<PAGE>

                                                                    EXHIBIT 10.0

                                    NATIONAL
                                     MASTER
                                     FREIGHT
                                    AGREEMENT

                                    COVERING
                                  OVER-THE-ROAD
                                       AND
                                  LOCAL CARTAGE
                              EMPLOYEES OF PRIVATE,
                              COMMON, CONTRACT AND
                             LOCAL CARTAGE CARRIERS

                                FOR THE PERIOD OF

                                  APRIL 1, 2003
                                     THROUGH
                                 MARCH 31, 2008

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
ARTICLE 1. PARTIES TO THE AGREEMENT.............................................      2
     Section 1. Employers Covered...............................................      2
     Section 2. Unions Covered..................................................      2
     Section 3. Transfer of Company Title or Interest...........................      2

ARTICLE 2. SCOPE OF AGREEMENT...................................................      4
     Section 1. Master Agreement................................................      4
     Section 2. Supplements to Master Agreement.................................      4
     Section 3. Non-covered Units...............................................      5
         Card Check.............................................................      5
         Additions to Operations: Over-The-Road and
              Local Cartage Supplemental Agreements.............................      6
     Section 4. Single Bargaining Unit..........................................      6
     Section 5. Riders..........................................................      7

ARTICLE 3. RECOGNITION, UNION SHOP AND CHECKOFF.................................      7
     Section 1. Recognition.....................................................      7
         Union Shop.............................................................      8
         Hiring.................................................................      9
         State Law..............................................................      9
         Agency Shop............................................................      9
         Savings Clause.........................................................     10
         Employer Recommendation................................................     11
         Future Law.............................................................     11
         No Violation of Law....................................................     11
     Section 2. Probationary and Casual Employees...............................     11
         (a) Probationary Employees.............................................     11
         (b) Casual Employees...................................................     12
         (c) Employment Agency Fees.............................................     16
     Section 3. Checkoff........................................................     16
     Section 4. Work Assignments................................................     19
     Section 5. ................................................................     19
     Section 6. Electronic Funds Transfer.......................................     19

ARTICLE 4. STEWARDS.............................................................     19

ARTICLE 5. .....................................................................     21
     Section 1. Seniority Rights................................................     21
     Section 2. Mergers of Companies-General....................................     21
         Combining of Terminals or Operations as a Result
              of Merger of Companies............................................     22
         Active Seniority List..................................................     22
         Layoff Seniority list..................................................     22
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                  <C>
         Temporary Authority....................................................     23
         Purchase of Rights.....................................................     23
         Exclusive Cartage Operations...........................................     24
         Committee Authority....................................................     25
     Section 3. Intent of Parties...............................................     25
     Section 4. Equipment Purchases.............................................     25
         Highest Rates Prevail..................................................     25
         Cutting Seniority Board................................................     26
         Posting Seniority List.................................................     26
     Section 5. Work Opportunity................................................     26

ARTICLE 6. .....................................................................     27
     Section 1. Maintenance of Standards........................................     27
         Local Standards........................................................     27
         Individual Employer Standards..........................................     28
         General................................................................     28
     Section 2. Extra Contract Agreements.......................................     29
     Section 3. Workweek Reduction..............................................     29
     Section 4. New Equipment...................................................     29

ARTICLE 7. LOCAL AND AREA GRIEVANCE MACHINERY...................................     30
     Section 1. ................................................................     30
     Section 2. Grievant's Bill of Rights.......................................     31
     Section 3. ................................................................     33
     Section 4. ................................................................     33
     Section 5. Timely Payment of Grievances....................................     33
     Section 6. ................................................................     33

ARTICLE 8. NATIONAL GRIEVANCE PROCEDURE.........................................     34
     Section 1. ................................................................     34
     Section 2. ................................................................     35
     Section 3. Work Stoppages..................................................     37
     Section 4. ................................................................     38
     Section 5. ................................................................     42
     Section 6. Change of Operations............................................     43
         Change of Operations Committee.........................................     43
         Change of Operations Committee Procedure...............................     45
         Moving Expenses........................................................     45
         Change of Operations Seniority.........................................     46
         Closing, Partial Closing of Terminals-Transfer of Work.................     46
         Closing of Terminals-Elimination of Work...............................     51
         Layoff.................................................................     51
         Opening of Terminals...................................................     51
         Definition of Terms....................................................     53
         Qualifications and Training............................................     53
         Intent of Parties......................................................     53
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                  <C>
     Section 7. ................................................................     54
     Section 8. Sleeper Cab Operations..........................................     54
         A. Work Rules..........................................................     54
         B. Team Classifications................................................     54
         C. Dispatch Method.....................................................     55
         D. Laypoint and Layover................................................     56
         E. Abuse of Free Time..................................................     57
         F. Mark-Off Procedure For Non-Scheduled
            Sleeper Cab Drivers.................................................     57
         H. Bedding and Linen...................................................     58
         I. Sleeper Cab Equipment...............................................     58
         J. Sleeper Cab Occupants...............................................     59
         K. Method of Dispatch At Foreign Domiciles.............................     59
         L. Foreign Power Courtesy Dispatch.....................................     60
         M. National Sleeper Cab Grievance Committee............................     60

