwithstanding the expiration or other
       termination of this Lease in whole or in part and are expressly made for
       the benefit of, and shall be enforceable by, Lessor.  Lessee's
       obligations under subsection 11.C.(1) and 11.C.(2) shall be that of
       primary obligor irrespective of whether Lessor shall also be indemnified
       with respect to the same matter under some other agreement by another
       party.

       (4) Duration.  The obligations of Lessee under subsection 11.C. are
       expressly made for the benefit of, and shall be enforceable by, Lessor
       without necessity of declaring this Lease in default and Lessor may
       initially proceed directly against Lessee under this subsection 11.C.
       without first resorting to any other rights of indemnification it may
       have.  In the event that, during the continuance of this Lease, an event
       occurs which gives rise to a liability pursuant to this subsection 11.C.,
       such liability shall continue, notwithstanding the expiration or
       termination of this Lease, until all payments or reimbursements with
       respect to such liability are made.

   11. D.  ALL OF LESSEE'S obligations, indemnities and liabilities under this
       Section 11 shall survive the expiration or termination of this Lease.
       Notwithstanding anything else herein to the contrary, in the event that
       Lessee fails to procure or maintain insurance as above provided or fails
       to perform any other of Lessee's duties or obligations as set forth in
       this Lease, Lessor may, but shall have no obligation to, obtain such
       insurance at Lessee's expense and perform such other duties and
       obligations of Lessee and any amounts expended therefor shall be due and
       payable immediately as Additional Rent.  Lessee shall not use or permit
       the use of any Vehicle at any time when the insurance described above is
       not in effect.

   12. A.  EXPENSE OF OPERATION AND MAINTENANCE of Vehicles in accordance with
       manufacturer's recommendations and in condition satisfactory to Lessor,
       including but not limited to, cost of fuel, oil, grease, repairs,
       maintenance, tires, tubes, storage, parking, tolls, fines and penalties
       shall be the responsibility and obligation of Lessee.  Lessee shall
       reimburse Lessor if Lessor shall pay any of such operating or
       maintenance expenses.  If tires or parts are removed from a Vehicle,
       Lessee shall provide comparable replacements therefor and such
       replacements shall become part of the Vehicles by accession.  Lessor may
       inspect the Vehicles and Lessee's books and records relating thereto at
       any time during Lessor's usual business hours.  Lessee shall not alter
       any Vehicle without the prior written consent of Lessor unless such
       alteration is required by law.  Lessee agrees to remove all markings
       from the Vehicles, at Lessee's expense, prior to the return of the
       Vehicles to Lessor.

   12. B.  ADDITIONAL EQUIPMENT REQUIRED BY LAW.  In the event that subsequent
       to the Delivery Date of a Vehicle any federal, state or local law,
       ordinance, rule or regulation shall require the installation of any
       additional equipment or accessories, including but not limited to anti-
       pollution and/or safety devices, or in the event that any other
       modifications of the Vehicles shall be required by virtue of such law,
       ordinance, rule or regulation, then and in any of such events, Lessee
       shall pay the full cost thereof, including installation expenses.
       Lessor may, at its option, arrange for the installation of such
       equipment or the performance 
<PAGE>
 
        of such modifications, and Lessee agrees to pay the full cost thereof
        as Additional Rent, immediately upon receipt of an invoice for same.

    13. NO WARRANTIES; LIMITATION ON LIABILITY:  Lessee acknowledges and agrees
        (i) that the Vehicles are of a size, design, capacity and manufacture
        selected by Lessee, (ii) that the Lessor is not the manufacturer or
        seller of the Vehicles or the manufacturer's or seller's agent and (iii)
        that LESSEE LEASES THE VEHICLES "AS-IS" AND THAT LESSOR HAS NOT MADE,
        AND DOES NOT HEREBY MAKE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR
        IMPLIED, AS TO THE VALUE, CONDITION, QUALITY, MATERIAL, WORKMANSHIP,
        DESIGN, CAPACITY, MERCHANTABILITY, DURABILITY, FITNESS OR SUITABILITY OF
        THE VEHICLES FOR ANY USE OR PURPOSE OR ANY OTHER REPRESENTATION OR
        WARRANTY WHATSOEVER, EXPRESS OR IMPLIED WITH RESPECT TO THE VEHICLES.
        IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSS OF OR DAMAGE TO CARGO, LOSS
        OF PROFITS OR BUSINESS OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL
        DAMAGES OF ANY NATURE, HOWSOEVER CAUSED.  Provided Lessee is not in
        default hereunder, during the term of this Lease as to any Vehicle,
        Lessor hereby assigns to Lessee any rights Lessor may have under any
        manufacturer's or seller's warranty, to the extent that such assignment
        may be made without impairing Lessor's ability to assert such rights in
        its own name under such warranty.  No suit, claim or settlement shall be
        brought or made by Lessee against or with the manufacturer or seller
        without the prior written consent of Lessor.

