Exhibit 10.34



                   ADVISED REVOLVING LINE OF CREDIT AGREEMENT

                            $30,000,000.00 Facility




                          Dated as of November 5, 1998

                                 by and between



                                  AMSOUTH BANK

                                      and

                            CARROLL FULMER & COMPANY
                      CAROLINA PACIFIC DISTRIBUTORS, INC.
                             TRANSIT LEASING, INC.
                             SERVICE EXPRESS, INC.
                        RAINBOW TRUCKING SERVICES, INC.
                 TRANSPORTATION RESOURCES AND MANAGEMENT, INC.
                            VENTURE LOGISTICS, LLC.
                           CERTIFIED TRANSPORT, LLC.
                           K.J. TRANSPORTATION, INC.
                           DIVERSIFIED TRUCKING CORP.
                         NORTHSTAR TRANSPORTATION, INC.


<PAGE>
                               TABLE OF CONTENTS


ARTICLE I - DEFINITIONS.....................................................2
         Section 1.1.      Capital Expenditures.............................2
         Section 1.2.      Capitalization...................................2
         Section 1.3.      Current Assets...................................2
         Section 1.4.      Current Liabilities..............................2
         Section 1.5.      Debt.............................................2
         Section 1.6.      Event of Default.................................3
         Section 1.7.      Generally Accepted Accounting Principles.........3
         Section 1.8.      Interest Expense.................................3
         Section 1.9.      Liabilities......................................3
         Section 1.10.     LIBOR Reserve Requirement........................3
         Section 1.11.     Loan Documents...................................3
         Section 1.12.     Net Cash Flow. ..................................3
         Section 1.13.     Net Income Available for Debt Service............4
         Section 1.14.     Net Income Available for Interest Payments.......4
         Section 1.15.     Net Worth........................................4
         Section 1.16.     Permitted Contests...............................4
         Section 1.17.     Qualified Investments............................4
         Section 1.18.     Receivables......................................5
         Section 1.19.     Reserve Adjusted LIBOR Rate......................5
         Section 1.20.     Tangible Net Worth...............................5
         Section 1.21.     Total Liabilities................................5

ARTICLE II - AMOUNT AND TERMS OF LOAN.......................................6
         Section 2.1.      Amount...........................................6
         Section 2.2.      Note.............................................6
         Section 2.3.      Interest and Principal...........................6
         Section 2.4.      Increased Costs, Illegality, Etc.................6
         Section 2.5.      Funding Limitations..............................7

ARTICLES III - SECURITY AND GUARANTY........................................8
         Section 3.1.      Security Interest................................8
         Section 3.2.      Guaranty.........................................8
         Section 3.3.      Security Documents...............................8
         Section 3.4.      Filing and Recording.............................9

ARTICLE IV - BORROWER'S AND GUARANTOR=S REPRESENTATIONS AND WARRANTIES......9
         Section 4.1.      Organization and Standing of Carroll Fulmer......9
         Section 4.2.      Organization and Standing of Carolina Pacific....9
         Section 4.3.      Organization and Standing of Transit Leasing.....10
         Section 4.4.      Organization and Standing of Service Express.....10
         Section 4.5.      Organization and Standing of Rainbow Trucking....10
         Section 4.6.      Organization and Standing of Transportation 
                           Resources........................................10
         Section 4.7.      Organization and Standing of Venture Logistics...10
         Section 4.8.      Organization and Standing of Certified Transport.11
         Section 4.9.      Organization and Standing of K.J. Transportation.11
         Section 4.10.     Organization and Standing of Diversified 
                           Trucking.........................................11
         Section 4.11.     Organization and Standing of Northstar 
                           Transportation...................................11
         Section 4.12.     Organization and Standing of Guarantor...........11
         Section 4.13.     Corporate Power and Authority....................12
         Section 4.14.     Valid and Binding Obligations....................12
         Section 4.15.     Consent or Filing................................12
         Section 4.16.     Financial Condition of the Borrower..............12
         Section 4.17.     Litigation. .....................................13
         Section 4.18.     Disclosure and No Untrue Statements. ............13
         Section 4.19.     Title to Collateral..............................13
         Section 4.20.     Payment of Taxes. ...............................13
         Section 4.21.     Agreement or Contract Restrictions. .............13
         Section 4.22.     Patents, Trademarks, Etc. .......................14
         Section 4.23.     Investment Company Act; Regulation...............14
         Section 4.24.     Labor Matters. ..................................14
         Section 4.25.     ERISA Requirement. ..............................14
         Section 4.26.     Compliance With Environmental Requirements. .....15
         Section 4.27.     Use of Credit. ..................................15

ARTICLE V - CONDITIONS PRECEDENT............................................16
         Section 5.1.      Documents and Instruments........................16
         Section 5.2.      Correctness of Warranties........................16
         Section 5.3.      Certificates of Resolution.......................16
         Section 5.4.      Expenses of Lender...............................16
         Section 5.5.      Supporting Documents. ...........................17
         Section 5.6.      Opinion of the Borrower's Counsel. ..............17

ARTICLE VI - BORROWER'S AND GUARANTOR=S AFFIRMATIVE COVENANTS...............17
         Section 6.1.      Corporate Existence and Qualification............17
         Section 6.2.      Financial Statements.............................18
         Section 6.3.      Executive Officer's Certificates.................18
         Section 6.4.      Taxes and Claims.................................19
         Section 6.5.      Pay Indebtedness to Lender and Perform Other 
                           Covenants........................................19
         Section 6.6.      Litigation.......................................19
         Section 6.7.      Right of Inspection; Discussions. ...............19
         Section 6.8.      Notices.  .......................................19
         Section 6.9.      ERISA Benefit Plans. ............................20
         Section 6.10.     Insurance........................................20
         Section 6.11.     Main Bank of Account.............................21
         Section 6.12.     Net Worth Requirement............................21
         Section 6.13.     Leverage Ratio...................................21
         Section 6.14.     Interest Coverage Ratio..........................21
         Section 6.15.     Lockbox and Accounts Receivable..................21
         Section 6.16.     Field Audits.....................................24
         Section 6.17.     Collateral Reporting.............................24
         Section 6.18.     Observance of Laws. .............................24
         Section 6.19.     Subsidiaries.....................................25
         Section 6.20.     Capitalization Ratio.............................25

ARTICLE VII - BORROWER'S NEGATIVE COVENANTS.................................25
         Section 7.1.      Type of Business.................................25
         Section 7.2.      Change in Ownership or Management................25
         Section 7.3.      Acquisitions and Mergers.........................25
         Section 7.4.      Capital Expenditures.............................25
         Section 7.5.      Guaranty.........................................26
         Section 7.6.      Investment and Loans.............................26
         Section 7.7.      Disposition or Encumbrance of Receivables........26
         Section 7.8.      Sale-Leasebacks..................................26
         Section 7.9.      Leases...........................................26
         Section 7.10.     Liens............................................26
         Section 7.11.     Take or Pay Contracts............................27
         Section 7.12.     Other Special Covenants..........................27

ARTICLE VIII - EVENTS OF DEFAULT............................................28
         Section 8.1.      Events...........................................28
                  (a)      Payment of Obligations to Lender. ...............28
                  (b)      Representation or Warranty. .....................28
                  (c)      Covenants. ......................................28
                  (d)      The Borrower's Liquidation; Dissolution; 
                           Bankruptcy; Etc. ................................28
                  (e)      Order of Dissolution. ...........................29
                  (f)      Reports and Certificates. .......................29
                  (g)      Judgments. ......................................29
                  (h)      Liens Imposed by Law. ...........................29
                  (i)      Corporate Existence. ............................29
                  (j)      .................................................29
         Section 8.2.      Rights and Remedies Cumulative...................30
         Section 8.3.      Rights and Remedies Not Waived...................30
         Section 8.4.      Waiver of Default................................30

ARTICLE IX - MISCELLANEOUS..................................................30
         Section 9.1.      Course of Dealing; Amendments; Waiver. ..........30
         Section 9.2.      Lien; Setoff By Lender...........................31
         Section 9.3.      Liability of Lender to Third Parties.............31
         Section 9.4.      Waivers..........................................31
         Section 9.5.      Assignment and Participation.....................32
         Section 9.6.      Funds Not Assignable.............................32
         Section 9.7.      Indemnity........................................32
         Section 9.8.      Termination by the Borrower......................32
         Section 9.9.      Arbitration.  ...................................32
         Section 9.10.     Notices..........................................33
         Section 9.11.     Controlling Agreement............................33
         Section 9.12.     Titles...........................................33
         Section 9.13.     Venue and Jurisdiction. .........................33
         Section 9.14.     Governing Law. ..................................34
         Section 9.15.     Legal or Governmental Limitations. ..............34
         Section 9.16.     Counterparts. ...................................34
         Section 9.17.     Addition of Subsidiaries.........................34
         Section 9.18.     Waiver of Trial By Jury..........................35
         Section 9.19.     Confidentiality..................................35



<PAGE>




                   ADVISED REVOLVING LINE OF CREDIT AGREEMENT

         THIS  AGREEMENT  dated  as of the 5th day of  November,  1998,  by and
between AMSOUTH BANK, a bank organized under the laws of Alabama, whose mailing
address is Post Office Box 588001, Orlando,  Florida 32858 (the "Lender"),  and
CARROLL FULMER & COMPANY,  INC., a Florida corporation,  whose address is P. O.
Box 5000, Groveland, Florida 34736-5000 (ACarroll Fulmer@) and CAROLINA PACIFIC
DISTRIBUTORS, INC., a North Carolina corporation, whose address is 5625 Surrett
Drive  Extension,  Archdale,  North  Carolina  27263  (ACarolina  Pacific@) and
TRANSIT LEASING, INC., an Indiana corporation f/k/a CAPITOL WAREHOUSE,  INC., a
Kentucky corporation,  whose address is 403 W. Main Street, Frankfurt, Kentucky
40601 (ATransit  Leasing@) and SERVICE EXPRESS,  INC., an Alabama  corporation,
whose address is P.O. Box 1009,  Tuscaloosa,  Alabama 35403 (AService Express@)
and RAINBOW TRUCKING SERVICES,  INC., an Indiana corporation,  whose address is
724 Mechanic  Street,  Jeffersonville,  Indiana 47130 (ARainbow  Trucking@) and
TRANSPORTATION  RESOURCES AND MANAGEMENT,  INC., an Indiana corporation,  whose
address  is  5003  US  Highway  10  W,  Suite  1,  Fort  Wayne,  Indiana  46898
(ATransportation  Resources@) and VENTURE  LOGISTICS,  LLC., an Indiana limited
liability  company,  whose  address  is 2415 W.  Thompson  Road,  Indianapolis,
Indiana 46217 (AVenture  Logistics@) and CERTIFIED TRANSPORT,  LLC., an Indiana
limited   liability   company,   whose  address  is  2415  W.  Thompson   Road,
Indianapolis,  Indiana 46217 (ACertified  Transport@) and K.J.  TRANSPORTATION,
INC., a New York corporation,  whose address is 6070 Collett Road,  Farmington,
New York 14425 (AK.J.  Transportation@)  and  DIVERSIFIED  TRUCKING  CORP.,  an
Alabama corporation,  whose address is 309 Williamson Avenue, Opelika,  Alabama
36804 (ADiversified Trucking@) and NORTHSTAR  TRANSPORTATION,  INC., an Alabama
corporation,  whose  address  is 410  Twitchell  Road,  Dothan,  Alabama  36303
(ANorthstar  Transportation@)  and any and all other  subsidiaries  of  Transit
Group,  Inc.,  a  Florida  corporation  (together  herein  referred  to as  the
ASubsidiaries@or  individually as the ASubsidiary@)  which  subsequently  enter
into a Joinder to Advised  Revolving  Line of Credit  Agreement  and Joinder to
Security Agreement (Carroll Fulmer, Carolina Pacific,  Transit Leasing, Service
Express,  Rainbow  Trucking,   Transportation  Resources,   Venture  Logistics,
Certified  Transport,  K.J.  Transportation,  Diversified  Trucking,  Northstar
Transportation  and  Subsidiaries are together  hereinafter  referred to as the
"Borrower"  and  individually  referred  to  as  a  ACo-Borrower@;   references
applicable  to Borrower  shall also be  applicable  to each  Co-Borrower),  and
TRANSIT GROUP, INC., a Florida corporation, whose address is Overlook III, 2859
Paces Ferry Road, Suite 1740, Atlanta, Georgia 30339 (the AGuarantor@).