ARTICLE 9. PROTECTION OF RIGHTS.................................................     60
     Section 1. Picket Lines: Sympathetic Action................................     60
     Section 2. Struck Goods....................................................     60
     Section 3. ................................................................     61
     Section 4. ................................................................     61

ARTICLE 10. LOSS OR DAMAGE......................................................     61
     Section 1.   ..............................................................     61
     Section 2.   ..............................................................     62

ARTICLE 11. BONDS AND INSURANCE.................................................     62
     Section 1. ................................................................     62
     Section 2. Corporate Owned Life Insurance..................................     63

ARTICLE 12. UNIFORMS............................................................     63

ARTICLE 13. PASSENGERS..........................................................     64

ARTICLE 14. COMPENSATION CLAIMS.................................................     64
     Section 1. Compensation Claims.............................................     64
     Section 2. Modified Work...................................................     66
     Section 3. Americans with Disabilities Act.................................     71

ARTICLE 15. MILITARY CLAUSE.....................................................     72

ARTICLE 16. EQUIPMENT, SAFETY AND HEALTH........................................     73
     Preamble   ................................................................     73
     Section 1. Safe Equipment..................................................     73
     Section 2. Dangerous Conditions............................................     74
     Section 3. Accident Reports................................................     74
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                  <C>
     Section 4.  Equipment Reports..............................................     74
     Section 5.  Qualifications on Equipment....................................     75
     Section 6.  Equipment Requirements.........................................     75
     Section 7.  National Safety, Health &Equipment Committee...................     81
     Section 8.  Hazardous Materials Program....................................     82
     Section 9.  Union Liability................................................     82
     Section 10. Government Required Safety & Health Reports....................     82
     Section 11. Facilities.....................................................     83

ARTICLE 17. PAY PERIOD..........................................................     83

ARTICLE 18. OTHER SERVICES......................................................     83

ARTICLE 19. POSTING.............................................................     84
     Section 1. Posting of Agreement............................................     84
     Section 2. Union Bulletin Boards...........................................     84

ARTICLE 20. UNION AND EMPLOYER COOPERATION......................................     84
     Section 1. Fair Day's Work for Fair Day's Pay..............................     84
     Section 2. Joint Industry Development Committee............................     85
     Section 3. Benefits Joint Committee........................................     86
     Section 4. New Business/Job Creation Opportunities.........................     86

ARTICLE 21. UNION ACTIVITIES....................................................     87

ARTICLE 22. OWNER-OPERATORS.....................................................     87

ARTICLE 23. SEPARATION OF EMPLOYMENT............................................     88

ARTICLE 24. INSPECTION PRIVILEGES AND EMPLOYER
     AND EMPLOYEE IDENTIFICATION................................................     88

ARTICLE 25. SEPARABILITY AND SAVINGS CLAUSE.....................................     89

ARTICLE 26. TIME SHEETS, TIME CLOCKS, VIDEO
     CAMERAS, AND COMPUTER TRACKING DEVICES.....................................     89
     Section 1. Time Sheets and Time Clocks.....................................     89
     Section 2. Use of Video Cameras for Discipline
         and Discharge..........................................................     90
     Section 3. Computer Tracking Devices.......................................     90

ARTICLE 27. EMERGENCY REOPENING.................................................     91

ARTICLE 28. SYMPATHETIC ACTION..................................................     91

ARTICLE 29. SUBSTITUTE SERVICE..................................................     92
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                 <C>
     Section 1. Piggyback Operations............................................     92
     Section 2. Maintenance of Records..........................................     93
     Section 3. Intermodal Service..............................................     94
         (b) Use of Intermodal Service..........................................     95
         (c) Job Protections for Current Road Drivers...........................     97
     Section 4. National Intermodal Committee...................................    100
     Section 5. ................................................................    101
     Section 6. ................................................................    101

ARTICLE 30. JURISDICTIONAL DISPUTES.............................................    102

ARTICLE 31. MULTI-EMPLOYER, MULTI-UNION UNIT....................................    102

ARTICLE 32. SUBCONTRACTING......................................................    103
     Section 1. Work Preservation...............................................    103
     Section 2. Diversion of Work - Parent or
         Subsidiary Companies...................................................    103
     Section 3. Subcontracting..................................................    103
     Section 4. Expansion of Operations.........................................    104
         (a) Adjoining Over-The-Road and Local Cartage..........................    104
         (b) New Pick-Up and Delivery Adjoining
             Current Operations.................................................    105
     Section 5. ................................................................    105
     Section 6. ................................................................    106

