Exhibit 10.35

                     THE CREDIT ACCOMMODATION MADE PURSUANT
                    TO THIS NOTE REPRESENTS A LINE OF CREDIT

                             REVOLVING CREDIT NOTE

                                $30,000,000.00
Atlanta, Georgia
As of November 5th, 1998

         THE  UNDERSIGNED,  ("Maker"),  promises to pay to the order of AMSOUTH
BANK,  a bank  organized  under the laws of Alabama  ("Payee"),  whose  mailing
address is Post Office Box 588001, Orlando, Florida 32858, the principal sum of
THIRTY MILLION DOLLARS ($30,000,000.00),  or so much thereof as may be advanced
and outstanding  from time to time, with interest on the unpaid  principal from
the  date of each  such  advance  at the  following  rate  and  payable  in the
following manner:

         Interest Rate.

         (a)      Effective  on the first  day of every  month,  and  effective
                  through such month (the "Interest Period"),  Maker may select
                  one of the  following  interest  rates  for such  month  (the
                  "Stated Rate"):

                  (1)      Prior to and  until May 1,  2000,  a  variable  rate
                           equal to the Payee=s prime rate,  and on May 1, 2000
                           and  thereafter a variable rate equal to the Payee=s
                           prime  rate  plus   fifty   basis   points   (0.50%)
                           thereafter (the "Prime-Based  Rate").  This interest
                           rate  will  be  adjusted  with  each  change  in the
                           Payee=s prime rate. The Payee=s prime rate is merely
                           an  index  rate  and is  subject  to  change  at the
                           Lender's  discretion  and is not a rate charged to a
                           particular category of borrowers; or

                  (2)      Prior  to and  until  May  1,  2000,  a rate  of two
                           hundred  twenty-five  basis points  (2.25%) over the
                           average offered rate in the London  interbank market
                           for  deposits in U.S.  dollars for a thirty (30) day
                           period,  and on May 1, 2000 and thereafter a rate of
                           two hundred  seventy-five  basis points (2.75%) over
                           the  average  offered  rate in the London  interbank
                           market for  deposits  in U.S.  dollars  for a thirty
                           (30) day  period.  The rate  shall be fixed for such
                           month  effective as of the  beginning of such month.
                           The  rates  set  forth in this  subparagraph  (a)(2)
                           shall be referred to as the ALIBOR-Based Rate"). The
                           applicable LIBOR-Based Rate for the next month shall
                           be  determined  based  on such  rate in  effect  two
                           business  days  prior to the  first day of the month
                           and the Lender  will  determine  the actual rate for
                           the term  selected by  reference  to an  information
                           reporting  service  customarily  relied  upon by the
                           Lender  for  reporting  of  rates  offered  for such
                           deposits.

                  Unless  Maker  selects a different  rate option and  notifies
                  Payee, Maker shall be deemed to have selected the Prime-Based
                  Rate Option.  Maker shall  notify  Payee two  business  days'
                  prior to the first of the following  month should Maker elect
                  to  convert  to a  different  interest  rate  option for such
                  month.

                  Prior to the  selection  by Maker  of any such  rate  option,
                  Payee will,  upon  request,  advise the Maker of the interest
                  rate that will be effective if such option is selected.

         (b)      Interest on this Note, as calculated above,  shall be payable
                  monthly in arrears on the 1st day of each  month,  commencing
                  with  December 1, 1999 and  continuing on the 1st day of each
                  month thereafter.

          (c)  The entire unpaid principal  balance,  together with any accrued
               interest,  shall be due and  payable on or before  April 1, 2000
               (the  "Maturity  Date") unless prior to April 1, 2000 Maker pays
               to Payee a term out fee equal to 1% of the  outstanding  balance
               of the Note as of April,  1, 2000,  at which point the  revolver
               portion of this loan will  terminate and  commencing May 1, 2000
               and continuing on the first day of each month including April 1,
               2001, a principal  payment  equal to  one-twelfth  (1/12) of the
               principal balance  outstanding as of April 1, 2000 together with
               accrued  interest  will be due and  payable  with the  remaining
               unpaid principal and interest due in full on April 1, 2001.

         Modified and Restated  Promissory  Note.  This  Revolving  Credit Note
modifies and restates the  indebtedness  represented by that certain  Revolving
Credit Note dated as of December 18, 1997, in the original  principal amount of
TWENTY MILLION DOLLARS ($20,000,000.00) ("Note").

         Increased Costs, Illegality, Etc.