                                                W I T N E S S E T H:

         WHEREAS, the Borrower has requested the Lender to lend to Borrower for
the purpose of supporting working capital needs and acquisitions; and

         WHEREAS,  this  Agreement  modifies and restates that certain  Advised
Revolving Line of Credit Agreement dated as of December 18, 1997 by and between
Lender, Borrower and Guarantor; and
         WHEREAS,  the  Guarantor  will  derive a  benefit  from  such loan and
therefore has agreed to guarantee the debt of Borrower to Lender and enter into
this Agreement; and

         WHEREAS,  subject to the  continued  acceptability  of the  collateral
referred to herein and subject to the  compliance by the Borrower and Guarantor
with all of the terms and conditions hereof, the Lender is willing to make such
loan on the terms and conditions and on the security hereinafter set forth.

         NOW, THEREFORE,  in consideration of the mutual promises,  conditions,
representations  and  warranties  hereinafter  set forth and for other good and
valuable consideration, the parties hereto have mutually agreed as follows:


                            ARTICLE I - DEFINITIONS

         Section 1.1.      Capital Expenditures.

         Capital  Expenditures  means any expenditures for fixed assets or that
is properly chargeable to capital account in accordance with generally accepted
accounting principles.

         Section 1.2.      Capitalization.

         Capitalization means Net Worth plus Debt.

         Section 1.3.      Current Assets.

         Current  Assets  means  assets  that,  in  accordance  with  generally
accepted accounting principles, are current assets; provided, however, that (1)
inventories  shall be taken into account on the basis of cost or current market
value, whichever is lower, or, to the extent that such inventories are required
for delivery under then-existing  contracts, the applicable contract price, (2)
current assets shall not include any intangible  assets or any securities  that
are not readily marketable,  (3) securities included as current assets shall be
taken into account at the current market price thereof,  and (4) current assets
shall not include any  amounts  due from or owed by any  shareholder,  partner,
member (as applicable) or affiliate of the Guarantor,  the  Co-Borrowers or any
of its Subsidiaries.
         Section 1.4.      Current Liabilities.

         Current  Liabilities means, as of the date of determination,  all Debt
maturing on demand or within one year from,  and that is not  renewable  at the
option of the obligor to a date later than one year after, the date as of which
such  determination  is made and all other items  (including  taxes  accrued as
estimated) that, in accordance with generally accepted  accounting  principles,
would be included as current liabilities.

         Section 1.5.      Debt.

         Debt  of  any  person  means  (1)  all  indebtedness,  whether  or not
represented by bonds, debentures,  notes or other securities, for the repayment
of  borrowed  money,  (2) all  deferred  indebtedness  for the  payment  of the
purchase price of property or assets purchased,  except trade accounts payable,
(3) all capitalized lease obligations, (4) all indebtedness secured by any Lien
on any property of such person, whether or not indebtedness secured thereby has
been assumed, (5) all obligations with respect to any conditional sale contract
or title retention  agreement,  (6) all  indebtedness  and obligations  arising
under acceptance  facilities or in connection with surety or similar bonds, and
the outstanding  amount of all letters of credit issued for the account of such
person, and (7) all obligations with respect to interest rate swap agreements.

         Section 1.6.      Event of Default.

         AEvent of Default@  means any of the events  specified  in Section 8.1
hereof.

         Section 1.7.      Generally Accepted Accounting Principles.

         "Generally Accepted  Accounting  Principles" means those principles of
accounting set forth in Opinions of the Financial Accounting Standards Board of
the  American  Institute of Certified  Public  Accountants  or which have other
substantial authoritative support and are applicable in the circumstances as of
the date of any report  required  herein or as of the date of an application of
such principles as required herein.

         Section 1.8.      Interest Expense.

         Interest  Expense means interest  payable on Debt during the period in
question.

         Section 1.9.      Liabilities.

         Liabilities  means  all  Debt and all  other  items  (including  taxes
accrued as estimated)  that, in accordance with generally  accepted  accounting
principles,  would be included in determining total liabilities as shown on the
liabilities side of a balance sheet.

         Section 1.10.     LIBOR Reserve Requirement.

         "LIBOR  Reserve  Requirement"  means,  for any day,  the rate at which
reserves  (including,  without  limitation,  any  marginal,   supplemental,  or
emergency  reserves)  are  required  to be  maintained  by member  banks of the
Federal Reserve System on such day against Eurocurrency liabilities,  expressed
as a decimal.

         Section 1.11.     Loan Documents.

         "Loan  Documents"  means and includes the Note,  this  Agreement,  the
corporate  resolution,  and any and all other documents  executed in connection
with this loan accommodation.

         Section 1.12.     Net Cash Flow.

         Net Cash Flow for any period means net income (or the net deficit,  if
expenses and charges exceed  revenues and other proper income credits) for such
period,  plus amounts  that have been  deducted  for (1)  depreciation  and (2)
amortization in determining net income for such period.

         Section 1.13.     Net Income Available for Debt Service.

         Net Income  Available for Debt Service for any period means net income
(or the net deficit,  if expenses and charges exceed  revenues and other proper
income  credits) for such period,  plus amounts that have been deducted for (1)
depreciation,  (2)  amortization  and (3) Interest  Expense in determining  net
income for such period.

         Section 1.14.     Net Income Available for Interest Payments.

         Net Income  Available for Interest  Payments  means net income (or the
net deficit,  if expenses and charges  exceed  revenues and other proper income
credits) for such period plus amounts that have been  deducted for (1) Interest
Expense,  (2) income and profit taxes, and (3) amortization of debt discount in
determining net income for such period.

         Section 1.15.     Net Worth.

         Net Worth means the sum of the amounts set forth on the balance  sheet
as shareholders=  equity  (including the par or stated value of all outstanding
capital stock, retained earnings,  additional paid-in capital,  capital surplus
and earned surplus).

         Section 1.16.     Permitted Contests.

         Permitted  Contests  means  litigation or  administrative  proceedings
pursued by Borrower in good faith regarding taxes or construction liens.

         Section 1.17.     Qualified Investments.

         Qualified Investments means:

                  (1)      direct  obligations  of, or obligations the payment
of which is guaranteed by the United States of America (AFederal Securities@),

                  (2)      an interest in any trust or fund that invests solely 
in Federal Securities,

                  (3)  a   certificate   of   deposit   issued   by,  or  other
interest-bearing  deposit with, any bank organized under the laws of the United
States  of  America  or any  state  thereof,  provided  that (A) such  bank has
capital,  surplus and undivided profits of not less that $50,000,000,  (B) such
deposit is insured by the Federal Deposit  Insurance  Corporation,  or (C) such
deposit is  collaterally  secured by such bank by pledging  Federal  Securities
having a market value  (exclusive  of accrued  interest) not less than the face
amount of such deposit (less the amount of such deposit  insured by the Federal
Deposit Insurance Corporation), and

                  (4) a purchase agreement with respect to Federal  Securities,
provided that the Federal Securities  subject to such repurchase  agreement are
held by or under the control of the Co-borrowers  free and clear of third-party
Liens.

         Section 1.18.     Receivables.

         "Receivables"  means and  includes  all present  and future  accounts,
commissions,  contract rights, lease payment, chattel paper, instruments, cash,
deposits,  accounts,  documents,  and tax refunds payable to Borrower,  license
fees and proceeds,  royalties,  insurance proceeds and general  intangibles and
all forms of obligations  owing,  together with all documents or instruments of
title  representing  the same and rights in any  merchandise or goods which the
same represent,  together with all right, title, security and guarantees,  with
respect to each of the Receivables, including any right of stoppage in transit,
whether the same are now or hereafter owned.  "Receivables"  also  specifically
include all rights of Borrower  under any patent license  agreement,  technical
assistance contract, product supply contract, or similar agreement and includes
all trade names,  trademarks,  license agreements and all records pertaining to
the accounts,  debtors,  and collateral and all computer software pertaining to
the Receivables of Borrower.

         Section 1.19.     Reserve Adjusted LIBOR Rate.

         "Reserve  Adjusted  LIBOR Rate" means,  for any AInterest  Period@ (as
defined in the Note),  an interest rate per annum  obtained by dividing (i) the
rate quoted on the Telerate page 3750 as of 11:00 a.m.  London time, on the day
that is two London banking days prior to the first day of the Interest  Period,
in an amount  substantially  equal to the ALIBOR-Based Rate@ (as defined in the
Note) and with a term  substantially  equal to such Interest Period, by (ii) an
amount equal to 1 minus the LIBOR Reserve Requirement for such Interest Period.
In the event the rate quoted by Telerate is  discontinued or the rate otherwise
cannot be identified,  the Lender shall determine the  LIBOR-Based  Rate on the
basis of quotes by major banks in the London  interbank  Eurodollar  market for
dollar  deposits  in  an  amount   substantially   equal  to  and  for  a  term
substantially equal to the Interest Period selected.

         Section 1.20.     Tangible Net Worth.

         Tangible  Net  Worth  means  the sum of the  amounts  set forth on the
balance sheet as shareholders= equity (including the par or stated value of all
outstanding  capital stock,  retained  earnings,  additional  paid-in  capital,
capital  surplus  and  earned  surplus),  less the sum of (1) any amount of any
write-up  of  assets,  (2)  goodwill,  (3)  patents,  trademarks,   copyrights,
leasehold  improvements  not  recoverable  at the  expiration  of a lease,  and
deferred   charges   (including   unamortized   debt,   discount  and  expense,
organization expenses,  experimental and developmental  expenses, but excluding
prepaid  expenses),  (4) any amounts at which  shares of capital  stock of such
person  appear on the asset side of the  balance  sheet and (A) any amounts due
from or owed by any shareholder or affiliate.

         Section 1.21.     Total Liabilities.

         Total  Liabilities means all Debt and all other items (including taxes
accrued as estimated)  that, in accordance with generally  accepted  accounting
principles,  would be included in determining total liabilities as shown on the
liabilities side of a balance sheet.


                     ARTICLE II - AMOUNT AND TERMS OF LOAN

         Section 2.1.      Amount.

         The Lender agrees,  on the terms and conditions of this Agreement,  to
lend to Borrower in an aggregate  principal amount not to exceed THIRTY MILLION
DOLLARS  ($30,000,000.00)  (hereinafter  sometimes referred to as the ALoan@ or
ALine of Credit@).

         Section 2.2.      Note.

         The  obligation  to repay the loan is evidenced by a revolving  credit
note in the  principal  sum of THIRTY  MILLION  DOLLARS  ($30,000,000.00)  (the
"Note" or ARevolving  Credit Note@).  Under the Loan, the Borrower may, subject
to the terms,  conditions  herein set forth and  subject to the  approval of an
officer of Lender,  borrow from  Lender,  at such time and in such  amounts not
exceeding the total amount of THIRTY MILLION DOLLARS ($30,000,000.00).

         Section 2.3.      Interest and Principal.

         The interest on and  principal of the Note shall be paid in accordance
with the terms and conditions more particularly set forth in the Note.

         Section 2.4.      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 Lender,  including  without  limitation,  its  failure to maintain
adequate capital, (x) subjects Lender or any corporation  controlling Lender to
any tax of any kind whatsoever  with respect to this Agreement,  or changes the
basis of  taxation  of  payments  to Lender of  principal,  commissions,  fees,
interest,  or any other amount  payable  hereunder  (except for (A) taxes on or
measured  by the  overall  net  income of Lender or branch,  office,  or agency
through which Lender is acting for purposes of this Agreement 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 Lender which are not otherwise
included  in any  determination  of the  Reserve  Adjusted  LIBOR Rate or other
interest  payable  hereunder;  or (z)  imposes  on  Lender  or the  corporation
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 Lender, pay directly to Lender
additional  amounts  sufficient to compensate Lender for such increased cost. A
certificate as to the amount of such increased cost,  submitted to the Borrower
by Lender,  shall be conclusive and binding for all purposes,  absent  manifest
error.