ARTICLE 33. WAGES, CASUAL RATES,
     PREMIUMS and COST-OF-LIVING (COLA).........................................    106
         1. General Wage Increases: All Regular Employees.......................    106
         2. Casual Rates:.......................................................    106
              (b) Dock Only Casuals.............................................    107
         3. Premium Service and Sleeper Team Premiums...........................    107
         4. Cost of Living Adjustment Clause....................................    107

ARTICLE 34. GARNISHMENTS........................................................    109

ARTICLE 35. ....................................................................    109
     Section 1. Employee's Bail.................................................    109
     Section 2. Suspension or Revocation of License.............................    109
     Section 3. Drug Testing....................................................    110
     PREAMBLE...................................................................    110
     NMFA UNIFORM TESTING PROCEDURE.............................................    111
         A. Probable Suspicion Testing..........................................    111
         B. DOT Random Testing..................................................    112
         C. Non-Suspicion-Based Post-Accident Testing...........................    113
         D. Chain of Custody Procedures.........................................    114
         E. Urine Collection Kits and Forms.....................................    116
         F. Laboratory Requirements.............................................    116
         G. Laboratory Testing Methodology......................................    118
         H. Leave of Absence Prior to Testing...................................    120
</TABLE>

                                        v

<PAGE>

<TABLE>
<S>                                                                                 <C>
         I. Disciplinary Action Based on Positive, Adulterated, or
            Substituted Test Results............................................    120
         J. Return to Employment After a
            Positive Urine Drug Test............................................    121
         K. Special Grievance Procedure.........................................    122
         L. Paid-for Time.......................................................    123
     Section 4. Alcohol Testing.................................................    124
         A. Employees Who Must be Tested........................................    124
         B. Alcohol Testing Procedure...........................................    125
         C. Notification........................................................    126
         D. Pre-Qualification Testing for Non-DOT Personnel.....................    126
         E. Random Testing......................................................    127
         F. Non-Suspicion-Based Post-Accident Testing...........................    127
         G. Substance Abuse Professional (SAP)..................................    128
         H. Probable Suspicion Testing..........................................    129
         I. Preparation for Testing.............................................    130
         J. Specimen Testing Procedures.........................................    131
         K. Leave of Absence Prior to Testing...................................    131
         L. Disciplinary Action Based on Positive Test Results..................    132
         M. Return to Duty After a Positive (Greater than .04 to
            the State Limit) Alcohol Test.......................................    134
         N. Paid-for-time -Testing..............................................    134
         O. Record Retention....................................................    135
         P. Special Grievance Procedure.........................................    136

ARTICLE 36. NEW ENTRY (NEW HIRE) RATES..........................................    136

ARTICLE 37. NON-DISCRIMINATION..................................................    137

ARTICLE 38. ....................................................................    137
     Section 1. Sick Leave......................................................    137
     Section 2. Jury Duty.......................................................    138
     Section 3. Family and Medical Leave Act....................................    138

ARTICLE 39. DURATION............................................................    139
     Section 1. ................................................................    139
     Section 2. ................................................................    140
     Section 3. ................................................................    140
     Section 4. ................................................................    140
     Section 5. ................................................................    140
     Section 6. ................................................................    140

MEMORANDUM OF UNDERSTANDING ON
ARTICLE 32. SUBCONTRACTING......................................................    143
</TABLE>

                                       vi

<PAGE>

                        NATIONAL MASTER FREIGHT AGREEMENT

                        COVERING OVER-THE-ROAD AND LOCAL

                          CARTAGE EMPLOYEES OF PRIVATE,

                           COMMON, CONTRACT AND LOCAL

                                CARTAGE CARRIERS

                                FOR THE PERIOD OF

                      APRIL 1, 2003 THROUGH MARCH 31, 2008

                                    COVERING:

OPERATIONS IN, BETWEEN AND OVER ALL OF THE STATES, TERRITORIES AND POSSESSIONS
OF THE UNITED STATES, AND OPERATIONS INTO AND OUT OF ALL CONTIGUOUS TERRITORY.

The ___________________________________ (Company or Association) hereinafter
referred to as the EMPLOYER and the TEAMSTERS NATIONAL FREIGHT INDUSTRY
NEGOTIATING COMMITTEE representing Local Unions affiliated with the
INTERNATIONAL BROTHERHOOD OF TEAMSTERS, and Local Union No.________ which Local
Union is an affiliate of the INTERNATIONAL BROTHERHOOD OF TEAMSTERS, agree to be
bound by the terms and conditions of this Agreement.

                                        1

<PAGE>

                                   ARTICLE 1.
                            PARTIES TO THE AGREEMENT

SECTION 1. EMPLOYERS COVERED

The Employer consists of Associations, members of Associations who have given
authorization to the Associations to represent them in the negotiation and/or
execution of this Agreement and Supplemental Agreements, and individual
Employers who become signator to this Agreement and Supplemental Agreements as
hereinafter set forth. The signator Associations enter into this Agreement and
Supplemental Agreements as hereinafter set forth. The signator Associations
represent that they are duly authorized to enter into this Agreement and
Supplemental Agreements on behalf of their members under and as limited by their
authorizations as submitted prior to negotiations.