          (a)  If either  (i) the  introduction  of or any change in any law or
               regulation or in the interpretation or administration of any law
               or regulation  by any court or  administrative  or  governmental
               authority  charged  with the  interpretation  or  administration
               thereof  from the date  hereof or (ii) the  compliance  with any
               guideline enacted after the date hereof or request from any such
               governmental  authority,   including,  without  limitation,  any
               central bank (whether or not having the force of law),  which is
               not caused by an act or  omission  of Payee,  including  without
               limitation,  its  failure  to  maintain  adequate  control,  (x)
               subjects Payee or any corporation  controlling  Payee to any tax
               enacted  after  the  date  hereof  of any kind  whatsoever  with
               respect to the loan documents  executed in connection  therewith
               (the "Loan  Documents"),  or changes  the basis of  taxation  of
               payments to Payee of principal,  commissions, fees, interest, or
               any other amount payable  hereunder  (except for (A) taxes on or
               measured by the  overall net income of Payee or branch,  office,
               or agency through which Payee is acting for purposes of the Loan
               Documents  or (B)  changes  in the  rate  of  such  taxes);  (y)
               imposes,  modifies,  or holds  applicable  any reserve,  special
               deposit,  compulsory loan, or similar requirement against assets
               held by, or deposits or other  liabilities in or for the account
               of, advances or loans by, or other credit or commitment therefor
               extended by, or any other acquisition of funds by, any office of
               Payee which are not otherwise  included in any  determination of
               the  Reserve  Adjusted  LIBOR  Rate  (as  defined  in  the  Loan
               Documents) or other interest payable  hereunder;  or (z) imposes
               on  Lender  controlling  Lender  any other  condition,  and as a
               result  there  shall be any  increase  in the cost to  Lender of
               agreeing to make or making,  funding, or maintaining advances by
               an amount  deemed by Lender to be  material,  then the  Borrower
               shall from time to time,  upon demand by Payee,  pay directly to
               Payee additional amounts sufficient to compensate Payee for such
               increased cost. A certificate as to the amount of such increased
               cost,  submitted to the Borrower by Payee,  shall be  conclusive
               and binding for all purposes, absent manifest error.

          (b)  If Payee  determines  that compliance with any law or regulation
               or with any  guideline or request from any central bank or other
               governmental authority subsequent to the date hereof (whether or
               not  having the force of law)  concerning  capital  adequacy  or
               otherwise  has or would have the effect of reducing  the rate of
               return on the  capital of Payee or the  corporation  controlling
               Payee as a consequence  of, or with reference to, the facilities
               hereunder,  by an  amount  deemed by Payee to be  material,  the
               Borrower shall from time to time,  upon demand by Payee,  pay to
               Payee additional  amounts sufficient to compensate Payee or such
               other  corporation for such reduction.  A certificate as to such
               amounts, submitted to the Borrower by Payee, shall be conclusive
               and binding for all purposes, absent manifest error.

          (c)     In the event the LIBOR Reserve Requirement (as defined in the
                  Loan Documents)  increases subsequent to the date hereof, the
                  interest  rate  applicable  to this Note shall be the Reserve
                  Adjusted LIBOR Rate (as defined in the Loan Documents).

         Default  Rate.  After  the  occurrence  of an  Event  of  Default,  as
hereinafter  defined,  or after the Maturity  Date,  this Note and all sums due
hereunder  shall bear  interest at the Stated Rate plus five  percent  (5%) per
annum  ("Penalty  Rate")  (but in no event at a rate  which is higher  than the
maximum rate permitted by law) from the date of default until paid.

         Interest  Basis.  Interest  shall be  calculated  on the basis of a
three hundred sixty (360) day year for actual days elapsed.

         Interest  Parity.  This loan  evidenced  by this Note is being made 
pursuant to the rate provisions of Chapters 665 and 687 of the Florida Statutes.

         Late Charge.  If any payment  hereunder (other than the final payment)
is not made within  fifteen  (15) days after it is due,  the Maker shall pay to
Payee a late charge equal to five percent (5%) of the late payment.

         Prepayment.  The Maker shall have the privilege of prepaying this Note
in part or in full,  without penalty,  at any time, and any prepayment shall be
applied to the  installment or  installments  of principal  last  maturing.  No
partial   prepayment   shall  excuse  or  defer  Maker's   subsequent   payment
obligations.