                  (b) If  Lender  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  Lender  or the
corporation  controlling  Lender as a consequence of, or with reference to, the
facilities  hereunder,  by an  amount  deemed by  Lender  to be  material,  the
Borrower  shall  from  time to time,  upon  demand  by  Lender,  pay to  Lender
additional  amounts  sufficient to compensate  Lender or such other corporation
for such reduction. A certificate as to such amounts, submitted to the Borrower
by Lender,  shall be conclusive and binding for all purposes,  absent  manifest
error.

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

         Section 2.5.      Funding Limitations.

         Until  May  1,  2000,  the  maximum   principal  amount  that  may  be
outstanding  from time to time  under the Line of Credit  shall not  exceed the
lesser of the following:  (a) THIRTY MILLION DOLLARS  ($30,000,000.00);  or (b)
eighty-five percent (85%) of the Co-Borrower=s Eligible Receivables.  After May
1, 2000, the maximum principal amount that may be outstanding from time to time
under the Line of Credit  shall not  exceed the  lesser of the  following:  (a)
THIRTY  MILLION  DOLLARS  ($30,000,000.00);  or (b) fifty  percent (50%) of the
Co-Borrower=s Eligible Receivables.  Eligible Receivables shall not include any
Ineligible  Receivables  including,  but  not  limited  to,  those  Receivables
described  below.  For purposes of determining  the funding  limitations,  each
Co-Borrower=s  borrowing  base of  Eligible  Receivables  shall  be  determined
separately and funding  eligibility will be determined  separately and accounts
receivable from one Co-Borrower may not be used to calculate the borrowing base
for another Co-Borrower.  The monies disbursed under the Line of Credit will be
disbursed based on such  Co-Borrower=s  borrowing base and disbursements may be
made based on verbal or written request to Lender in Lender=s sole discretion.

         The Lender  shall have the right,  in the good faith  exercise  of its
sole discretion, to deem any specific Receivables ineligible for the purpose of
calculating the maximum  principal  amount that may be outstanding from time to
time  under the Note,  including  but not  limited  to the  following  types of
Receivables:  (1) invoices aged ninety (90) days or more past invoice date; (2)
accounts  that have over  thirty-five  percent  (35%) of the total balance aged
ninety  (90) days or more  past  invoice  date;  (3)  Receivables  due from any
government  agency  to the  extent  that  such  Receivables  exceed  15% of the
Borrowers= aggregate Eligible Receivables;  and (4) credit balances aged ninety
(90) days or more past invoice date; (5) accounts owed by foreign  corporations
which are not fully  insured under the current  credit  insurance  policy;  (6)
accounts owed by or due from  affiliates,  related  parties,  stockholders,  or
employees; (7) accounts that could be subject to the right of offset, including
but not limited to contra accounts;  (8) invoices issued for services  rendered
prior to the actual rendering of the services (i.e., pre-billed invoices);  (9)
post dated  invoices;  (10) any  Receivables  due from any entity to the extent
that  such  Receivables  exceed  15%  of  the  Borrowers=   aggregate  Eligible
Receivables; and (11) any Receivables resulting from any transaction not in the
ordinary  course of  business.  Lender shall have no  obligation  to fund if an
Event of Default exists.


                      ARTICLES III - SECURITY AND GUARANTY

         As  security  for the full and  timely  payment of the  principal  and
interest under the Note and for any and all other  indebtedness or liability of
the Borrower to the Lender,  whether now existing or hereafter  arising (all of
which  indebtedness  is hereby  referred to as  AIndebtedness@),  the  Borrower
grants and/or agrees to the following:

         Section 3.1.      Security Interest.

         The Borrower hereby grants the Lender and shall cause to be granted to
the Lender a first  prior and  exclusive  lien and  security  interest in and a
continuing  first  lien  upon the  following  property  (all of which is herein
referred to collectively as the "Collateral"):

         (a)  All "Receivables", as defined in Section 1.18 hereof, of 
Borrower; and

         (b)  All proceeds, products and accessions of and to all of the
 foregoing.

         Section 3.2.      Guaranty.

         The  Borrower  shall cause to be duly  executed  and  delivered to the
Lender  the  unlimited  guaranty  of  the  Guarantor,   whereby  the  Guarantor
guarantees the Borrower's  obligations  under the Note,  this Agreement and the
Security Documents as hereinafter defined.  The Guarantor,  by its execution of
this Agreement,  agrees that any and all loans, indebtedness or other liability
of the  Borrower  to the  Guarantor  shall at all times be  subordinate  to the
indebtedness of the Borrower to the Lender.

         Section 3.3.      Security Documents.

         The  Borrower,  in order to describe  the terms and  conditions  under
which the Collateral  will be held by the Lender,  shall execute and deliver to
the Lender,  in form and  substance  satisfactory  to the  Lender,  any and all
security agreements,  financing statements, and any other documents relating to
any security as the Lender shall require from time to time (all herein together
with the Note and this  Agreement  referred to  collectively  as the  "Security
Documents").  Concurrent  with the  execution of the Note,  the Borrower  shall
deliver to the Lender executed Security  Documents covering the items described
in Sections 3.1 and 3.2 in form and substance satisfactory to the Lender.

         Section 3.4.      Filing and Recording.

         The Borrower shall, at its cost and expense, cause all instruments and
documents  given as security  pursuant to this  Agreement  to be duly  recorded
and/or filed in all places necessary,  in the opinion of the Lender, to perfect
and  protect  the  security  interest  of the  Lender in the  property  covered
thereby.  The  Borrower  hereby  authorizes  the  Lender to file any  financing
statement  in  respect  of any  security  interest  created  pursuant  to  this
Agreement  which may at any time be  required  or which,  in the opinion of the
Lender, may at any time be desirable,  although the same may have been executed
only by the  Lender,  or, at the option of the Lender,  to sign such  financing
statement on behalf of the Borrower and file the same, and the Borrower  hereby
irrevocably designates the Lender, its agents, representatives and designees as
agents and  attorneys-in-fact  for the Borrower for this purpose.  In the event
that any  recording  or refiling  thereof (or the filing of any  statements  of
continuation  or assignment of any financing  statement) is required to protect
and preserve  security  interest,  the Borrower shall, at its cost and expense,
cause the same to be  re-recorded  and/or refiled at the time and in the manner
requested by the Lender.


     ARTICLE IV - BORROWER'S AND GUARANTOR=S REPRESENTATIONS AND WARRANTIES

         To induce the Lender to enter into this  Agreement,  the  Borrower and
Guarantor  make the following  representations  and  warranties  which shall be
deemed to be continuous  representations  and  warranties so long as any credit
hereunder  remains  available or any indebtedness of the Borrower to the Lender
remains unpaid:

         Section 4.1.      Organization and Standing of Carroll Fulmer.

         Carroll Fulmer is a corporation  duly organized and existing under the
laws of the State of Florida and is duly  qualified to do business in the State
of Florida and in each jurisdiction  where the failure to be so qualified would
have a material  adverse  effect on Borrower.  To the best of Carroll  Fulmer=s
knowledge and belief, it is in material compliance with all applicable laws and
regulations governing the conduct of its business and governing consummation of
the transactions and its principal place of business is located in the State of
Florida.

         Section 4.2.      Organization and Standing of Carolina Pacific.

         Carolina  Pacific is a corporation  duly  organized and existing under
the laws of the State of North Carolina and is duly qualified to do business in
the State of North Carolina and in each jurisdiction where the failure to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Carolina Pacific=s  knowledge and belief, it is in material compliance with all
applicable  laws and  regulations  governing  the conduct of its  business  and
governing  consummation of the transactions and its principal place of business
is located in the State of North Carolina.

         Section 4.3.      Organization and Standing of Transit Leasing.

         Transit Leasing is a corporation duly organized and existing under the
laws of the State of Indiana and is duly  qualified to do business in the State
of Indiana and in each jurisdiction  where the failure to be so qualified would
have a material  adverse effect on Borrower.  To the best of Transit  Leasing=s
knowledge and belief, it is in material compliance with all applicable laws and
regulations governing the conduct of its business and governing consummation of
the transactions and its principal place of business is located in the State of
Indiana.

         Section 4.4.      Organization and Standing of Service Express.

         Service Express is a corporation duly organized and existing under the
laws of the State of Alabama and is duly  qualified to do business in the State
of Alabama and in each jurisdiction  where the failure to be so qualified would
have a material  adverse  effect on Borrower.  To the best of Service  Express=
knowledge and belief, it is in material compliance with all applicable laws and
regulations governing the conduct of its business and governing consummation of
the transactions and its principal place of business is located in the State of
Alabama.

         Section 4.5.      Organization and Standing of Rainbow Trucking.

         Rainbow  Trucking is a corporation  duly  organized and existing under
the laws of the State of Indiana  and is duly  qualified  to do business in the
State of Indiana and in each jurisdiction  where the failure to be so qualified
would  have a  material  adverse  effect on  Borrower.  To the best of  Rainbow
Trucking=s  knowledge  and  belief,  it  is in  material  compliance  with  all
applicable  laws and  regulations  governing  the conduct of its  business  and
governing  consummation of the transactions and its principal place of business
is located in the State of Indiana.

         Section 4.6.      Organization and Standing of Transportation
 Resources.

         Transportation  Resources is a corporation duly organized and existing
under the laws of the State of Indiana and is duly  qualified to do business in
the  State of  Indiana  and in each  jurisdiction  where the  failure  to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Transportation  Resources=  knowledge and belief, it is in material  compliance
with all applicable laws and regulations  governing the conduct of its business
and governing  consummation  of the  transactions  and its  principal  place of
business is located in the State of Indiana.

         Section 4.7.      Organization and Standing of Venture Logistics.

         Venture  Logistics is a limited  liability  company duly organized and
existing  under the laws of the State of Indiana  and is duly  qualified  to do
business in the State of Indiana and in each jurisdiction  where the failure to
be so qualified would have a material  adverse effect on Borrower.  To the best
of Venture Logistics=  knowledge and belief, it is in material  compliance with
all applicable laws and  regulations  governing the conduct of its business and
governing  consummation of the transactions and its principal place of business
is located in the State of Indiana.

         Section 4.8.      Organization and Standing of Certified Transport.

         Certified  Transport is a limited liability company duly organized and
existing  under the laws of the State of Indiana  and is duly  qualified  to do
business in the State of Indiana and in each jurisdiction  where the failure to
be so qualified would have a material  adverse effect on Borrower.  To the best
of Certified  Transport=s  knowledge and belief,  it is in material  compliance
with all applicable laws and regulations  governing the conduct of its business
and governing  consummation  of the  transactions  and its  principal  place of
business is located in the State of Indiana.

         Section 4.9.      Organization and Standing of K.J. Transportation.

         K.J. Transportation is a corporation duly organized and existing under
the laws of the State of New York and is duly  qualified  to do business in the
State of New York and in each jurisdiction where the failure to be so qualified
would  have a  material  adverse  effect  on  Borrower.  To the  best  of  K.J.
Transportation=s  knowledge and belief,  it is in material  compliance with all
applicable  laws and  regulations  governing  the conduct of its  business  and
governing  consummation of the transactions and its principal place of business
is located in the State of New York.

         Section 4.10.     Organization and Standing of Diversified Trucking.

         Diversified  Trucking is a  corporation  duly  organized  and existing
under the laws of the State of Alabama and is duly  qualified to do business in
the  State of  Alabama  and in each  jurisdiction  where the  failure  to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Diversified  Trucking=s knowledge and belief, it is in material compliance with
all applicable laws and  regulations  governing the conduct of its business and
governing  consummation of the transactions and its principal place of business
is located in the State of Alabama.

         Section 4.11.     Organization and Standing of Northstar 
Transportation.

         Northstar  Transporation  is a corporation duly organized and existing
under the laws of the State of Alabama and is duly  qualified to do business in
the  State of  Alabama  and in each  jurisdiction  where the  failure  to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Northstar  Transportation=s  knowledge and belief, it is in material compliance
with all applicable laws and regulations  governing the conduct of its business
and governing  consummation  of the  transactions  and its  principal  place of
business is located in the State of Alabama.