SECTION 2. UNIONS COVERED

The Union consists of any Local Union which may become a party to this Agreement
and any Supplemental Agreement as hereinafter set forth. Such Local Unions are
hereinafter designated as "Local Union." In addition to such Local Unions, the
Teamsters National Freight Industry Negotiating Committee representing Local
Unions affiliated with the International Brotherhood of Teamsters, hereinafter
referred to as the "National Union Committee," is also a party to this Agreement
and the agreements supplemental hereto.

SECTION 3. TRANSFER OF COMPANY TITLE OR INTEREST

The Employer's obligations under this Agreement including Supplements shall be
binding upon its successors, administrators, executors and assigns. The Employer
agrees that the obligations of this Agreement shall be included in the agreement
of sale, transfer or assignment of the business. In the event an entire active
or inactive operation, or a portion thereof, or rights only, are sold, leased,
transferred or taken over by sale, transfer, lease, assignment, receivership or
bankruptcy proceedings, such operation or use of rights shall continue to be
subject to the terms and conditions of this Agreement for the life thereof.
Transactions covered by this

                                        2

<PAGE>

                                                            ARTICLE 1, SECTION 3

provision include stock sales or exchanges, mergers, consolidations, spin-offs
or any other method by which a business is transferred.

It is understood by this Section that the signator Employer shall not sell,
lease or transfer such run or runs or rights to a third party to evade this
Agreement. In the event the Employer fails to require the purchaser, transferee,
or lessee to assume the obligations of this Agreement, as set forth above, the
Employer (including partners thereof) shall be liable to the Local Union(s) and
to the employees covered for all damages sustained as a result of such failure
to require the assumption of the terms of this Agreement until its expiration
date, but shall not be liable after the purchaser, the transferee or lessee has
agreed to assume the obligations of this Agreement. The obligations set forth
above shall not apply in the event of the sale, lease or transfer of a portion
of the rights comprising less than all of the signator Employer's rights to a
non-signator company unless the purpose is to evade this Agreement. Corporate
reorganizations by a signatory Employer, occurring during the term of this
Agreement, shall not relieve the signatory Employer or the re-organized Employer
of the obligations of this Agreement during its term.

When a signator to this Agreement purchases rights from another signator, the
provisions of Article 5 shall apply. The applicable layoff provisions of this
Agreement shall apply.

The Employer shall give notice of the existence of this Agreement to any
purchaser, transferee, lessee, assignee, or other entity involved in the sale,
merger, consolidation, acquisition, transfer, spin-off, lease or other
transaction by which the operation covered by this Agreement or any part
thereof, including rights only, may be transferred. Such notice shall be in
writing, with a copy to the Local Union, at the time the seller, transferor or
lessor makes the purchase and sale negotiation known to the public or executes a
contract or transaction as herein described, whichever first occurs. The Local
Union shall also be advised of the exact nature of the transaction, not
including financial details.

The term rights shall include routes and runs.

                                        3

<PAGE>

ARTICLE 2, SECTION 1

                                   ARTICLE 2.
                               SCOPE OF AGREEMENT

SECTION 1. MASTER AGREEMENT

The execution of this National Master Freight Agreement on the part of the
Employer shall apply to all operations of the Employer which are covered by this
Agreement and shall have application to the work performed within the
classifications defined and set forth in the Agreements supplemental hereto.

SECTION 2. SUPPLEMENTS TO MASTER AGREEMENT

      (a) There are several segments of the trucking industry covered by this
Agreement and for this reason Supplemental Agreements are provided for each of
the specific types of work performed by the various classifications of employees
controlled by this Master Agreement.

All such Supplemental Agreements are subject to and controlled by the terms of
this Master Agreement and are sometimes referred to herein as "Supplemental
Agreements."

All such Supplemental Agreements are to be clearly limited to the specific
classifications of work as enumerated or described in each individual
Supplement.

In all cases involving the transfer of work and/or the merger of operations
subject to the provisions of Article 8, Section 6 or Article 5, Section 2, where
more than one Supplemental Agreement is involved and one or more of them
contains provisions contrary to those set forth in Article 8, Section 6 or
Article 5, Sections 2, the applicable terms and conditions of the NMFA shall
supersede those of the contrary Supplemental Agreements, including the
resolution of any seniority related grievances that may arise following approval
of the involved transfer of work and/or merger of operations.

      (b) The parties shall establish four (4) Regional Area Iron and Steel
and/or Truckload Supplements to the National Master Freight Agreement.

The Employer and the Local Union, parties to this Agreement, may enter into an
agreement whereby road drivers working under an Over-The-Road Supplemental
Agreement have the opportunity to

                                        4

<PAGE>

                                                            ARTICLE 2, SECTION 2

perform work covered by and subject to the above Regional Area Supplements,
under conditions agreed upon. Such Supplement shall be submitted to the
appropriate Regional Joint Area Committee.