    14. A.  DEFAULT under this Lease shall occur in the event (i) Lessee shall
        fail to pay when due any part of the Monthly Rentals, Additional Rents
        or Adjusted Rents payable hereunder or to provide or maintain the
        insurance required hereby; (ii) any of Lessee's warranties or
        representations shall be or become untrue or breached; (iii) Lessee
        shall fail, after fifteen days notice thereof, to correct any failure in
        the due performance and observance of any other of the covenants and
        obligations of Lessee hereunder; (iv) Lessee shall default under any
        other agreement with Lessor or its affiliates; (v) Lessee transfers a
        substantial portion of its assets other than in the ordinary course of
        business; (vi) a voluntary or involuntary petition under any statute
        relating to bankruptcy, reorganization or receivership or under any
        other statute relating to the relief of debtors shall be filed by or
        against Lessee or any guarantor of Lessee's obligations hereunder; or
        (vii) Lessee or any guarantor of Lessee's obligations hereunder shall
        make an assignment for the benefit of creditors, admit in writing to
        being insolvent or, if Lessee or such guarantor is a natural person, if
        such person shall die.

    14. B.  LESSOR'S REMEDIES:

       (1) In the event of such default described above, Lessor shall have no
       further obligation to lease vehicles to Lessee and, at the option of
       Lessor, all rights of Lessee hereunder and in and to the Vehicles shall
       forthwith terminate.  Upon such termination Lessee agrees that Lessor
       may, without notice to Lessee, either take possession of any or all
       Vehicles (with or without legal process) or require Lessee to return all
       Vehicles forthwith to Lessor at such location as Lessor shall designate.
       Lessee authorizes Lessor and Lessor's agents to enter any premises where
       the Vehicles may be found for the purpose of repossessing the same.  If
       Lessor retakes possession of any of the Vehicles and at the time of such
       retaking there shall be in, upon, or attached to the Vehicles any
       property, goods, or things of value belonging to Lessee or in the custody
       or control of Lessee, Lessor is hereby authorized to take possession of
       such property, goods, and things of value and hold the same for Lessee or
       to place such property, goods, or things of value in public storage for
       the account of, and the expense of, Lessee.  Lessor may at its option (i)
       sell any or all of the Vehicles which are returned or repossessed
       pursuant to this Section and hold Lessee liable for Adjusted Rental as
       provided in Section 9, or (ii) lease any or all of the Vehicles to a
       person other than Lessee for such term and such rental as Lessor may
       elect in its sole discretion, and apply the proceeds of 
<PAGE>
 
       such lease, after first deducting all costs and expenses relating to the
       termination of this Lease and the retaking of the Vehicles, to Lessee's
       obligations hereunder; provided, however, that Lessee shall pay to
       Lessor immediately upon demand, as liquidated damages for loss of
       bargain and not as a penalty, a sum with respect to each such Vehicle
       which represents the excess of the present value at the time of 
       termination of all Monthly Rentals which would otherwise have accrued
       hereunder to the end of the Maximum Term for such Vehicle over the
       present value of the aggregate of the rentals to be paid for such
       Vehicle by such third party for such period (such present values to be
       computed in each case on the basis of a discount factor equal to the
       per annum lending rate publicly announced from time to time by
       Continental Illinois National Bank and Trust Company of Chicago
       as its prime rate, base rate or reference rate for unsecured
       loans of the shortest maturity to corporate borrowers in effect on the
       date this Lease is terminated by Lessor, from the respective dates upon
       which such Monthly Rentals would have been payable hereunder had this
       Lease not been terminated).  In addition to the other remedies set forth
       herein, if any Vehicle is not returned to Lessor, or if Lessor is
       prevented from taking possession thereof, Lessee shall pay to Lessor
       immediately upon demand Adjusted Rental as provided in Section 9, as if
       such Vehicle had been sold on the date this Lease was terminated, and the
       amount of net sale proceeds therefor were zero.