         Application  of  Payments.  All  payments  made  on  the  indebtedness
evidenced  by this Note shall be applied  first to  repayment of monies paid or
advanced  by Payee on behalf of the Maker in  accordance  with the terms of the
Loan Documents  securing this Note, and thereafter  shall be applied to payment
of accrued interest, and lastly to payment of principal.

         Place and Manner of Payment.  All payments of interest  and  principal
are  payable at the office of Payee,  or at such other  place as the holder may
designate in writing, in lawful money of the United States of America.

         Security.  This Note is secured by  Receivables  as more  particularly
defined in the Loan Documents executed on even date herewith. This Note and the
Loan  Documents as may be now or  hereafter  executed in  connection  therewith
shall together evidence the debt and constitute the security for the Note.

         Events of  Default.  Maker  shall be in  default in this Note upon the
occurrence of any of the following events, circumstances or conditions (each an
"Event of Default"):

          (a)     Maker's  failure to make any payment of any sum due hereunder
                  within ten (10) days of the due date thereof  without further
                  notice or  demand,  or to make any other  payment  due by the
                  Maker to the Payee under any other  promissory  note or under
                  any security  agreement or other  written  obligation  of any
                  kind now existing or hereinafter created.

          (b)     The  existence  of a default or breach of any of the terms of
                  this Note or any other Loan Document that is not cured within
                  any applicable grace and/or cure period.

          (c)     Maker's  continued  failure to perform  any other  obligation
                  imposed upon Maker by the Loan Documents.

          (d)  Any written  representation,  statement  or warranty of Maker or
               any  co-signer,  endorser,  surety  or  guarantor  of the  Note,
               contained  in the Note or any  other  Loan  Document,  or in any
               certificate   delivered   pursuant  hereto,   or  in  any  other
               instrument   or  statement   made  or  furnished  in  connection
               herewith,  proves to be incorrect or  misleading in any material
               respect  as of the time  when the same  shall  have  been  made,
               including,  without limitation, any and all financial statements
               furnished by Maker to Payee as an inducement  to Payee's  making
               the loan  evidenced by the Note or pursuant to any  provision of
               the Loan Documents  which in any such case would have a material
               adverse effect on Maker.

          (e)     The  dissolution  or  insolvency  of,  the  appointment  of a
                  receiver  by or on the  behalf  of,  the  assignment  for the
                  benefit of  creditors  by or on behalf of, the  voluntary  or
                  involuntary  termination of existence by, or the commencement
                  under any  present  or future  federal  or state  insolvency,
                  bankruptcy, reorganization,  composition or debtor relief law
                  by Maker or any maker, co-signer,  endorser, surety or two or
                  more guarantors of the Note or other obligation.

         Remedies after Default. At the option of Payee, all or any part of the
principal and accrued  interest on the Note,  and all other  obligations of the
Maker to the Payee shall become  immediately due and payable without additional
notice or  demand,  upon the  occurrence  of an Event of Default or at any time
thereafter. Payee may exercise all rights and remedies provided by law, equity,
this Note or any other Loan  Document or any other  obligation  of the Maker to
the Payee.  All  rights and  remedies  as set forth in the Loan  Documents  are
cumulative  and  concurrent  and may be  pursued in a  commercially  reasonable
manner, singly,  successively or together, at the sole discretion of Payee, and
may be exercised as often as occasion  therefore shall arise. Such remedies are
not exclusive, and Payee is entitled to all remedies provided at law or equity,
whether or not expressly set forth  therein.  No act, or omission or commission
or waiver of Payee,  including  specifically any failure to exercise any right,
remedy or recourse,  shall be effective  unless set forth in a written document
executed by Payee and then only to the extent  specifically  recited therein. A
waiver or  release  with  reference  to one event  shall  not be  construed  as
continuing,  as a bar to, or as a waiver or release of, any  subsequent  right,
remedy or recourse as to any subsequent event.