      (c) The jurisdiction covered by the National Master Freight Agreement and
its various Supplements thereto includes, without limitation, stuffing,
stripping, loading and discharging of cargo or containers. This does not include
loading or discharging of cargo or containers to or from vessels except in those
instances where such work is presently being performed. Existing practices,
rules and understandings, between the Employer and the Union, with respect to
this work shall continue except to the extent modified by mutual agreement.

SECTION 3. NON-COVERED UNITS

This Agreement shall not be applicable to those operations of the Employer where
the employees are covered by a collective bargaining agreement with a Union not
signatory to this Agreement, or to those employees who have not designated a
signatory Union as their collective bargaining agent.

CARD CHECK

      (a) When a majority of the eligible employees performing work covered by
an Agreement designated by the National Negotiating Committee to be Supplemental
to the National Master Freight Agreement execute a card authorizing a signatory
Local Union to represent them as their collective bargaining agent at the
terminal location, then, such employees shall automatically be covered by this
Agreement and the applicable Supplemental Agreements. If an Employer refuses to
recognize the Union as above set forth and the matter is submitted to the
National Labor Relations Board or any mutually agreed upon process for
determination, and such determination results in certification or recognition of
the Union, all benefits of this Agreement and applicable Supplements shall be
retroactive to the date of demand for recognition. In such cases the parties may
by mutual agreement negotiate wages and conditions, subject to Regional Joint
Area Committee approval.

The parties agree that a constructive bargaining relationship is essential to
efficient operations and sound employee relations. The

                                        5

<PAGE>

ARTICLE 2, SECTION 3

parties recognize that organizational campaigns occur in bargaining
relationships and that both parties are free to accurately state their
respective positions concerning the organization of certain groups of employees.
However, the parties also recognize that campaigns must be waged on the facts
only. Accordingly, the parties will not engage in any personal attacks against
Union or Company representatives or attacks against the Union or Company as an
institution during the course of any such campaign.

ADDITIONS TO OPERATIONS: OVER-THE-ROAD AND LOCAL CARTAGE SUPPLEMENTAL AGREEMENTS

      (b) Notwithstanding the foregoing paragraph, the provisions of the
National Master Freight Agreement and the applicable Over-the-Road and Local
Cartage Supplemental Agreements shall be applied without evidence of union
representation of the employees involved, to all subsequent additions to, and
extensions of, current operations which adjoin and are controlled and utilized
as a part of such current operation, and newly established terminals and
consolidations of terminals which are controlled and utilized as a part of such
current operation.

If an Employer refuses to recognize the Union as above set forth and the matter
is submitted to the National Labor Relations Board or any mutually agreed-upon
process for determination, and such determination results in certification or
recognition of the Union, all benefits of this Agreement and applicable
Supplements shall be retroactive to the date of demand for recognition.

The provisions of Article 32 - Subcontracting, shall apply to this paragraph.
Extensions or additions to current operations, etc., which adjoin and are
controlled and utilized as part of such current operation shall be subject to
the jurisdiction of the appropriate Change of Operations Committee for the
purpose of determining whether the provisions of Article 8, Section 6 - Change
of Operations, apply and, if so, to what extent.

SECTION 4. SINGLE BARGAINING UNIT

The employees, Unions, Employers and Associations covered under this Master
Agreement and the various Supplements thereto shall constitute one (1)
bargaining unit and contract. It is understood

                                        6

<PAGE>

                                                            ARTICLE 2, SECTION 4

that the printing of this Master Agreement and the aforesaid Supplements in
separate Agreements is for convenience only and is not intended to create
separate bargaining units.

This National Master Freight Agreement applies to city and road operations, and
other classifications of employment authorized by the signatory Employers to be
represented by Employer Associations or Employers, where applicable,
participating in national collective bargaining. The common problems and
interest, with respect to basic terms and conditions of employment, have
resulted in the creation of the National Master Freight Agreement and the
respective Supplemental Agreements. Accordingly, the Associations and Employers,
parties to this Agreement, acknowledge that they constitute a single national
multi-employer collective bargaining unit, composed of the Associations named
hereinafter and those Employers authorizing such associations to represent them
for the purpose of collective bargaining, and solely to the extent of such
authorization, and such other individual employers which have, or may, become
parties to this Agreement.

SECTION 5. RIDERS

Upon the effective date of this Agreement, all existing or previously adopted
Riders which provide less than the wages, hours, and working conditions
specifically established by this Agreement and Supplemental Agreements shall
become null and void. Thereafter, the specific provisions of this Agreement and
applicable Supplemental Agreements shall apply without being subject to variance
by Riders. This Section shall not be applied or interpreted to eliminate
operational, dispatch, or working rules not specifically set forth in this
Agreement and Supplemental Agreements.