         Section 4.12.     Organization and Standing of Guarantor.

         The Guarantor is a corporation  duly  organized and existing under the
laws of the State of  Florida  and is duly  qualified  to do  business  in each
jurisdiction in which the conduct of its business requires such  qualification,
including the State of Florida.  To the best of the  Guarantor=s  knowledge and
belief, it is in compliance with all applicable laws and regulations  governing
the conduct of its  business and  governing  consummation  of the  transactions
contemplated hereby.

         Section 4.13.     Corporate Power and Authority.

         The  execution,  delivery and  performance  of this  Agreement and any
Security  Documents  by the  Borrower and  Guarantor  are within its  corporate
powers and have been duly authorized by all necessary corporate and shareholder
action,  are not in  contravention  of law or the  terms  of  their  respective
Articles  of  Incorporation  or  By-Laws  or  any  amendment  thereto,  or  any
indenture,  agreement or undertaking to which they are a party or by which they
are bound, except such obligations which will be fully satisfied at the initial
funding hereunder.

         Section 4.14.     Valid and Binding Obligations.

         This  Agreement,  the  Note,  the  Security  Documents  and any  other
documents  required  hereunder,  when  executed  and  delivered by Borrower and
Guarantor will constitute the legal, valid and binding  respective  obligations
of the Borrower and Guarantor,  subject to applicable bankruptcy and insolvency
laws  and  laws  affecting   creditors'  rights  and  the  enforcement  thereof
generally.

         Section 4.15.     Consent or Filing.

         No consent, approval or authorization of, or registration, declaration
or filing with any court, any governmental body or authority or other person or
entity  is  required  in  connection  with the  valid  execution,  delivery  or
performance of this Agreement or any document  required by this Agreement or in
connection with any of the transactions contemplated thereby, except the filing
of the financing statements contemplated hereunder.

         Section 4.16.     Financial Condition of the Borrower.

         (a) The financial statements of the Borrower, a copy of which has been
furnished to the Lender, are materially correct,  complete,  and fairly present
the  financial  condition  of the  Borrower  as at the  date  of the  financial
statements and fairly present the results of the operations of the Borrower for
the period covered thereby.

         (b) The Borrower  has no material  direct or  contingent  liabilities,
liabilities  for  taxes,  long-term  leases,  or unusual  forward or  long-term
commitments  as of the  date  of the  Agreement  which  are not  disclosed  by,
provided for, or reserved against in the financial statements or referred to in
notes thereto, and at such date there are no material unrealized or anticipated
losses  from  any  unfavorable  commitments  of  the  Borrower.  The  financial
statements  furnished  to the Lender  have been  prepared  in  accordance  with
Generally  Accepted  Accounting   Principles  applied  on  a  consistent  basis
maintained  throughout the period involved.  There has been no material adverse
change in the business, properties or condition, financial or otherwise, of the
Borrower since the date of such financial statements.

         Section 4.17.     Litigation.

         There  is no  suit  or  proceeding  at  law  or in  equity  (including
proceedings, by or before any court, arbitrator, governmental or administrative
commission, board or bureau, or other administrative agency) pending, or to the
knowledge of the Borrower or Guarantor  threatened,  by or against or involving
the Borrower or Guarantor or against any of its properties, or existence which,
if adversely determined,  would have a material adverse effect on the property,
assets,  or  business  or on the  condition,  financial  or  otherwise,  of the
Borrower.

         Section 4.18.     Disclosure and No Untrue Statements.

         No  representation  or  warranty  made  by the  Borrower  in the  Loan
Documents or which will be made by the Borrower  from time to time  pursuant to
Officer=s   Certificates   (a)   contains   or  will   contain   any   material
misrepresentation  or material  untrue  statement of fact; or (b) omits or will
omit to state any material fact  necessary to make the  statements  therein not
misleading,  unless otherwise  disclosed in writing to the Lender.  There is no
fact known to the Borrower or any of its  executive  financial  officers  which
materially  and  adversely  affects  the  business,   assets,   properties,  or
condition, financial or otherwise, of the Borrower.
         Section 4.19.     Title to Collateral.

         The  Borrower has good and  marketable  title to, and is the holder of
all of the interests in, all of the Collateral given as security to the Lender,
free and clear of all pledges, liens, security interests or other encumbrances.
The Borrower and Guarantor will warrant and defend the  Collateral  against the
claims and demands of all persons.

         Section 4.20.     Payment of Taxes.

         The Borrower has filed or caused to be filed all federal,  state,  and
local tax returns  which are  required to be filed by it and has paid or caused
to be paid all taxes as shown on said returns or on any assessment  received by
it,  to the  extent  that such  taxes  have  become  due,  except as  otherwise
permitted by the provisions hereof, and no controversy in respect of additional
income  taxes which  could have a material  adverse  effect on the  Borrower is
pending,  or, to the knowledge of the  Borrower,  threatened,  unless  adequate
reserve has been made  therefor.  The  Borrower  has set up reserves  which are
believed by its  officers to be adequate for the payment of all taxes for which
a notice of assessment  has been received and for the payment of such taxes for
the years that have not been audited by the respective tax authorities.

         Section 4.21.     Agreement or Contract Restrictions.

         The  Borrower  is not a party to, nor is it bound by,  any  agreement,
contract,  or  instrument  or subject  to any  charter  or other  corporate  or
partnership  restriction  which  materially  adversely  affects  the  business,
properties,  assets,  operations, or financial condition of the Borrower except
as disclosed in the financial statements and notes thereto described in Section
6.2  hereof.  The  Borrower  is not in  material  default  in the  performance,
observance,  or  fulfillment  of  any  obligations,  covenants,  or  conditions
contained in any agreement or  instrument  to which it is a party,  which would
have a material adverse affect on Borrower performing hereunder.

         Section 4.22.     Patents, Trademarks, Etc.

         The Borrower  owns,  possesses,  or has the right to use all necessary
patents, patent rights,  licenses,  trademarks,  trademark rights, trade names,
trade name rights,  and  copyrights  to conduct its business as now  conducted,
without known  conflict  with any patent,  patent  right,  license,  trademark,
trademark right, trade name, trade name right, or copyright of any other person
or entity.

         Section 4.23.     Investment Company Act; Regulation.

          (a) The  Borrower  is not an  "investment  company,"  an  "affiliated
person" of any investment company," or a company "controlled" by an "investment
company,"  and the Borrower is not an  "investment  advisor" or an  "affiliated
person" of an  "investment  advisor" (as each of the quoted terms is defined or
used in the Investment Company Act of 1940, as amended).

         (b) The Borrower is not subject to regulation under any state or local
public  utilities  code or  federal,  state,  or local  statute  or  regulation
limiting the ability of the Borrower to incur indebtedness for money borrowed.

         Section 4.24.     Labor Matters.

         There are no strikes or other labor  disputes  against the Borrower or
Guarantor pending or, to the Borrower's or Guarantor=s  knowledge,  threatened.
To the knowledge of Borrower,  hours worked by and payment made to employees of
the Borrower have not been in violation of the Fair Labor  Standards Act or any
other applicable law dealing with such matters.  All material payments due from
the Borrower on account of employee health and welfare insurance have been paid
or accrued as a liability on its books.

         Section 4.25.     ERISA Requirement.

         Except as previously disclosed to Lender in writing, the Borrower does
not have in force any written or oral bonus plan,  stock option plan,  employee
welfare,  pension  or  profit  sharing  plan,  or any  other  employee  benefit
arrangement or understanding.  In addition, the Borrower and any predecessor of
the  Borrower  is not now or was not  formerly  during  the  five  year  period
immediately  preceding the  effective  date of this  Agreement a  participating
employer in any multi employer or "multiple  employer" plans within the meaning
of Sections 4001 (1)(a)(3), 4063, and 4064 of ERISA. Each employee benefit plan
subject to the requirements of ERISA complies in all material respects with all
of the  requirements  of ERISA  and those  plans  which  are  subject  to being
"qualified"  under Sections 401 (a) and 501 (a) of the Internal Revenue Code of
1986, as amended from time to time, have since their adoption been  "qualified"
and have received  favorable  determination  letters from the Internal  Revenue
Service so holding.  There is no matter known to Borrower which would adversely
affect the qualified tax exempt status of any such trust or plan, and except as
previously  disclosed to the Lender,  there are no  deficiencies or liabilities
for any such plan or trust. No employee  benefit plan sponsored by the Borrower
has engaged in a nonexempt "prohibited transaction" as defined in ERISA.

         Section 4.26.     Compliance With Environmental Requirements.

         The Borrower warrants and represents to the Lender that to the best of
Borrower's  knowledge,  the real  property  owned by Borrower is now and at all
times hereafter will continue to be in full compliance with all federal,  state
and local environmental laws and regulations as they now exist or are hereafter
enacted  and/or  amended,  including,  but not  limited  to, the  Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980, as amended by
the  Superfund  Amendments  and  Reauthorization  Act  of  1986,  the  Resource
Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act
of 1980, and the Hazardous and Solid Waste Amendments of 1984, as amended.  The
Borrower shall  indemnify and hold the Lender harmless from and against any and
all  damages,  penalties,  fines,  claims,  liens,  suits,  liabilities,  costs
(including  cleanup  costs),  judgments  and  expenses  (including  attorneys',
consultants'  or experts' fees and expenses) of every kind and nature  suffered
by or  asserted  against  the  Lender  as a direct  or  indirect  result of any
warranty or  representation  made by the Borrower in this paragraph being false
or untrue in any material respect or any requirement under any law,  regulation
or ordinance,  whether local, state or federal,  which requires the elimination
or  removal  of  any   hazardous   materials,   substances,   wastes  or  other
environmentally  regulated  substances.  The Borrower's  obligations  hereunder
shall not be  limited  to any  extent by the term of the  indebtedness  secured
hereby,  and,  as to any  act or  occurrence  prior  to  payment  in  full  and
satisfaction of the indebtedness which gives rise to liability hereunder, shall
continue,  survive and remain in full force and effect notwithstanding  payment
in full and satisfaction of the indebtedness.

         Section 4.27.     Use of Credit.

         The Loan  shall be used  exclusively  for the  purpose  of  supporting
working  capital  needs and  acquisitions.  The  Borrower is not engaged in the
business of extending  credit for the purpose of purchasing or carrying "margin
stock" (within the meaning of Regulation U, Regulation X or Regulation G of the
Board of Governors of the Federal Reserve System),  and no part of the proceeds
of any advance  hereunder will be used to purchase or carry any "margin stock,"
to extend  credit to others  for the  purpose of  purchasing  or  carrying  any
"margin  stock,"  or  for  any  other  purpose  which  might   constitute  this
transaction a "purpose  credit" within the meaning of Regulation U,  Regulation
X, or Regulation G. Neither the Borrower nor any person acting on behalf of the
Borrower  has taken or will take any action  which  might cause the Note or any
other Loan  Documents,  including  this  Agreement,  to violate  Regulation  U,
Regulation X, or Regulation G or any other regulation of the Board of Governors
of the Federal Reserve system or violate  Section 8 of the Securities  Exchange
Act of 1934 or any rule or regulation thereunder, in each case as now in effect
as the same may  hereinafter be in effect.  The Borrower owns no "margin stock"
except for that  described in the financial  statements  referred to in Section
6.2 hereof  and,  as of the date  hereof,  the  aggregate  value of all "margin
stock" owned by the Borrower does not exceed  twenty-five  percent (25%) of the
value  of all of the  Borrower's  assets.  In  connection  with the  Loan,  the
Borrower  will upon request of the Lender  deliver to the Lender a statement in
conformity  with the  requirements  of Federal  Reserve Form U-1 referred to in
said Regulation.


                        ARTICLE V - CONDITIONS PRECEDENT

         The  effectiveness of this Agreement and the obligations of the Lender
to consummate any of the transactions  contemplated  hereby shall be subject to
the satisfaction of the following conditions precedent, at or prior to the time
of the funding of the loan or any part thereof:

         Section 5.1.      Documents and Instruments.

         The Lender shall have  received  all the  instruments,  documents  and
property  contemplated to be delivered by the Borrower hereunder,  and the same
shall be in full force and effect.

