Exhibit 10.41

                          AGREEMENT AND PLAN OF MERGER


                  THIS  AGREEMENT  AND PLAN OF  MERGER  is made  this 23 day of
December,  1998 between CERTIFIED  TRANSPORT,  LLC, a limited liability company
organized  and  existing  under the laws of the State of  Indiana  (hereinafter
referred to as ACTL@),  VENTURE  LOGISTICS,  LLC, a limited  liability  company
organized  and  existing  under the laws of the State of  Indiana  (hereinafter
referred to as AVLL@),  CARROLL FULMER GROUP, INC., a corporation organized and
existing  under the laws of the State of Florida  (hereinafter  referred  to as
ACFG@),  CARROLL  FULMER  PAYROLL,  INC., a corporation  organized and existing
under the laws of the State of  Florida  (hereinafter  referred  to as  ACFP@),
CARROLL FULMER LOGISTICS,  INC., a corporation organized and existing under the
laws  of the  State  of  Florida  (hereinafter  referred  to as  ACFL@),  K. J.
TRANSPORTATION,  INC., a corporation  organized and existing  under the laws of
the State of New York  (hereinafter  AKJT@),  TRANSIT GROUP MERGER SUB, INC., a
corporation  organized  and  existing  under the laws of the State of  Delaware
(hereinafter  referred to as ATGMS@) and TRANSIT GROUP  TRANSPORTATION,  LLC, a
limited liability company organized and existing under the laws of the State of
Delaware  (hereinafter  referred to as Transit@)  (collectively  CTL, VLL, CFG,
CFP,  CFL,  KJT,  TGMS and Transit are referred to herein as the  ACompanies@),
pursuant to the  provisions of Section  607.1108 of the Florida  Code,  Section
23-18-7-1  of the  Code  of  Indiana,  Section  901 of the  New  York  Business
Corporation Act, and Section 18-209 of the Delaware Limited  Liability  Company
Act (the ACorporate Laws@).

                  WHEREAS,  the  Board of  Directors  of each of the  Companies
deems it advisable and generally to the advantage and welfare of the respective
Companies and their respective  shareholders  that the Companies merge pursuant
to the  applicable  Corporate  Laws,  with Transit being the surviving  limited
liability company.

                  NOW,  THEREFORE,  in consideration of the premises and of the
mutual  agreements herein contained and of the mutual benefits hereby provided,
the  sufficiency of which is hereby  acknowledged,  it is agreed by and between
the parties hereto as follows:

1. Merger.  CTL,  VLL, CFG, CFP, CFL, KJT and TGMS will be merged with and into
Transit,  and Transit shall be the  surviving  limited  liability  company (the
AMerger@).  The stock and/or membership interest of each of the Companies shall
be converted as follows:

         1.1 Conversion of CTL Interest.  The entire membership interest of CTL
(the  ACTL  Membership  Interest@)  shall  be  converted  into  and  become  an
additional one percent (1%)  membership  interest in Transit,  as the surviving
entity.

         1.2 Conversion of VLL Interest.  The entire membership interest of VLL
(the  "VLL  Membership  Interest")  shall  be  converted  into  and  become  an
additional one percent (1%)  membership  interest in Transit,  as the surviving
entity.

         1.3 Conversion of CFG Common Stock.  The 100 shares of common stock of
CFG, $.01 par value (the ACFG Common  Stock@),  that are issued and outstanding
immediately  prior  to the  Merger  shall  be  converted  into  and  become  an
additional one percent (1%)  membership  interest in Transit,  as the surviving
entity.

         1.4 Conversion of CFP Common Stock.  The 250 shares of common stock of
CFP, $1.00 par value (the ACFP Common Stock@),  that are issued and outstanding
immediately  prior  to the  Merger  shall  be  converted  into  and  become  an
additional one percent (1%)  membership  interest in Transit,  as the surviving
entity.

         1.5 Conversion of CFL Common Stock. The 1000 shares of common stock of
CFL, $1.00 par value (the ACFL Common Stock@),  that are issued and outstanding
immediately  prior  to the  Merger  shall  be  converted  into  and  become  an
additional one percent (1%)  membership  interest in Transit,  as the surviving
entity.

         1.6 Conversion of KJT Common Stock.  The 100 shares of common stock of
KJT, $.01 par value (the AKJT Common  Stock@),  that are issued and outstanding
immediately  prior  to the  Merger  shall  be  converted  into  and  become  an
additional one percent (1%)  membership  interest in Transit,  as the surviving
entity.

         1.7 Conversion of TGMS Common Stock. The 108 shares of common stock of
TGMS, $.01 par value (the ATGMS Common Stock@), that are issued and outstanding
immediately  prior  to the  Merger  shall  be  converted  into  and  become  an
additional one percent (1%)  membership  interest in Transit,  as the surviving
entity.