                                   ARTICLE 3.
                           RECOGNITION, UNION SHOP AND
                                    CHECKOFF

SECTION 1. RECOGNITION

      (a) The Employer recognizes and acknowledges that the Teamsters National
Freight Industry Negotiating Committee and

                                        7

<PAGE>

ARTICLE 3, SECTION 1

Local Unions affiliated with the International Brotherhood of Teamsters are the
exclusive representatives of all employees in the classifications of work
covered by this National Master Freight Agreement, and those Supplements thereto
approved by the Joint National Negotiating Committees for the purpose of
collective bargaining as provided by the National Labor Relations Act.

Subject to Article 2, Section 3 - Non-covered Units, this provision shall apply
to all present and subsequently acquired over-the-road and local cartage
operations and terminals of the Employer.

This provision shall not apply to wholly-owned and wholly independently operated
subsidiaries which are not under contract with local IBT unions. "Wholly
independently operated" means, among other things, that there shall be no
interchange of freight, equipment or personnel, or common use, in whole or in
part, of equipment, terminals, property, personnel or rights.

UNION SHOP

      (b) All present employees who are members of the Local Union on the
effective date of this subsection or on the date of execution of this Agreement,
whichever is the later, shall remain members of the Local Union as a condition
of employment. Union membership for purposes of this Agreement, is required only
to the extent that employees must pay either (i) the Union's initiation fees and
periodic dues or (ii) service fees which in the case of a regular service fee
payer shall be equal to the Union's initiation fees and periodic dues, and in
the case of an objecting service fee payer shall be the proportion of the
initiation fees and dues corresponding to the portion of the Union's total
expenditures that support representational activities. All present employees who
are not members of the Local Union and all employees who are hired hereafter
shall become and remain members of the Local Union as a condition of employment
on and after the thirty-first (31st) calendar day following the beginning of
their employment or on and after the thirty-first (31st) calendar day following
the effective date of this subsection or the date of this Agreement, whichever
is the later. An employee who has failed to acquire, or thereafter maintain,
membership in the Union as herein provided, shall be terminated seventy-two (72)
hours after his/her Employer has received written notice from an authorized
representative of the Local Union, certifying that membership

                                       8

<PAGE>

                                                            ARTICLE 3, SECTION 1

has been, and is continuing to be, offered to such employee on the same basis as
all other members and, further, that the employee has had notice and opportunity
to make all dues or initiation fee payments. This provision shall be made and
become effective as of such time as it may he made and become effective under
the provisions of the National Labor Relations Act, but not retroactively.

For purposes of this Article, "present employees" and "employees who are hired
hereafter" shall include "casual employees" as defined in Article 3, Section 2
of this Agreement. Such "casual employees" will be required to join the Union
prior to their employment on or after the thirty-first (31st) calendar day
following their first (1st) day of employment for any Employer signatory to this
Agreement.

HIRING

      (c) When the Employer needs additional employees, it shall give the Local
Union equal opportunity with all other sources to provide suitable applicants,
but the Employer shall not be required to hire those referred by the Local
Union. Violations of this subsection shall be subject to the Grievance
Committee.

Any employment examination for applicants must test skills or physical abilities
necessary for performance of the work in the job classification in which the
applicant will be employed. Violations of this subsection shall be subject to
the Grievance Committee.

STATE LAW

      (d) No provision of this Article shall apply in any state to the extent
that it may be prohibited by state law. If under applicable state law additional
requirements must be met before any such provisions may become effective, such
additional requirements shall be first met.

AGENCY SHOP

      (e) If any agency shop clause is permissible in any state where the
provisions of this Article relating to the Union Shop cannot apply, the
following Agency Clause shall prevail:

      (1) Membership in the Local Union is not compulsory. Employees have the
right to join, not join, maintain, or drop their

                                        9

<PAGE>

ARTICLE 3, SECTION 1

membership in the Local Union, as they see fit. Neither party shall exert any
pressure on, or discriminate against, an employee as regards such matters.

      (2) Membership in the Local Union is separate, apart and distinct from the
assumption by one of his/her equal obligation to the extent that he/she receives
equal benefits. The Local Union is required under this Agreement to represent
all of the employees in the bargaining unit fairly and equally without regard to
whether or not an employee is a member of the Local Union. The terms of this
Agreement have been made for all employees in the bargaining unit and not only
for members in the Local Union, and this Agreement has been executed by the
Employer after it has satisfied itself that the Local Union is the choice of a
majority of the employees in the bargaining unit. Accordingly, it is fair that
each employee in the bargaining unit pay his/her own way and assume his/her fair
share of the obligations along with the grant of equal benefits contained in
this Agreement.

      (3) In accordance with the policy set forth under subparagraphs (1) and
(2) of this Section, all employees shall, as a condition of continued
employment, pay to the Local Union, the employee's exclusive collective
bargaining representative, an amount of money equal to that paid by other
employees in the bargaining unit who are members of the Local Union, which shall
be limited to an amount of money equal to the Local Union's regular and usual
initiation fees, and its regular and usual dues. For present employees, such
payments shall commence thirty-one (31) days following the effective date or on
the date of execution of this Agreement, whichever is the later, and for new
employees, the payment shall start thirty-one (31) days following the date of
employment.