         Section 5.2.      Correctness of Warranties.

         All representations and warranties  contained herein or otherwise made
to the Lender in connection herewith shall be true and correct.

         Section 5.3.      Certificates of Resolution.

         The  Board  of  Directors  of  the  Borrower  and  Guarantor  and,  if
shareholder  approval is deemed necessary by any party, the shareholders of the
Borrower and Guarantor,  shall have passed specific resolutions authorizing the
execution and delivery of all  documents  and the taking of all actions  called
for by this  Agreement,  and the Borrower and Guarantor shall have furnished to
the Lender copies of such resolutions, certified by its Secretary.

         Section 5.4.      Expenses of Lender.

         The  Borrower  promises  to  reimburse  the  Lender  promptly  for all
reasonable out-of-pocket expenses of every nature which the Lender may incur in
connection  with this  Agreement and the Note, the making of any loans provided
for herein or the collection of the Borrower's indebtedness, including, but not
limited to, any filing fees and documentary stamps. Such expenses shall be paid
at closing or in a reasonable time thereafter upon receipt of written invoices.
The Borrower shall also pay  reasonable  postclosing  expenses  incurred by the
Lender on behalf of the Borrower, including, but not limited to, preparation of
documents to terminate the loan and release the security therefor. Furthermore,
the Borrower shall be liable for post-closing  collection expenses,  including,
but not limited to, the collection of  obligations  of the Borrower  hereunder,
including  reasonable   attorneys'  fees,   including  appellate   proceedings,
post-judgment proceedings and bankruptcy proceedings. In the event the Borrower
fails to pay such expenses within a reasonable  time, the Lender may either (a)
disburse to itself  under the terms of the Note any sums  payable to Lender and
such disbursement shall be considered with like effect as if same had been made
to Borrower,  or (b) pay such expenses on the Borrower's  behalf and charge the
Borrower's account.

         Section 5.5.      Supporting Documents.

         On or prior to the closing  date,  the Lender shall have  received the
following  documents  satisfactory  in form and  substance  to the  Lender  and
counsel  for  the  Lender  and,  as  requested  by  the  Lender,  certified  by
appropriate corporate or governmental authorities:

                  (a) a certificate of good standing of each Borrower certified
by the Secretary of State, or other appropriate  governmental authority, of the
state of incorporation;

                  (b) a copy of  resolutions  of the Board of  Directors of the
Borrower  authorizing  the  execution,  delivery,  and  performance of the Loan
Documents and the borrowing thereunder,  and specifying the officer or officers
of the Borrower  authorized  to execute the Loan  Documents,  accompanied  by a
certificate  from an  appropriate  officer  that the  resolutions  are true and
complete,  were duly  adopted  at a duly  called  meeting in which a quorum was
present and acting throughout, or were duly adopted by written action, and have
not been amended, annulled,  rescinded, or revoked in any respect and remain in
full force and effect on the date of the certificate;

                  (c) an incumbency certificate containing the names and titles
of all duly elected  officers  and  directors of the Borrower as of the date of
this Agreement,  accompanied by a certificate from an appropriate  officer that
the information is true and complete;

                  (d) such  additional  supporting  documents as the Lender may
request.

         Section 5.6.      Opinion of the Borrower's Counsel.

         On or prior to the  closing  date,  and to the extent  required by the
Lender at the time of any borrowing  hereunder,  the Lender shall have received
the favorable  opinion of counsel for Borrower  indicating  that the execution,
delivery  and  performance  of this  Agreement  by the  Borrower are within its
corporate  powers and  authorized,  in form and substance  satisfactory  to the
Lender.


         ARTICLE VI - BORROWER'S AND GUARANTOR=S AFFIRMATIVE COVENANTS

         The Borrower and Guarantor, jointly and severally,  covenant and agree
that until the Note,  together with interest and all other  indebtedness to the
Lender under the terms of this Agreement,  is paid in full, unless specifically
waived by the Lender in writing:

         Section 6.1.      Corporate Existence and Qualification.

         The Borrower and  Guarantor  will do, or cause to be done,  all things
necessary  to preserve,  renew and keep in full force and effect its  corporate
existence, its material rights, licenses and permits and comply in all material
respects with all laws  applicable to it,  operate its business in a proper and
reasonable  businesslike  manner and  substantially  as  presently  operated or
proposed to be operated;  and at all times  maintain,  preserve and protect all
franchises  and trade names and  preserve  all  property  used or useful in the
conduct of its  business,  and keep the same in good repair,  working order and
condition,  and from time to time make,  or cause to be made,  all  needful and
proper repairs, renewals,  replacements,  betterments and improvements thereto,
all as  reasonably  necessary  so that the  business  carried on in  connection
therewith may be properly and advantageously conducted at all times.

         Section 6.2.      Financial Statements.

         Borrower  and  Guarantor  will each keep  their  books of  account  in
accordance with generally accepted accounting practices applied on a consistent
basis and will furnish to Lender the following:

         (a) Quarterly  financial  statements of each Co-Borrower and Guarantor
and  subsidiaries  including,  at a  minimum,  a balance  sheet,  an income and
expense statement and a year-to-date  financial statement presenting individual
as  well  as  consolidating  and  consolidated  financial  information  on each
Co-Borrower and Guarantor and its  subsidiaries,  submitted  within  forty-five
(45) days of the end of each fiscal quarter of each  Co-Borrower  and Guarantor
prepared  by and  certified  as  such by the  chief  financial  officer  of the
applicable  Co-Borrower and Guarantor stating Athe undersigned hereby certifies
that the attached  financial  information  is true and correct@ in all material
respects, subject to audit adjustments;  and containing information required by
Lender; and

         (b) Annual  financial  statements  of each  Co-Borrower  and Guarantor
including,  at a minimum,  a balance sheet and an income and expense  statement
presenting  individual  as well as  consolidating  and  consolidated  financial
information  on the  Borrower and  Guarantor  and its  subsidiaries,  submitted
within  ninety (90) days from the end of each fiscal year end,  prepared by and
certified as such by an independent  certified public accountant  acceptable to
Lender which may be satisfied by delivery of Guarantor=s  Annual Report on Form
10-K as filed with the Securities and Exchange Commission; and

         (c) Monthly  accounts  receivable  agings for each Co-Borrower aged by
invoice  date as of the end of each  month,  accounts  payable  agings for each
Co-Borrower  as of the end of each month,  daily  updated  accounts  receivable
balances  for each  Co-Borrower  and  customer  address  listings as Lender may
request from time to time, all in form and substance satisfactory to Lender.

The Borrower and Guarantor also, with reasonable  promptness,  shall furnish to
the Lender such other data as the Lender may reasonably request.

         Section 6.3.      Executive Officer's Certificates.

         The  financial  statements  of Borrower and  Guarantor,  called for by
Section  6.2(a) and (b),  shall be  accompanied  by a certificate of one of the
principal  executive  officers of each  Co-Borrower and Guarantor  stating that
there  exists no Event of Default as  defined  in this  Agreement  and no event
which,  with the giving of notice or passage of time, or both, would constitute
such an  Event  of  Default,  or,  if this is not the  case,  that  one or more
specified events of default or above-specified events have occurred.

         Section 6.4.      Taxes and Claims.

         The Borrower and  Guarantor  shall  properly  pay and  discharge:  all
taxes,  assessments  and  governmental  charges  upon or against any of them or
their assets prior to the date on which penalties attach thereto, unless and to
the extent that such taxes are being diligently  contested in good faith and by
appropriate   proceedings   and   appropriate   reserves   therefor  have  been
established.

         Section 6.5.  Pay Indebtedness to Lender and Perform Other Covenants.

         The Borrower shall: (a) make full and timely payments of the principal
of and interest on the Note and all other  indebtedness  of the Borrower to the
Lender, whether now existing or hereafter arising; and (b) duly comply with all
the terms and  covenants  contained in each of the  instruments  and  documents
given to the Lender  pursuant to this  Agreement or of the times and places and
in the manner set forth herein.

         Section 6.6.      Litigation.

         The Borrower and Guarantor  will  promptly  notify the Lender upon the
commencement of any action, suit, claim,  counterclaim or proceeding against or
known investigation of the Borrower (except when the alleged liability is fully
covered by  insurance):  (a) the  result of which  could  materially  adversely
affect the business of the  Borrower;  or (b) which  questions  the validity of
this  Agreement or any other  document  executed in connection  herewith or any
action taken or to be taken pursuant to any of the foregoing.

         Section 6.7.      Right of Inspection; Discussions.

         The Borrower will permit any person  designated by the Lender,  at the
Borrower's expense, to visit and inspect any of the property,  books,  records,
papers,  and  financial  reports of the  Borrower,  including the making of any
copies thereof and abstracts therefrom,  and to discuss its affairs,  finances,
and accounts with its principal  officers,  all at such reasonable times and as
often as the Lender may reasonably  request.  The Borrower will also permit the
Lender, or its designated  representative,  to audit its financial and business
records. Without limiting the foregoing in any way, the Borrower also agrees to
allow the Lender and/or certified public accountants satisfactory to the Lender
to review the Borrower's financial statements, books, and records.

         Section 6.8.      Notices.

         The Borrower will promptly give notice to the Lender of:

                  (a) the  occurrence  of any  default or Event of Default  (or
event  which  would  constitute  a  default  or  Event of  Default  but for the
requirement  that  notice be given or time elapse or both)  hereunder  in which
case such notice  shall  specify the nature  thereof,  the period of  existence
thereof,  and the  action  that the  Borrower  proposes  to take  with  respect
thereto;

                  (b) the  occurrence of any material  casualty to any property
of the Borrower or any other force majeure (including,  without limitation, any
strike or other labor disturbance)  materially affecting the operation or value
of the Borrower  (specifying  whether or not such  casualty or force majeure is
covered by insurance); and

                  (c) the  commencement or any material change in the nature or
status of any material litigation,  dispute,  investigation, of proceeding that
may  involve a claim for  damages,  injunctive  relief,  enforcement,  or other
relief pending,  being  instituted,  or threatened by, against or involving the
Borrower, or any attachment, levy, execution, or other process being instituted
by or against any assets of the  Borrower,  or any other  adverse  change which
might  materially  impair  the  conduct  of the  Borrower's  business  or might
materially affect  financially or otherwise its business,  operations,  assets,
properties, prospects, or condition.

         Section 6.9.      ERISA Benefit Plans.

         The Borrower will comply with all  requirements of ERISA applicable to
it and will not materially  increase its liabilities under or violate the terms
of any  present or future  benefit  plans  maintained  by it without  the prior
approval  of the Lender.  The  Borrower  will  furnish to the Lender as soon as
possible and in any event within 10 days after the Borrower or a duly appointed
administrator  of a plan (as defined in ERISA) knows or has reason to know that
any reportable event, funding deficiency, or prohibited transaction (as defined
in ERISA)  with  respect to any plan has  occurred,  a  statement  of the chief
financial  officer  of  the  Borrower  describing  in  reasonable  detail  such
reportable event, funding deficiency,  or prohibited transaction and any action
which Borrower  proposes to take with respect thereof,  together with a copy of
the notice of such event given to the Pension Benefit  Guaranty  Corporation or
the Internal Revenue Service or a statement that said notice will be filed with
the annual report of the United States Department of Labor with respect to such
plan if such filing has been authorized.

         Section 6.10.     Insurance.

         (a) The Borrower shall at all times maintain hazard,  public liability
insurance and Workers  Compensation  policies  insuring  against all claims for
personal or bodily injury, death or property damage occurring upon, in or about
any  property of the  Borrower in amounts not less than  $2,000,000.00  (with a
maximum  deductible  of  $1,000.00)  for injury or damage to any one person and
$2,000,000.00  (with a maximum  deductible of  $1,000.00)  for injury or damage
from any one  accident and  $100,000.00  for property  damage.  Such  insurance
coverage shall be in form and with existing carriers at current levels.

         (b) The Borrower shall furnish to Lender  evidence that such insurance
is in effect,  upon request, at no cost to Lender,  including,  but not limited
to,  such   originals  or  copies  as  the  Lender  may  request  of  policies,
certificates of insurance,  riders and endorsements  relating to such insurance
and proof of premium  payments.  The  Lender  shall be under no duty to examine
such  certificates  or to advise the  Borrower in case the  insurance is not in
compliance  herewith.  All such  policies  shall name  Lender as an  additional
insured.