         Right of Set-off. Neither the Maker, any co-signer,  endorser,  surety
nor guarantor shall have any right of set-off against the Payee under this Note
or under any Loan Document  executed in connection  with the loan  evidenced by
this Note.  In addition to the remedies  provided for herein,  the Maker,  each
co-signer,  endorser,  surety  or  guarantor  grants  to the  Payee a  security
interest in any funds or other  assets from time to time on deposit  with or in
possession  of  the  Payee,  and  the  Payee  may,  at  any  time  set-off  the
indebtedness  evidenced  by this Note  against any such funds or other  assets,
including but not limited to, all money owed by Payee to Maker, each co-signer,
endorser,  surety or  guarantor  whether  or not due.  Maker,  each  co-signer,
endorser, surety or guarantor acknowledge and agree that Payee may exercise its
right of set-off to pay all or any part of the  outstanding  principal  balance
and accrued  interest owed on this Note or on any other obligation of the Maker
to the Payee against any obligation  Payee may have,  now or hereafter,  to pay
money to Maker, each co-signer,  endorser,  surety or guarantor.  This right of
set-off includes, but is not limited to, the following:

          (a)     Any deposit,  account balance,  securities account balance or
                  certificate  of deposit  balance Maker has with Payee whether
                  special, general, time, savings, checking or NOW account; and

          (b)     Any money owing to Maker on an item  presented to Payee or in
                  Payee's possession for collection or exchange; and

          (c) Any repurchase  agreement or any other non-deposit  obligation or
any credit in favor of Maker.

If any such money is also owned by some other  person who has not agreed to pay
this Note (such as another  depositor  on a joint  account),  Payee's  right of
set-off will extend to the amount which could be withdrawn or paid  directly to
Maker on Maker's request, endorsement or instruction alone. In addition, (where
Maker may obtain  payment  from Payee only with the  endorsement  or consent of
someone who has not agreed to pay this  Note),  Payee's  right of set-off  will
extend to Maker's interest in the obligation. Payee's right of set-off will not
apply to any account if it clearly  appears that Maker's  rights in the account
are solely as a fiduciary  for another or to any  account,  which by its nature
and  applicable  law (for  example  an IRA or  other  tax  deferred  retirement
account),  must be exempt from the claims of creditors.  Maker hereby  appoints
Payee as its  attorney-in-fact and authorizes Payee to redeem or obtain payment
on any  certificate  of  deposit  in which  Maker has an  interest  in order to
exercise  Payee's  right  of  set-off.   Such  authorization   applies  to  any
certificate of deposit even if not matured.  Maker further  authorizes Payee to
assess and withhold any early  withdrawal  penalty  without  liability  against
Payee in the event such penalty is  applicable  as a result of Payee's  set-off
against a certificate of deposit prior to its maturity.

         Payee's right of set-off may be exercised upon an Event of Default:

          (a)     With immediate notification to Maker of such setoff; and

          (b)     Without regard to the existence or value of any collateral
                  securing this Note; and

          (c)     Without regard to the number or creditworthiness of any other
                  persons who have agreed to pay this Note.

Payee will not be liable for  dishonor of a check or other  request for payment
where there is insufficient  funds in the account (or other  obligation) to pay
such request because of Payee's exercise of its right of set-off.  Maker agrees
to indemnify and hold Payee harmless from any person's  claims,  arising as the
result of  Payee's  right of  set-off  and the costs  and  expenses,  including
without limitation, attorneys' fees.

         Collection  Expenses.  All parties  liable for the payment of the Note
agree to pay the Payee all  costs  incurred  by the  Payee,  whether  or not an
action be brought,  in  collecting  the sums due under the Note,  enforcing the
performance  and/or  protecting  its  rights  under the Loan  Documents  and in
realizing on any of the security  for the Note.  Such costs and expenses  shall
include, but are not limited to, filing fees, costs of publication,  deposition
fees,  stenographer  fees, witness fees and other court and related costs. Sums
advanced by the Payee for the payment of  collection  costs and expenses  shall
accrue interest at the Penalty Rate, from the time they are advanced or paid by
the Payee, and shall be due and payable upon payment by Payee without notice or
demand and shall be secured by the lien of the Loan Documents.

         Attorneys'  Fees. All parties liable for the payment of the Note agree
to pay the Payee reasonable  attorneys' fees incurred by the Payee,  whether or
not an action be brought, in collecting the sums due under the Note,  enforcing
the  performance  and/or  protecting its rights under the Loan Documents and in
realizing on any of the security for the Note. Such reasonable  attorneys' fees
shall  include,  but not be limited to, fees for attorneys,  paralegals,  legal
assistants,  and  expenses  incurred  in  any  and  all  judicial,  bankruptcy,
reorganization,  administrative,  receivership,  or other proceedings effecting
creditor's  rights and  involving a claim under the Note or any Loan  Document,
which such  proceedings  may arise  before or after entry of a final  judgment.
Such fees shall be paid  regardless  whether suit is brought and shall  include
all  reasonable  fees  incurred  by Payee at all  trial  and  appellate  levels
including  bankruptcy  court.  Sums  advanced  by the Payee for the  payment of
attorneys'  fees shall be due and payable upon payment by Payee without  notice
or demand and shall be secured by the lien of the Loan Documents.