       (2) Whether or not the Vehicles are returned to, sold or leased by
       Lessor, Lessor shall also recover from Lessee all unpaid Monthly Rentals,
       Additional Rents and Adjusted Rents then due or owing together with all
       costs and expenses, including attorneys' fees, incurred by Lessor in the
       enforcement of its rights and remedies under this Lease.  In addition,
       Lessor may retain as liquidated damages all Monthly Rentals and
       Additional Rents and sale proceeds received, including any refunds and
       other sums which otherwise would be payable to Lessee, and a sum equal to
       the aggregate of all Monthly Rentals and other amounts, including but not
       limited to any early termination fee customarily charged by Lessor, (the
       due dates of which Rentals and other amounts Lessor may accelerate at its
       option) which would have been due during the period ending, for each
       Vehicle, on the earliest date on which Lessee could have effectively
       terminated this Lease as to such Vehicle pursuant to Section 3 if Lessee
       had not defaulted.

       (3) The remedies in this Lease provided in favor of Lessor shall not be
       deemed exclusive or alternative, but shall be cumulative and shall be in
       addition to all other remedies in its favor existing at law or in equity.
       Lessee hereby waives any right to trial by jury in any action relating to
       this Lease, as well as any requirements of law, now or hereafter in
       effect, which might limit or modify any of the remedies herein provided,
       to the extent that such waiver is permitted by law.  The failure of
       Lessor to exercise any of the rights granted it hereunder shall not
       constitute a waiver of any such right or establish a custom or course of
       dealing.

   15. NEITHER THIS LEASE, any rights or obligations hereunder, nor any rights
       in or to the Vehicles may be assigned or subleased by Lessee without the
       prior written consent of Lessor and no such assignment or sublease shall
       be valid or binding on Lessor.  Lessor may assign this Lease or an
       interest hereunder or in the Vehicles for any purpose without consent of
       or notice to Lessee.

   16. LESSEE AGREES that at any time and from time to time, after the
       execution and delivery of this Lease, it shall, upon request of Lessor,
       execute and deliver such further documents and do such further acts and
       things as Lessor may reasonably request in order fully to effect the
       purposes of this Lease and to protect Lessor's interest in the Vehicles,
       including, but not limited to, furnishing any and all information
       necessary to enable Lessor or its insurer to defend itself in any
       litigation arising in connection herewith.  Lessee hereby authorizes
       Lessor to insert serial numbers, delivery and Monthly Rental due dates,
       and other data on the 
<PAGE>
 
        Schedules, Delivery Receipts and other documents relating hereto when
        such numbers, dates and data become known to Lessor.

    17. NOTICES required or permitted to be given hereunder shall be given in
        writing either personally or by registered or certified mail addressed
        to the respective party at its address listed on page one hereof or, if
        such party has previously given notice of a change of address, to the
        address specified in the last such notice of change of address.  Notices
        shall be deemed received when delivered if personally delivered or, if
        mailed, two business days after deposit postage prepaid in the United
        States mails.

    18. THIS LEASE will become effective only upon acceptance by Lessor.  This
        form is intended for general use throughout the United States.  Any
        provision of this Lease which is prohibited or unenforceable in any
        jurisdiction shall be ineffective in such jurisdiction to the extent of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any other jurisdiction.  It is the intention of the parties hereto
        that this contract constitute a lease for tax and other purposes;
        however, if for purposes of perfection, this contract is interpreted by
        any court as a lease intended as security, Lessee hereby grants to
        Lessor a security interest in the vehicles.  THIS AGREEMENT REPRESENTS
        THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
        EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
        PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
        This Lease and any Schedules and other documents relating hereto may be
        modified only in a writing signed by the party against whom enforcement
        is sought.  No vehicle dealer nor any employee or agent of any dealer or
        of any other person has authority to make any representations to Lessee
        on Lessor's behalf as to the performance of the Vehicles, or as to any
        provision of this Lease or as to any other matter whatsoever.  Lessee
        has no authority to, and shall not, make any warranty or representation
        concerning the Vehicles to any person on Lessor's behalf.