         (c)  The  Borrower  shall  maintain  existing  credit  insurance  with
existing carrier at a minimum level of $10,000,000 and shall provide at closing
a binder from the  existing  carrier  with the Lender being named as Loss Payee
for such insurance.

         Section 6.11.     Main Bank of Account.

         During  the  term of this  Agreement  and so long as the  Borrower  is
obligated to the Lender under the Note,  AMSOUTH BANK, a bank  organized  under
the laws of Alabama,  shall be the primary bank of account for the Borrower and
Guarantor  other than  Transit  Leasing and  Carolina  Pacific.  Failure of the
Borrower or Guarantor to comply with this provision shall  constitute a default
under the terms of this  Agreement,  entitling  the Lender to all  remedies  of
default hereunder.

         Section 6.12.     Net Worth Requirement.

         The Guarantor shall maintain a Net Worth of not less than THIRTY-SEVEN
MILLION  DOLLARS  ($37,000,000.00)  by the end of the  1998  fiscal  year.  The
Tangible Net Worth must not be less than a negative  ($3,000,000) at the end of
the 1998 fiscal year end and a negative ($3,000,000) plus 25% of the net income
at the end of the 1999  fiscal year and all  subsequent  years and at all times
thereafter.

         Section 6.13.     Leverage Ratio.

         The  Guarantor  shall not permit  its ratio of Total Debt to  Earnings
Before Interest,  Taxes,  Depreciation and Amortization  (EBITDA) to be greater
than  3.50:1.00  for the 1998 fiscal year end and 3.00:1.00 for the 1999 fiscal
year end and at all times thereafter.

         Section 6.14.     Interest Coverage Ratio.

         The Guarantor shall not permit its ratio of Earnings Before  Interest,
Taxes and  Amortization to Interest  Expense for the 1998 fiscal year end to be
less than 1.50:1.00 and less than 2.00:1.00 for the fiscal year end 1999 and at
all times thereafter.

         Section 6.15.     Lockbox and Accounts Receivable.

         The Borrower shall utilize  Lender=s  lockbox  service located at Post
Office Box  628062,  Orlando,  Florida  32862-8062,  or such other place as the
Lender may designate in writing,  in the collection of its accounts  receivable
and may be  charged a  reasonable  fee.  Lockbox  remittances,  and  collection
inadvertently remitted directly to the Borrower, and all other cash collections
including but not limited to  collections  from  governmental  agencies will be
deposited into a bank-owned collection account, where they will be held for one
business day prior to being used to paydown the Line of Credit. Should transfer
from collection  account to paydown Line of Credit create an uncollected  funds
position in collection account, interest charges for the uncollected funds will
be charged to account analysis. In no case, will bank incur loss on transfer of
funds from collection  account to Line of Credit.  All proceeds from Collateral
including  collections  of  Receivables  shall be  applied  directly  to reduce
outstanding indebtedness on the Line of Credit.

         (a) At any time, and from time to time, upon Lender=s written request,
at the  Borrower=s  expense,  Borrower will  promptly  execute and deliver such
further  agreements  and documents and take such further action as Lender shall
reasonably  deem  necessary or desirable in obtaining the full benefits of this
Agreement and of the rights and powers herein granted.

         (b) If any of Borrower=s Receivables shall arise out of contracts with
the United States of America or any state thereof or any political subdivision,
department,  agency or  instrumentality  of such  federal or state  government,
Borrower  will,  if requested by Lender,  in addition to the  requirements  and
conditions  set  forth  above,  execute  any  instruments  and take any  action
required  by Lender in order  that all  monies  due or to become due under such
contracts  shall be assigned to Lender and notice thereof given to such federal
government  under the  Federal  Assignment  of Claims  Act, or in the case of a
state  statute or local  ordinance  analogous to said Claims Act, to such state
government,  or the  appropriate  political  subdivision,  and Lender is hereby
expressly authorized as Borrower=s agent to execute any such instruments and to
take any such action.

         (c) Lender shall have the right to endorse  Borrower=s name on any and
all checks,  drafts, or other forms of payment received  whenever  necessary to
collect the same, and Borrower will confirm Lender=s title thereto by executing
such instruments as Lender may from time to time require.  At Lender=s request,
Borrower  shall give notice of Lender=s  security  interest in  Receivables  to
Borrower=s  debtors in such form and at such times as Lender may  require,  and
Lender  may give such  notice to  Borrower=s  debtors  at any time or times and
collect the  Receivables  in Lender=s  name. In the event that any expenses are
incurred by Lender in collecting Receivables, including the cost of maintaining
any  lockbox and any  reasonable  legal fees,  such shall be an  obligation  of
Borrower=s as is herein defined.

         (d) Borrower  agrees to repay and remain  liable for the  repayment of
all loans and advances made to or for the Borrower=s  account and for all other
obligations.  It is expressly  agreed that any credits given as herein provided
shall be conditioned upon final payment to Lender in cash or solvent credits of
the item giving rise thereto and  regarding  any item that is not so paid,  the
amount  of any  credit  given  shall be  reversed,  whether  or not the item is
returned.

         (e) As of the close of each  calendar  month,  Lender  shall render to
Borrower an  accounting  to Borrower as to the amount  which  Lender shall have
advanced to Borrower and as to the amount received for Borrower=s account,  and
each account rendered shall be deemed  acceptable to and binding upon us unless
Borrower  submits to Lender in writing  notice of any exception  thereto within
ninety (90) days after the date thereof.

         (f) Borrower will not issue or grant any discount, credit or allowance
as to Borrower=s  Receivables  other than that which is usual and normal in the
course of business  unless such is shown on Borrower=s  invoice and reported to
Lender as a deduction from the  Receivables  against which Lender shall make an
advance.

         (g) Borrower shall immediately advise Lender of any disputes or claims
as to the Receivables  which Borrower  believes to be  substantial,  and adjust
them promptly at Borrower=s expense.

         (h)  Upon  the  happening  of any  Event  of  Default  as  hereinabove
provided,  then and in any such events, Lender shall have the following rights,
in addition to Lender=s rights and remedies under this Agreement and at law all
of which shall be exercised in a  commercially  reasonable  manner:  (i) Lender
shall have the right to incur reasonable attorneys= fees and legal expenses and
any other  necessary  expenditures  in the taking of  possession,  sale  and/or
preservation  of the  Collateral,  which  Borrower  does  hereby  agree to pay,
together with interest thereon from the date of such expenditures;  (ii) Lender
shall  then and at all  times  thereafter  have the  right,  without  notice to
Borrower,  to collect,  litigate,  extend the time of payment  of,  compromise,
settle for cash, credit or otherwise, and upon any terms or conditions,  all or
any part of the Receivables and thereby discharge and/or release the debtor and
all others who may be liable for the  payment of such  Receivables  or any part
thereof; (iii) Lender may sell the Collateral,  including Receivables or any in
which Lender may then have a security interest, in bulk or in separate lots, at
either public or private sale,  without  advertisement  which is hereby waived,
and upon  sending  notice to Borrower ten (10) days prior to such sale or other
disposition,  at such prices and upon such terms and  conditions  as Lender may
determine  and Lender is hereby  authorized to be a bidder and purchaser at any
such public sale and/or sales.

         (i) Borrower shall be entitled to credit only for the actual amount of
the cash  received by Lender as a result of its exercise of such  rights,  less
all  Lender=s  costs and  expenses  including  collection  and legal  expenses,
storage,  processing,  transportation and sale. If there be a surplus remaining
after applying the net proceeds of any such  collection of  Receivables  and/or
sales of the  Collateral  to  Borrower=s  obligations,  Lender shall remit such
surplus to Borrower and if there be a deficiency,  Borrower shall remain liable
to Lender therefor. The rights herein granted to Lender shall be in addition to
and not in lieu of all other  rights to which  Lender is  entitled  under  this
Agreement  or any  supplement  or  amendment  hereto,  or at law; and resort to
security shall not be required at any time.

         (j) Borrower  hereby  constitutes any person whom Lender may designate
as Borrower=s  attorney-in-fact  with power to send request for verification of
account to any debtor of Borrower and, (a) to receive,  open and dispose of all
mail  addressed  to  Borrower;  (b) to  endorse  Borrower=s  name on any  notes
acceptances,  checks,  drafts,  money  orders or other  evidences of payment or
collateral that may come into Lender=s possession;  (c) in the event of default
by Borrower  hereunder to sign Borrower=s name on any invoices  relating to any
Receivables,  or drafts  against  debtors,  assignments  and  verifications  of
accounts  and notices to  debtors;  and (d) in the event of default by Borrower
hereunder  to do all  other  acts  and  things  necessary  to  carry  out  this
Agreement.  All acts of such  attorney-in-fact  or designee shall not be liable
for any acts of commission or omission nor for any error of judgment or mistake
of fact or law other than gross negligence or willful  misconduct.  This power,
being  coupled with an interest,  is  irrevocable  while any  obligation  shall
remain unpaid.

         (k) Borrower  hereby  irrevocably  authorizes  and directs any and all
accountants  at any time acting for Borrower to give Lender any  information it
may from time to time request  concerning the financial affairs of Borrower and
to furnish Lender with copies of any and all  statements,  documents,  records,
paper, etc. in their possession  pertaining thereto.  Borrower will maintain at
its own cost and expense  complete  records  with  respect to the  Receivables,
including  but not  limited  to records of  payment  received  and all  credits
granted with respect thereto,  all adjustments  thereof, and all other dealings
affecting any of the  Receivables.  Borrower  agrees that Lender has a separate
security interest in all of the books and records  pertaining to the Collateral
and  Borrower  does  hereby  assign the same to Lender.  Following  an Event of
Default,  Borrower  will  deliver  any such books and  records to Lender or its
representative  at any time upon Lender=s demand at Borrower=s cost. During any
periodic  audits,  Lender may inspect and make  extracts from all of Borrower=s
books and records upon its premises.

         (l) Borrower  further agrees from time to time at Lender=s  request to
deliver to Lender any or all original or other documents which form any part of
the Receivables  including but not limited to all original  contracts,  orders,
invoices,  bills of lading,  and shipping  receipts and Lender shall succeed to
all rights, remedies, securities and liens which Borrower may have with respect
to the Receivables,  including  guaranties of Receivables or other contracts of
suretyship with respect thereto,  and Borrower shall deliver to Lender separate
written  instruments  confirming  Lender=s security interest in (or assignments
of) any of the same.

         Section 6.16.     Field Audits.

         Borrower  agrees  to  quarterly   asset  based   examinations  of  the
Borrower=s books, records and operations,  at Borrower=s expense, by the Lender
or a  representative  of the  Lender  and  reserves  the  right  to  require  a
satisfactory field examination prior to funding (other than the initial funding
hereunder).  The Lender also may  conduct  periodic  verifications  of accounts
receivable balances by both written and telephone communication methods.

         Section 6.17.     Collateral Reporting.

         The  Borrower  shall  provide  the Lender with the  following:  (1) an
updated  accounts  receivable  balance  submitted  on a daily basis in form and
substance  acceptable to Lender;  (2) an accounts  receivable  aging each month
aged by invoice  date,  as of the end of each month  within ten (10) days after
the end of the month;  (3) a customer address list the Lender will from time to
time require;  and (4) an accounts  payable aging each month,  as of the end of
each month  within  twenty  (20) days  after the end of the month;  and (5) any
other information that the Lender may from time to time require.

         Section 6.18.     Observance of Laws.

         The Borrower will conform to and duly observe in all material respects
all  laws,  regulations,  and  other  valid  requirements  of any  governmental
authority  with  respect to the  conduct  of its  business,  including  but not
limited to, applicable ERISA, environmental and transportation laws.

         Section 6.19.     Subsidiaries.

         The Borrower and  Guarantor  shall cause each of its  subsidiaries  to
observe and perform each covenant and agreement.  All computations  required in
connection  with such financial  covenants  shall be made for the Guarantor and
its  subsidiaries on a combined or  consolidated  basis,  after  elimination of
intercompany items.