SAVINGS CLAUSE

      (f) If any provision of this Article is invalid under the law of any state
wherein this Agreement is executed, such provision shall be modified to comply
with the requirements of state law or shall be renegotiated for the purpose of
adequate replacement. If such negotiations shall not result in mutually
satisfactory agreement, either party shall be permitted all legal or economic
recourse.

                                       10

<PAGE>

                                                            ARTICLE 3, SECTION 1

EMPLOYER RECOMMENDATION

      (g) In those instances where subsection (b) hereof may not be validly
applied, the Employer agrees to recommend to all employees that they become
members of the Local Union and maintain such membership during the life of this
Agreement, to refer new employees to the Local Union representative, and to
recommend to delinquent members that they pay their dues since they are
receiving the benefits of this Agreement.

Business agents shall be permitted to attend new employee orientations in
right-to-work states. The sole purpose of the business agent's attendance is to
encourage employees to join the Union.

FUTURE LAW

      (h) To the extent such amendment may become permissible under applicable
federal and state law during the life of this Agreement as a result of
legislative, administrative or judicial determination, all of the provisions of
this Article shall be automatically amended to embody the greater Union security
provisions contained in the 1947-1949 Central States Area Over-The-Road Motor
Freight Agreement, or to apply or become effective in situations not now
permitted by law.

NO VIOLATION OF LAW

      (i) Nothing contained in this Section shall be construed so as to require
the Employer to violate any applicable law.

SECTION 2. PROBATIONARY AND CASUAL EMPLOYEES

      (a) PROBATIONARY EMPLOYEES

      (1) A probationary employee shall work under the provisions of this
Agreement, but shall be employed on a trial basis as provided for in each
Supplement.

      (2) During the probationary period, the employee may be terminated without
further recourse; provided, however, that the Employer may not terminate the
employee for the purpose of evading this Agreement or discriminating against
Union members. A probationary employee who is terminated by the Employer during

                                       11

<PAGE>

ARTICLE 3, SECTION 2

the probationary period and is then worked again at any time during the next
full twelve (12) months at any of that Employer's locations within the
jurisdiction of the Local Union covering the terminal where he/she first worked,
except in those jurisdictions where the Local Union maintains a hiring hall or
referral system, shall be added to the regular seniority list with a seniority
date as of the date that person is subsequently worked. The rules contained in
subsection (a) (2) are subject to provisions in the Supplements to the contrary.

      (3) Probationary employees shall be paid at the new hire rate of pay
during the probationary period; however, if the employee is terminated by the
Employer during such period, he/she shall be compensated at the full contract
rate of pay for all hours worked retroactive to the first (1st) day worked in
such period.

      (4) The Union and the Employer may agree to extend the probationary period
for no more than thirty (30) days, but the probationary employee must agree to
such extension in writing.

      (B) CASUAL EMPLOYEES

      (1) A casual employee is an individual who is not on the regular seniority
list and who is not serving a probationary period. A casual may be either a
replacement casual or a supplemental casual as hereinafter provided. Casuals
shall not have seniority status. Casuals shall not be discriminated against for
future employment.

      (2) a. Replacement casuals may be utilized by an Employer to replace
regular employees when such regular employees are off due to illness, vacation
or other absence, except when an absence of a regular employee continues beyond
three (3) consecutive months, a replacement casual shall not thereafter be used
to fill such absence, unless the Employer and the Local Union mutually agree to
the continued use of a replacement casual.

b. Where the Company is using casuals as vacation replacements for regular
employees, and the Area Supplemental Agreement does not provide a method to add
regular employees based on the use of casuals to replace vacation absence, the
vacation schedules shall be broken into yearly quarters beginning January 1st,
and subsequent vacation quarters shall begin on April 1st, July 1st, and October
1st thereafter.

                                       12

<PAGE>

                                                            ARTICLE 3, SECTION 2

Starting with the quarter beginning April, 1991, and continuing each quarter
thereafter, the Employer shall add one (1) additional employee to the regular
seniority list for each sixty-five (65) vacation replacement days worked by a
casual during each vacation quarter.

The application of this formula shall not result in pyramiding.

New employees shall be placed on the respective seniority lists on the first
(1st) day of the following quarter unless there are employees in layoff status,
in which case such new employees shall be placed on the respective seniority
list at the time the laid-off employees are recalled from layoff status.

Employees shall first be added to the regular seniority list from the
preferential list, if applicable. Thereafter, employees to be added to the
regular seniority list shall be determined by the respective Supplement and
shall be subject to the probationary provisions of that Supplement.

In the application of this formula, employees specifically designated under an
appropriate reporting procedure to replace absence other than vacations shall
not be included as vacation replacements. It is the intent of the parties, in
the application of this formula, to add regular employees to the seniority list
to replace employees on vacation where there is regular work opportunity for
such additional employees.