         1.8 Transit Membership  Interests.  The membership interest of Transit
immediately  prior to the Merger will remain following the Merger.  Immediately
prior to the Merger,  one member of Transit  (the  AMember@)  owned 100% of the
membership  interests of Transit and all of the stock and membership  interests
of the  Companies,  and  therefore,  immediately  following  the Merger and the
conversion of the equity of the Companies into additional  membership interests
in Transit,  the Member will continue to own 100% of the membership interest of
Transit.

2. Effect of Merger. At the conclusion of the Merger (a) the separate existence
of CTL, VLL, CFG, CFP, CFL, KJT and TGMS will cease and will be merged with and
into Transit, and Transit will be the surviving entity pursuant to the terms of
the  Certificate  of Merger;  (b) the  Certificate  of Formation  and Operating
Agreement  of  Transit  will be the  Certificate  of  Formation  and  Operating
Agreement of the surviving entity; (c) each membership  Interest of CTL and VLL
and  each  share  of CFG,  CFP,  CFL,  KJT and TGMS  Common  Stock  outstanding
immediately  prior to the Merger will be converted as provided  above;  (d) the
members of Transit in effect at the time of the Merger  will be the  members of
Transit as the  surviving  entity,  and the  managers  of  Transit  will be the
managers of Transit as the surviving  entity;  (e) the  membership  interest of
Transit  immediately prior to the Merger will remain following the Merger;  and
(f) the Merger will have all of the effects provided by applicable law.

3. Effective Time. The Merger will be effective January 1, 1999 at 12:02 a.m.

4. Managers of Transit.  Transit  shall be managed by managers  whose names and
business addresses are as follows:
         Philip A. Belyew                     Wayne N. Nellums
         Suite 1740, 2859 Paces Ferry Road    Suite 1740, 2859 Paces Ferry Road
         Atlanta, GA 30339                    Atlanta, GA 30339

         N. Mark DiLuzio
         Suite 1740, 2859 Paces Ferry Road
         Atlanta, GA 30339

5. Rights and Liabilities of Transit. At and after the Merger,  without further
act or deed, all of the rights, privileges and powers, and all of the property,
real,  personal and mixed of, and all debts due to CTL, VLL, CFG, CFP, CFL, KJT
and TGMS,  as well as all of the things and causes of action  belonging to each
of CTL,  VLL,  CFG,  CFP, CFL, KJT and TGMS shall be the property of Transit as
they were the property of each of CTL, VLL,  CFG,  CFP, CFL, KJT and TGMS,  and
the title to any real estate vested by deed or otherwise in CTL, VLL, CFG, CFP,
CFL,  KJT and TGMS shall not revert or be in any way  impaired by reason of the
Merger;  all rights of creditors  and all liens upon any property of any of the
parties hereto shall be preserved unimpaired,  and all debts, liabilities,  and
duties of the respective parties hereto shall thenceforth attach to Transit and
may be enforced  against it to the same  extent as if such debts,  liabilities,
and duties had been incurred or contracted by it.

6.  Service of Process on  Transit.  Transit  agrees that it may be served with
process in the States of Indiana,  Florida and New York in any  proceeding  for
enforcement  of any obligation of CTL, VLL, CFG, CFP, CFL, KJT and TGMS as well
as for the  enforcement of any  obligation of Transit  arising from the Merger,
including any suit or other  proceeding to enforce the right of any shareholder
as  determined  in  appraisal  proceedings  pursuant to the  provisions  of the
applicable Corporate Laws.

7.  Termination.  This  Agreement  and Plan of  Merger  may be  terminated  and
abandoned by action of the Board of Directors or Managers,  as  applicable,  of
any of the  Companies  at any time prior to the  effective  date of the Merger,
whether before or after approval by the  shareholders or members of the parties
hereto.

                  IN WITNESS  WHEREOF,  the parties have executed and delivered
this Agreement and Plan of Merger this 23 day of December, 1998.

                            CERTIFIED TRANSPORT, LLC

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


                    {Signatures Continue on Following Page}

                                            VENTURE LOGISTICS, LLC

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


                           CARROLL FULMER GROUP, INC.

                                            By:      /s/ Philip A. Belyew
                                                  PHILIP A. BELYEW, Chairman


                          CARROLL FULMER PAYROLL, INC.

                                            By:      /s/ Philip A. Belyew
                                                  PHILIP A. BELYEW, Chairman


                         CARROLL FULMER LOGISTICS, INC.

                                            By:      /s/ Philip A. Belyew
                                                  PHILIP A. BELYEW, Chairman


                           K. J. TRANSPORTATION, INC.

                                            By:      /s/ Philip A. Belyew
                                                  PHILIP A. BELYEW, Chairman


                       TRANSIT GROUP TRANSPORTATION, LLC

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


                         TRANSIT GROUP MERGER SUB, INC.

                                            By:      /s/ Philip A. Belyew
                                          PHILIP A. BELYEW, Chairman/President