         Section 6.20.     Capitalization Ratio.

         The Guarantor and its  subsidiaries on a consolidated  basis shall not
permit its ratio of Funded Debt to Capitalization to exceed 65.0% at any time.



                  ARTICLE VII - BORROWER'S NEGATIVE COVENANTS

         Borrower  covenants  and agrees from the date hereof and until payment
in  full  of the  principal  of  and  interest  on  the  Note,  and  all  other
indebtedness  to the Lender  under  this  Agreement,  unless  the Lender  shall
otherwise  consent in  writing,  which  will not be  unreasonably  withheld  or
delayed, it will not, either directly or indirectly:

         Section 7.1.      Type of Business.

         Engage in any  business  not  authorized  by  Borrower's  Articles  of
Incorporation or by applicable law.

         Section 7.2.      Change in Ownership or Management.

         The Guarantor  shall not,  either  directly or indirectly,  permit any
change in its senior  management or in the management of its business,  without
the prior written consent of the Lender.

         Section 7.3.      Acquisitions and Mergers.

         The Borrower shall not merge or consolidate or transfer  substantially
all of their assets (other than in a  reorganization  or other  transaction  in
which no  change  in  control  occurs  and  such  organizations  remain  in the
transportation business) without the prior written approval of the Lender.

         Section 7.4.      Capital Expenditures.

         The Guarantor and its subsidiaries may not make Capital  Expenditures,
excluding  expenditures  for rolling stock,  in an aggregate  amount per fiscal
year in  excess  of ONE  MILLION  DOLLARS  ($1,000,000.00),  without  the prior
written consent of the Lender.

         Section 7.5.      Guaranty.

         The Guarantor and its subsidiaries  will not guarantee or otherwise in
any way  become  responsible  for  obligations  of any other  person or entity,
whether by agreement  to purchase  the  indebtedness  of any other  person,  or
agreement for the  furnishing to funds to any other person through the purchase
of  goods,  supply  of  services  (or by way of stock  purchase,  contribution,
advance or loan) for the purpose of paying or discharging  the  indebtedness of
any other person, or otherwise, except those approved in writing by Lender.

         Section 7.6.      Investment and Loans.

         The Borrower and Guarantor will not, directly or indirectly,  acquire,
purchase or otherwise  make any  investment in or make any loans to acquire any
interest  whatsoever  in, any other person in an amount in excess of $1,000,000
in cash per  acquisition or an aggregate  amount of $5,000,000 in cash;  except
(1)  Qualified  Investments,  or (2) the  stock  of any  existing  subsidiaries
disclosed  to the  Lender  in  writing  in the  Loan  application,  or (3) upon
obtaining  written  consent  of  Lender,  provided  in each  case that all such
organizations are in the transportation business.

         Section 7.7.      Disposition or Encumbrance of Receivables.

         The Borrower will not sell, assign or discount, or grant or permit any
lien on any of its  accounts or notes  receivables,  other than the discount of
such notes in the ordinary course of the Borrower=s business.

         Section 7.8.      Sale-Leasebacks.

         Other than rolling  stock,  the Borrower will not sell or transfer any
property and lease it back for the same use.

         Section 7.9.      Leases.

         The  Borrower  will  not  enter  into any  future  lease  (other  than
capitalized leases that are otherwise permitted under this commitment or leases
for  rolling  stock),  as  lessee,  if such  lease  (a) has an  unexpired  term
(including  renewals at the option of the lessee) of more than seven years, (b)
provides  for  aggregate  rental  payments  during any fiscal year in excess of
$100,000,  or (c) if the rental  payments  thereunder,  together with all other
such leases, would provide for aggregate rental payments during any fiscal year
in excess of $500,000, without prior written approval of the Lender.
         Section 7.10.     Liens.

         The  Borrower  will not  permit any lien on any of its  properties  or
assets, whether now owned or hereafter acquired,  other than any liens mutually
agreed upon prior to closing and those listed below:

                  (a)      liens in favor of Lender;

                  (b)   existing   liens   identified   in  the   Co-Borrower=s
application for this Loan, including any liens relating to the restructuring of
existing   fixed  asset  and/or  vehicle   financing  with  another   financial
institution;

                  (c)  deposits  under  workmen=s  compensation,   unemployment
insurance and Social Security laws;

                  (d) liens imposed by law,  such as carriers=,  warehousemen=s
or mechanics= and materialmen=s  liens,  incurred in good faith in the ordinary
course of business and that are not delinquent or that are subject to Permitted
Contests;

                  (e) any lien arising out of any litigation,  legal proceeding
or  judgement  that is  subject  to a  Permitted  Contest,  and any  pledges or
deposits to secure, or in lieu of, any surety, stay or appeal bond with respect
to any such litigation, legal proceeding or judgement;

                  (f)  liens  for  taxes,  assessments  or  other  governmental
charges or levies  that are not  delinquent  or that are  subject to  Permitted
Contests;

                  (g) liens  created  after  the Loan  closing  to  secure  the
acquisition cost of vehicles and fixed assets for use in the ordinary course of
business,  provided  that (1) any such lien is confined to the fixed  assets so
acquired;  and (2) the  indebtedness  secured  by such lien does not exceed the
purchase price or fair market value,  whichever is less, of the fixed assets so
acquired at the time of their acquisition; and

                  (h) liens  created  by loans to  shareholders  secured by the
shareholders restricted stock, so long as each Co-Borrower and Guarantor are in
compliance with all financial covenants.

         Section 7.11.     Take or Pay Contracts.

         The Borrower will not enter into any take or pay contract.

         Section 7.12.     Other Special Covenants.

         The Borrower and Guarantor will not allow any modifications  involving
the inclusion of Receivables of additional  subsidiaries to be made to Eligible
Receivables in the event additional  acquisitions  are made,  without the prior
written approval of Lender.


                        ARTICLE VIII - EVENTS OF DEFAULT

         Section 8.1.      Events.

         In the event:

                  (a)      Payment of Obligations to Lender.

                  The  Borrower  or  Guarantor  fails  to make  payment  of any
principal,  interest,  or other amount due on any indebtedness  owed the Lender
hereunder  within ten (10) days of the due date thereof  without further notice
or demand,  or fails to make any other  payment  to the Lender as  contemplated
hereunder either by the terms hereof or otherwise; or

                  (b)      Representation or Warranty.

                  Any  representation  or  warranty  made or deemed made by the
Borrower or Guarantor herein or in any writing  furnished in connection with or
pursuant  to the  loan  application  and  loan  commitment  for the  Loan or in
connection  with or  pursuant  to any  certificate  delivered  under  the  Loan
Documents shall be false in any material  adverse respect on the date when made
or when deemed made; or

                  (c)      Covenants.

                  The  Borrower or  Guarantor  defaults in the  performance  or
observance of or breaches any agreement,  covenant,  term, or condition binding
on it  contained in the Loan  Documents  for a period of thirty (30) days after
written  demand  (provided  no written  demand  shall be required for breach of
Borrower=s  obligations to notify Lender of events of defaults set forth herein
which require Borrower to notify Lender of same); or

                  (d) The Borrower's Liquidation; Dissolution; Bankruptcy; Etc.

                  Any  liquidation or dissolution of the Borrower or Guarantor,
suspension of the business of the Borrower,  or the filing or  commencement  by
the Borrower of a voluntary petition, case, proceeding, or other action seeking
reorganization,  arrangement,  readjustment  of its debts,  or any other relief
under any  existing  or future law of any  jurisdiction,  domestic  or foreign,
state or federal, relating to bankruptcy, insolvency,  reorganization or relief
of debtors,  or any other  action of the  Borrower  indicating  its consent to,
approval of, or acquiescence in, any such petition, case, proceeding,  or other
action  seeking to have an order for relief  entered  with respect to it or its
debts; the application by the Borrower for, or the  appointment,  by consent or
acquiescence of, a receiver,  trustee, custodian, or other similar official for
the Borrower or for all or a substantial  part of its  property;  the making by
the Borrower of an assignment for the benefit of creditors; or the inability of
the Borrower or the  admission  by the Borrower in writing of its  inability to
pay its debts as they mature; or

                  (e)      Order of Dissolution.

                  Any order is entered in any proceedings  against the Borrower
or  Guarantor  decreeing  the  dissolution  or  split-up  of  the  Borrower  or
Guarantor, and such order remains in effect for more than sixty (60) days; or

                  (f)      Reports and Certificates.

                  Any report,  certificate or financial  statement delivered to
the Lender by the Borrower is at any time false or  misleading  in any material
adverse respect; or

                  (g)      Judgments.

                  The  rendition  of a final  uninsured  judgment  against  the
Borrower for the payment of damages or money in excess of Five Hundred Thousand
Dollars ($500,000.00) if the same is not discharged,  bonded off or transferred
to other  security or if a writ of execution or similar  process is issued with
respect  thereto  and is not stayed  within the time  allowed by law for filing
notice of appeal of the final judgment; or

                  (h)      Liens Imposed by Law.

                  The  violation  of  any  law or any  act or  omission  by the
Borrower that results in the imposition of a lien by operation of law on any of
its property, if the lien is not discharged, bonded off or transferred to other
security  within  sixty (60) days after it has attached and if the lien relates
to a claim for the  payment  of  damages  or money in  excess  of Five  Hundred
Thousand Dollars ($500,000.00); or

                  (i)      Corporate Existence.

                  Any act or omission  (formal or  informal) of the Borrower or
Guarantor or its officers, directors,  shareholders, or partners leading to, or
resulting in, the  termination,  invalidation  (partial or total),  revocation,
suspension, interruption, or unenforceability of its existence, or the transfer
or disposition (whether by sale, lease, or otherwise) to any person of all or a
substantial part of its property; or

                  (j)      Cross-Default.

                  The  default  by  Borrower  or  Guarantor  in  any  terms  or
conditions  of any  obligation  of Borrower  or  Guarantor  owed to Lender;  in
addition,  the  default by the  Borrower  or  Guarantor  of any of the terms or
conditions of the Note or Loan  Documents  shall  constitute a default of those
other  obligations  of Borrower  or  Guarantor  owed to Lender,  and all credit
accommodations related thereto;

         THEN:

         In any of the above mentioned events,  any holder of the Note executed
pursuant hereto with notice to Borrower may, at such holder's  option,  declare
the said Note to be fully due and  payable  and the same  shall  thereupon  all
immediately  become due and payable in their aggregate  amounts and Lender,  in
addition to any other remedy  permitted by law, may, at its option,  proceed to
protect and enforce its rights by an action at law or in equity or by any other
appropriate  proceedings,  whether for the specific performance of any covenant
or  agreement  contained  in this  Agreement,  or in aid of the exercise of any
power granted in this Agreement,  or proceed to enforce the payment of the Note
or to enforce any other legal, or equitable rights of Lender, including but not
limited to, the rights of Lender  pursuant to the  Florida  Statutes  and other
applicable  law. The events of default and remedies  after default set forth in
this Section 8.1 are intended to be in addition to the  provisions  in the Note
under the captions "Events of Default" and "Remedies After Default".

         Section 8.2.      Rights and Remedies Cumulative.

         No right or remedy herein  conferred upon the Lender is intended to be
exclusive  of any other right or remedy  contained  herein,  in the Note,  Loan
Documents or in any  instrument  or document  delivered in  connection  with or
pursuant to this Agreement,  and every such right or remedy shall be cumulative
and shall be in addition to every other such right or remedy  contained  herein
and therein or now or  hereafter  existing at law or in equity or by statute or
otherwise.

         Section 8.3.      Rights and Remedies Not Waived.

         No  course of  dealing  between  the  Borrower  and the  Lender or any
failure or delay on the part of the Lender in exercising any rights or remedies
hereunder shall operate as a waiver of any rights or remedies of the Lender and
no single or partial exercise of any rights or remedies hereunder shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder.

         Section 8.4.      Waiver of Default.

         The  Lender at any time may waive any  default or any Event of Default
which  shall  have  occurred  and any of its  consequences,  in which  case the
parties  hereto  shall be restored  to their  former  positions  and rights and
obligations  hereunder,  respectively;  but no such waiver  shall extend to any
subsequent or other default or impair any right consequent thereon, and no such
waiver shall be effective unless it is in a written document executed by a duly
authorized officer and then only to the extent specifically recited therein.