                         American Freightways, Inc.     , Lessee
Witness (or Attest)      By/s/Frank Conner
                         ---------------------------------------------------
/s/David T. Shepherd     Title  Executive Vice President  T.I.N.  71-0562003
--------------------     ---------------------------------------------------
 



                         VT FINANCE, INC., LESSOR
Accepted on              By/s/D. Collins Hicks
                         ---------------------------------------------------
   January 5, 1996       Title  Authorizing Representative
----------------------   ---------------------------------------------------
     (Date)
<PAGE>
 
                                  SCHEDULE A
                                  ----------
         This Schedule A is attached to and made part of that certain
                      Used Vehicle Acquisition Agreement
    dated 12/20/95 between American Freightways, Inc. and VT Finance, Inc.

                           DESCRIPTION OF VEHICLES
                           -----------------------

    Serial Number     Make  Model     Year  (body type)   Price
    -------------     ----  -----     ----   ---------    -----
 4V4VBAPF 6TN723685  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723686  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723687  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723688  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723689  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723690  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723691  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723692  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723693  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723694  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723695  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723696  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723697  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723698  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723699  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723700  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723701  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723702  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723703  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723704  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723705  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723706  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723707  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723708  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723709  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723710  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723711  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723712  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723713  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723714  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723715  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723716  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723717  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723718  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723719  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723720  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723721  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723722  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723723  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723724  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723725  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723726  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723727  Volvo  WCA42T    1996  Tractor       56,253.00

                                    Page 1

<PAGE>
 
 4V4VBAPF 9TN723728  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723729  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723730  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723731  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723732  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723733  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723734  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723735  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723736  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723737  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723738  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723739  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723740  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723741  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723742  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723743  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723744  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723745  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723746  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723747  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723748  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723749  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723750  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723751  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723752  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723753  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723754  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723755  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723756  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723757  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723758  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723759  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723760  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723761  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723762  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723763  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723764  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723765  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723766  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723767  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723768  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723769  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723770  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723771  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723772  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723773  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723774  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723775  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723776  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723777  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723778  Volvo  WCA42T    1996  Tractor       56,253.00

                                    Page 2

<PAGE>
 
 4V4VBAPF 4TN723779  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723780  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723781  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723782  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723783  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723784  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723786  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723787  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723788  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723789  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723790  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723791  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723792  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723793  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723794  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723795  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723796  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723797  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723798  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723799  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723800  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723801  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723802  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723803  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723804  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723805  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723806  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723807  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723808  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723809  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723810  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723811  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723812  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723813  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723814  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723815  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723816  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723817  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723818  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723819  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723820  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723821  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723822  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723823  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723824  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723825  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723826  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723827  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723828  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723829  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723830  Volvo  WCA42T    1996  Tractor       56,253.00

                                    Page 3

<PAGE>
 
 4V4VBAPF 2TN723831  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723832  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723833  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723834  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723835  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723836  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723837  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723838  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723839  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723840  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723841  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723842  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723843  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723844  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723845  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723846  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723847  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723848  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723849  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723850  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723851  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723852  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723853  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723854  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723855  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723856  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723857  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723858  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723859  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723860  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723861  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723862  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723863  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723864  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723865  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723866  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723867  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723868  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723869  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 1TN723870  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 3TN723871  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 5TN723872  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 7TN723873  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN723874  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 0TN723875  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 2TN723876  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723877  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723878  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 8TN723879  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 4TN723880  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 6TN723881  Volvo  WCA42T    1996  Tractor       56,253.00

                                    Page 4

<PAGE>
 
 4V4VBAPF 8TN723882  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF XTN723883  Volvo  WCA42T    1996  Tractor       56,253.00
 4V4VBAPF 9TN724295  Volvo  WCA42T    1996  Tractor       56,253.00
                                                      -------------
          Grand Totals 199 Units                      11,194,347.00
                                                      =============

American Freightways, Inc.          VT Finance, Inc.

By:/s/Frank Conner                  By:/s/D. Collins Hicks
--------------------------------    ----------------------------------
Title:  Executive Vice President    Title:  Authorizing Representative
--------------------------------    ----------------------------------

                                    Page 5