         Waiver and Consent.  By the making, signing, endorsement or guaranty
 of this Note:

          (a)     Maker and each co-signor, endorser, surety or guarantor waive
                  protest,  presentment for payment, notice of dishonor, notice
                  of intent to accelerate and notice of acceleration;

          (b)     Each co-signer, endorser, surety or guarantor consents to any
                  renewals or extensions of time for payment on this Note;

          (c)     Maker  and each  co-signor,  endorser,  surety  or  guarantor
                  consents  to  Payee's  release  of any  co-signer,  endorser,
                  surety or guarantor;

          (d)     Maker and each co-signor, endorser, surety or guarantor waive
                  and consent to the release, substitution or impairment of any
                  collateral securing this Note;

          (e)     Each co-signer, endorser, surety or guarantor consents to any
                  modification  of the  terms of this  Note or any  other  Loan
                  Document;

          (f)     Maker  and each  co-signor,  endorser,  surety  or  guarantor
                  consent to any and all sales,  repurchases and participations
                  of this Note to or by any person or entity in any amounts and
                  waive notice of such sales, repurchases and participations of
                  this Note;

          (g)     Maker  and each  co-signor,  endorser,  surety  or  guarantor
                  consent  to   Payee's   right  of  set-off  as  well  as  any
                  participating bank's right of set-off;

          (h)     Maker and each co-signor, endorser, surety or guarantor waive
                  the right of exemption under the Constitution and the laws of
                  the State of Florida; and

          (i)     Maker  and each  co-signor,  endorser,  surety  or  guarantor
                  promise to pay all  collection  costs,  including  reasonable
                  attorneys'   fees,   whether   incurred  in  connection  with
                  collection, trial, appeal or otherwise.

         Usury  Limitation.  The  parties  agree and intend to comply  with the
applicable usury law, and  notwithstanding  anything contained herein or in any
of the Loan Documents,  or other document related to the loan evidenced by this
Note,  the effective  rate of interest to be paid on this Note  (including  all
costs,  charges and fees which are  characterized  as interest under applicable
law) shall not exceed the maximum  contract  rate of interest  permitted  under
applicable  law, as it exists from time to time.  Payee agrees not to knowingly
collect or charge  interest  (whether  denominated  as fees,  interest or other
charges)  which will render the interest rate  hereunder  usurious,  and if any
payment of interest or fees by Maker to Payee would render this Note  usurious,
Maker  agrees to give Payee  written  notice of such fact with or in advance of
such payment.  If Payee should receive any payment which  constitutes  interest
under  applicable law in excess of the maximum  lawful  contract rate permitted
under applicable law (whether denominated as interest,  fees or other charges),
the amount of  interest  received  in excess of the  maximum  lawful rate shall
automatically  be applied to reduce the  principal  balance,  regardless of how
such sum is characterized or recorded by the parties.

         Joint and  Several.  The  obligations  of this Note shall be joint and
several. The Maker and all endorsers and all persons liable or to become liable
on this Note  consent to any and all  renewals  and  extensions  of the time of
payment  hereof and  further  agree  that at any time the terms of the  payment
hereof may be modified  without  affecting  the  liability of any party to this
Note or any person liable or to become liable with respect to any  indebtedness
evidenced thereby.

         No Obligation to Extend. Except as provided in this Note, on or before
the Maturity Date, Maker must repay the entire  principal  balance of this Note
and  unpaid  interest  then due.  The  Payee  shall be under no  obligation  to
refinance  the Note at  maturity.  Maker will  therefore  be  required  to make
payment out of other  assets Maker may own, or Maker will have to find a lender
willing to lend the money at prevailing market rates, which may be considerably
higher than the interest rate on this Note.

         Disclaimer of  Relationship.  The Maker and all co-signers, endorsers,
sureties and guarantors,  if any, to this obligation acknowledge that:

          (a)     The relationship  between the Payee, Maker and any co-signer,
                  endorser,  surety or  guarantor is one of creditor and debtor
                  and not one of partner or joint venturer;

          (b)     There  exists  no  confidential  or  fiduciary   relationship
                  between Payee and Maker and any co-signer,  endorser,  surety
                  or guarantor  imposing a duty of  disclosure  upon the Payee;
                  and

          (c)     The Maker and any  co-signer,  endorser,  surety or guarantor
                  have not relied on any  representation of the Payee regarding
                  the merits of the use of proceeds of the loan.