                           ARTICLE IX - MISCELLANEOUS

         Section 9.1.      Course of Dealing; Amendments; Waiver.

         No course of dealing  between the parties hereto shall be effective to
amend,  modify,  or change any  provision  of this  Agreement or any other Loan
Document.  No  amendment or waiver of any  provision  of this  Agreement or any
other Loan  Document,  nor consent to any departure by the Borrower  therefrom,
shall in any event be effective  unless the same shall be in writing and signed
by Lender,  unless  otherwise  specifically  provided,  and each such waiver or
consent shall be effective  only in the specific  instance and for the specific
purpose for which given.

         Section 9.2.      Lien; Setoff By Lender.

         The Borrower  hereby  grants to the Lender a  continuing  lien for all
indebtedness  and other  liabilities of the Borrower to the Lender upon any and
all moneys,  securities,  and other  property of the  Borrower and the proceeds
thereof, now or hereafter held or received by or in transit to, the Lender from
or for the Borrower,  whether for safekeeping,  custody, pledge,  transmission,
collection  or  otherwise,  and also  upon  any and all  deposits  (general  or
special)  and  credits  of the  Borrower  with,  and any and all  claims of the
Borrower  against the Lender at any time  existing.  Upon the occurrence of any
Event of Default,  the Lender is hereby authorized at any time and from time to
time, without notice to the Borrower, to setoff, appropriate,  and apply any or
all  items   hereinabove   referred  to  against  all  indebtedness  and  other
liabilities  of the  Borrower to the Lender,  whether  under this  Agreement or
otherwise, and whether now existing or hereafter arising.

         Section 9.3.      Liability of Lender to Third Parties.

         The Lender  shall in no event be  responsible  or liable to any person
other than the Borrower and  Guarantor  for its  disbursement  of or failure to
disburse the funds or any part thereof,  and others shall not have any claim or
right  against the Lender under this  Agreement or the Lender's  administration
thereof.

         Section 9.4.      Waivers.

         Except as provided herein,  the Borrower waives  presentment,  demand,
protest, notice of default, nonpayment,  partial payments and all other notices
and  formalities  relating to this  Agreement  other than notices  specifically
required hereunder.  The Borrower consents to and waives notice of the granting
of  indulgences  or extensions  of time of payment,  the taking or releasing of
security, the addition or release of persons primarily or secondarily liable on
or with  respect to  liabilities  of the  Borrower to the  Lender,  all in such
manner and at such time or times as the Lender  may deem  advisable.  No act or
omission  of  the  Lender  shall  in  any  way  impair  or  affect  any  of the
indebtedness  or  liabilities  of the  Borrower  to the Lender or rights of the
Lender in any security.  No delay by the Lender to exercise any right, power or
remedy  hereunder or under any security  agreement,  and no indulgence given to
the  Borrower in case of any  default,  shall  impair any such right,  power or
remedy or be  construed  as having  created a course of dealing or  performance
contrary to the  specific  provisions  of this  Agreement or as a waiver of any
default by the Borrower or any acquiescence therein or as a violation of any of
the terms or provisions of this  Agreement.  The Lender shall have the right at
all times to enforce the provisions of this  Agreement and all other  documents
executed  in  connection  herewith  in  strict  accordance  with  their  terms,
notwithstanding  any  course  of  dealing  or  performance  by  the  Lender  in
refraining  from so doing at any time and  notwithstanding  any  custom  in the
banking trade.  No course of dealing  between the Borrower and the Lender shall
operate as a waiver of any of the Lender's rights.

         Section 9.5.      Assignment and Participation.

         This Loan may not be assigned by the Co-Borrowers without the Lender=s
prior written consent.  At any time, either before or after the closing of this
Loan,  the Lender may grant one or more  participations  of 49% or less in this
Loan to participants of its choice. Any such participant may exercise rights of
setoff  and  banker=s  lien  against  the  Co-Borrower   with  respect  to  its
participation  as if it had made a direct loan to the  Co-Borrower.  The Lender
may divulge to any such  participant any information the Lender may obtain with
respect to the Co-Borrower,  the Guarantor or any Collateral in connection with
this Loan.  Notwithstanding  the  foregoing,  Lender may sell any or all of the
Loan if said Loan is in default.

         Section 9.6.      Funds Not Assignable.

         The  proceeds of the loan shall not be assigned  by the  Borrower  nor
subject  to the  process  of any court  upon  legal  action by or  against  the
Borrower or by or against anyone  claiming under or through  Borrower,  and for
the purpose of this  Agreement,  the funds shall remain and be  considered  the
money and  property of the Lender  until the  Borrower is entitled to have them
disbursed as provided  herein.  Nothing herein contained shall be considered as
in anyway modifying, or subordinating the obligations previously given or to be
given by the  Borrower as security for the loan and such  obligations  shall be
and remain in full force and effect,  this  Agreement  being  intended  only as
additional  security  for the  loan  and to  insure  its  use for the  purposes
intended by the Lender and Borrower.
         Section 9.7.      Indemnity.

         The Borrower agrees to indemnify and hold the Lender harmless from and
against  all  damages,  claims,  actions,  causes  of  action,  losses,  costs,
expenses,  liability,  penalties and interest  (including  attorney=s  fees and
expenses) directly or indirectly  resulting from,  occurring in connection with
or arising out of (a) any inaccurate  representation  or warranty made by or on
behalf of Borrower to Lender in  connection  with this Loan;  (b) any breach by
the Borrower of any of its  obligations  under this Loan or the Loan Documents;
or (c) this Loan and the  transactions  contemplated by this Loan. This Section
9.7 shall survive the execution and delivery of the Loan Documents, the closing
of this Loan and the payment of this Loan in full.

         Section 9.8.      Termination by the Borrower.

         The Borrower may terminate this Agreement in its entirety by giving at
least ten (10) days prior  notice of its  intention  so to do and by payment in
full  of all  obligations  hereunder  outstanding  on the  date  specified  for
termination.

         Section 9.9.      Arbitration.

         Any  controversy,  claim,  dispute or disagreement  arising out of the
commitment or this Loan will be settled by arbitration  in accordance  with the
Commercial Arbitration Rules of the American Arbitration Association. Judgement
on any award  rendered  by the  arbitrator(s)  in any such  arbitration  may be
entered in any court having  jurisdiction  thereof.  The  Co-Borrowers  and the
Lender  specifically  acknowledge  and agree  that this  commitment  involves a
Atransaction  involving  commerce@  under  the  Federal  Arbitration  Act.  Any
arbitration shall take place in Orlando, Florida at the Lender=s election.

         Section 9.10.     Notices.

         Any written  notice,  demand or request that is required to be made in
any of the Loan  Documents  shall be  served in  person,  or by  registered  or
certified mail, return receipt requested, or by express mail or similar carrier
service,  addressed  to the party to be served at the  address set forth in the
first paragraph  hereof.  The addresses  stated herein may be changed as to the
applicable  party by  providing  the other  party with  notice of such  address
change in the manner  provided  in this  paragraph.  In the event that  written
notice,  demand or request is made as provided in this  paragraph,  then in the
event that such notice is returned  to the sender by the United  States  postal
system or the courier service  because of  insufficient  address or because the
party has moved or otherwise, other than for insufficient postage or payment to
the courier, such writing shall be deemed to have been received by the party to
whom it was addressed on the date that such writing was initially placed in the
United  States  postal  system or deposited  with the courier  service with the
postage or cost thereof prepaid in full by the sender.

         Section 9.11.     Controlling Agreement.

         In the event any provision of this Agreement is inconsistent  with any
provision  of any other  document,  whether  heretofore  executed,  required or
executed  pursuant to this  Agreement  or  otherwise,  the  provisions  of this
Agreement shall be controlling.

         Section 9.12.     Titles.

         Titles  to  the  sections  of  this   Agreement  are  solely  for  the
convenience of the parties hereto and are not an aid in the  interpretation  of
this Agreement or any part thereof.

         Section 9.13.     Venue and Jurisdiction.

         In any  litigation in connection  with or to enforce this Agreement or
any of the other Loan  Documents,  the  Borrower  irrevocably  consents  to and
confers personal  jurisdiction on the courts of the State of Florida located in
Orange County or the United States courts located within the Middle District of
the State of Florida,  expressly  waives any  objections  as to venue in any of
such courts,  and agrees that service of process may be made on the Borrower by
mailing a copy of the summons and complaint by  registered  or certified  mail,
return receipt requested, to the address set forth herein below the name of the
Borrower on the  signature  page  hereto (or  otherwise  expressly  provided in
writing).  Nothing  contained  herein shall,  however,  prevent the Lender from
bringing any action or exercising  any rights within any other court in Florida
or from  obtaining  personal  jurisdiction  by any  other  means  available  by
applicable law.

         Section 9.14.     Governing Law.

         The validity,  interpretation,  and enforcement of this Agreement,  of
the rights and  obligations of the parties  hereto,  and of the other documents
delivered  in  connection  herewith  shall be governed  by, and  construed  and
interpreted  in accordance  with,  the laws of the State of Florida,  excluding
those laws relating to the  resolution  of conflicts  between laws of different
jurisdictions.

         Section 9.15.     Legal or Governmental Limitations.

         Anything contained in this Agreement to the contrary  notwithstanding,
the Lender  shall not be  obligated  to extend  credit or make any loans to the
Borrower in an amount in violation of any limitations or prohibitions  provided
by any applicable statute or regulation.

         Section 9.16.     Counterparts.

         This  Agreement  and any  amendment  hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered  shall be an original,  and all of which  together shall
constitute one instrument.

         Section 9.17.     Addition of Subsidiaries.

         Additional Subsidiaries may join in this credit accommodation by:

                  a.       executing and  delivering to Lender with the consent
                           of Lender a Joinder  to  Advised  Revolving  Line of
                           Credit  Agreement and Joinder to Security  Agreement
                           in the form attached hereto as Exhibit AA@; and

                  b.       executing and  delivering  to Lender an Allonge in
                           the form  attached  hereto as ExhibitAB@ whereas the
                           Subsidiary becomes a Maker on the Note; and

                  c.       executing and delivering to Lender a UCC-1Financing  
                           Statement  perfecting the pledge of the Subsidiary=s 
                           Collateral as security for the Note; and

                  d.       executing and delivering  to Lender a tax indemnity 
                           agreement,  out-of-state  closing affidavit,  
                           corporate  borrowing  resolution,   certification   
                           certificate  and  other documents or affidavits as 
                           may be required by Lender; and

                  e.       delivering  to  Lender  an opinion of Subsidiary=s  
                           counsel in form and content satisfactory to Lender.

         No  modifications  involving  the  inclusion  of  Receivables  of  any
Additional  Subsidiaries will be made to Eligible Receivables without the prior
written consent of the Lender and without each Additional  Subsidiary executing
and delivering to Lender all documents listed above.

         Section 9.18.     Waiver of Trial By Jury.

         The Borrower, the Guarantor and the Lender knowingly,  voluntarily and
intentionally  waive  the  right  any of them  may  have to a trial  by jury in
respect  of any  litigation  based  hereon,  or  arising  out of,  under  or in
connection  with  the  Loan  Documents  and any  agreement  contemplated  to be
executed in conjunction therewith, or any course of conduct, course of dealing,
statements  (whether verbal or written) or actions of any party. This provision
is a material inducement for the Lender entering into the loan evidenced by the
Loan  Documents and this provision is in addition to and does not supercede the
parties agreement for arbitration contained herein.

         Section 9.19.     Confidentiality.

         Lender  acknowledges  that Guarantor is a Reporting  Company under the
Exchange Act of 1934, as amended,  and agrees to keep  confidential  and not to
use in any manner other than in connection with this  Agreement,  any nonpublic
information obtained by the Lender in connection herewith.

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

AMSOUTH BANK, a bank organized under
the laws of Alabama


By: /s/ Anthony Siffler
Anthony Stiffler,
Vice President

"Lender"


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


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




<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

 ........ "Borrower"


TRANSIT GROUP, INC., a Florida corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
President and Chief Executive Officer

"Guarantor"