Maker and any co-signer, endorser, surety or guarantor waive any and all claims
and causes of action which exist now or may exist in the future  arising out of
any breach or alleged breach of a duty on the part of the Payee to disclose any
facts material to this loan transaction and the use of the proceeds.

         Place of Execution; Choice of Law and Venue. This Note is executed and
delivered  in the State of  Georgia,  and shall be  governed by the Laws of the
State of Florida,  and the United States of America,  whichever the context may
require or permit.  The Maker and all  guarantors,  if any, to this  obligation
expressly  agree that proper  venue for any action  which may be brought  under
this Note in  addition  to any  other  venue  permitted  by law shall be Orange
County,  Florida.  Should Payee institute any action under this Note, the Maker
and all guarantors, if any, hereby submit themselves to the jurisdiction of any
court sitting in Florida.

         Severability.   If  any   provision   of  this  Note   shall  be  held
unenforceable  or void, then such provision shall be deemed  severable from the
remaining  provisions  and shall in no way  affect  the  enforceability  of the
remaining provisions nor the validity of this Note.

         Maker and Payee  Defined.  The term  "Maker"  includes  each and every
person  or  entity  signing  this Note and any  co-signers,  guarantors,  their
successors  and  assigns.  The term  "Payee"  shall  include  the Payee and any
transferee and assignee of Payee or other holder of this Note.

         Captions  and  Pronouns.  The  captions  and  headings  of the various
sections of this Note are for convenience  only, and are not to be construed as
confining or limiting in any way the scope or intent of the provisions  hereof.
Whenever  the context  requires  or permits,  the  singular  shall  include the
plural, the plural shall include the singular, and the masculine,  feminine and
neuter shall be freely interchangeable.

         Receipt of Copy. By signing this Note, Maker  acknowledges that it was
read by Maker prior to execution and a copy was received by Maker.

         Time of the  Essence.  Time is of the  essence  with  respect  to each
provision in this Note where a time or date for performance is stated. All time
periods or dates for performance stated in this Note are material provisions of
this Note.

         Waiver  of Trial by  Jury.  The  Maker  hereby,  and the  Payee by its
acceptance of this Note,  knowingly,  voluntarily and  intentionally  waive the
right either may have to a trial by jury in respect to any  litigation  arising
out of, under, or in connection with this Note and all Loan Documents and other
agreements executed or contemplated to be executed in connection  herewith,  or
arising out of, under, or in connection  with any course of conduct,  course of
dealing,  statements  (whether  verbal or written)  or action of either  party,
whether in connection  with the making of the loan,  collection of the loan, or
otherwise.  This  provision is a material  inducement  for the Payee making the
loan evidenced by this Note.

         Total Liability of Maker.  Notwithstanding anything to the contrary in
the Loan Documents,  the total liability of each Maker under the Loan Documents
shall not exceed the amount  disbursed to or on behalf of such Maker,  together
with interest costs and attorney fees.


                                  [SIGNATURES COMMENCE ON FOLLOWING PAGE]


<PAGE>



         IN WITNESS  WHEREOF,  Maker has executed and delivered this instrument
this day and year first above written.

CARROLL FULMER & COMPANY, INC., a Florida corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board



CAROLINA PACIFIC DISTRIBUTORS, INC., a North Carolina
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board


TRANSIT LEASING, INC., an Indiana corporation f/k/a CAPITOL
WAREHOUSE, INC., a Kentucky corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board


SERVICE EXPRESS, INC., an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board


[SIGNATURES CONTINUE ON FOLLOWING PAGE]


<PAGE>



RAINBOW TRUCKING SERVICES, INC., an Indiana corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board


TRANSPORTATION RESOURCES AND MANAGEMENT, INC., an Indiana
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board


VENTURE LOGISTICS, LLC, an Indiana limited liability company


By: /s/ Philip A. Belyew
Philip A. Belyew, Manager


CERTIFIED TRANSPORT, LLC, an Indiana limited liability
company


By: /s/ Philip A. Belyew
Philip A. Belyew, Manager


K.J. TRANSPORTATION, INC., a New York corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

[SIGNAUTRES CONTINUE ON FOLLOWING PAGE]


<PAGE>



DIVERSIFIED TRUCKING CORP, an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board


NORTHSTAR TRANSPORTATION, INC., an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

"Maker"