The implementation of this provision may raise issues particular to a respective
Supplemental Agreement. Failure to resolve the issues, such Supplemental
Negotiating Committee may agree to waive this provision, or submit the disputed
issues to the National Grievance Committee.

      (3) Supplemental casuals may be used to supplement the regular work force
as provided for in each respective Supplement. Once the number of new employees
to be added as required in the Supplement is determined, the Employer must
initiate the processing of the new probationary employees immediately, and
complete such processing as provided for in the Supplements.

(4) Unless waived in writing by any Joint Supplemental Negotiating Committee,
all Supplements shall provide for a preferential casual hiring list and shall
provide the qualifications for

                                       13

<PAGE>

ARTICLE 3, SECTION 2

placement on such list. Casuals on the preferential hiring list shall be offered
available extra work and future regular employment in seniority order by
classification as among themselves. A preferential casual employee's seniority
date shall be the date he/she becomes a regular employee; and such employee
shall not be subject to any probationary period.

Casual employees on the preferential hiring list shall have full access to the
grievance procedure.

The provisions of Article 3, Section 3, shall apply to casual employees on the
preferential hiring list who are paid on the regular payroll.

Local Unions employing an exclusive hiring hall under the terms of the
Supplemental Agreement may petition the respective Joint Area Supplemental
Negotiating Committee for approval to waive this subparagraph (4).

      (5) Casual road employees, where permitted by Supplemental Agreement, may
only be used within the jurisdiction of their respective Regional Area and shall
gain preferential status and/or regular seniority status as provided in the
respective Supplement, except on approved two-man operations when the extra
boards are exhausted.

      (6) Any casual employee who declines regular employment shall be
terminated without recourse and will not be used by the Employer for any further
work.

      (7) a. Casual Employment

The Employer agrees to give first opportunity for work as a casual employee to
those employees on layoff or whose employer has gone out of business if said
employees regularly performed work of the kind, nature or type performed by
carriers covered by the NMFA. This obligation shall apply only at terminals
located within the jurisdiction of the employee's Local Union. The Local Union
will furnish Employer with the names, addresses, and telephone numbers of those
laid off employees interested in casual work opportunity and the job each
employee is qualified to perform. Where applicable, casual employment may not be
offered to laid off employees under this provision ahead of preferential
casuals, nor shall this provision supersede an established order of call in a
supplemental agreement.

                                       14

<PAGE>

                                                            ARTICLE 3, SECTION 2

      b. Regular Employment

The Employer agrees to offer regular employment to those employees on letter of
layoff from an Employer member of the TMI multi-employer unit at other terminals
located within the jurisdiction of the employee's Local Union who have made
application for regular employment at the terminal offering regular employment.
Employment shall be offered in accordance with the following order, unless the
Supplemental Agreement or an agreed to practice provides a different order of
call, in which case such other order of call shall prevail:

      1. Preferential casuals, where applicable.

      2. Employees of the Employer, on a seniority basis.

      3. Employees of other TMI Employer members based on the date such
employees made application.

Employees hired into regular employment shall be paid in accordance with the
new hire rate set forth in Article 36, herein and shall establish seniority in
accordance with the applicable Supplemental Agreement. Employees who accrue
seniority under this provision who are on layoff from another Employer shall
retain seniority rights at the terminal they are laid off from until such time
as they are recalled to that terminal. Employees who accrue seniority under this
provision who are on layoff from another terminal of the same Employer shall
retain their seniority at the terminal they are laid off from until such time as
recalled to that terminal. At that time, the employee must either accept recall
and forfeit seniority at the new terminal or refuse recall and forfeit seniority
at the terminal he/she is being recalled to.

In order to be eligible for either casual or regular employment opportunity
under this provision, the laid off employee must meet the minimum hiring
standards established by the Employer and be otherwise qualified to perform the
work available and must be able to report for work in compliance with the
Employer's established call-time procedures. The Employer's hiring standards and
examinations shall be applied uniformly to all applicants for employment. The
Employer shall provide the hiring standards and examinations upon written
request of the Local Union. Employees who are offered work opportunity under
this provision must be able to furnish proof of their qualification to perform
the work available.

                                       15

<PAGE>

ARTICLE 3, SECTION 2

Any employment examination for applicants must test skills or physical abilities
necessary for performance of the work in the job classification in which the
applicant will be employed. Violation of this subsection shall be subject to the
grievance procedure.

      (8) Fringe benefits will be paid on casuals in accordance with the terms
of the Supplemental Agreement. Minimum daily guarantees will be governed by the
respective Supplemental Agreement.

      (9) A monthly list of all casual and/or probationary employees used during
that month shall be submitted to the Local Unions by the tenth (10th) day of the
following month. Such list shall show:

      a. the employee's name, address, and social security number;

      b. the date worked;

      c. the classification of work performed each date, and the hours worked;
and,

      d. the name, if applicable, of the employee replaced.

This list shall be compiled on a daily basis and shall be available for
inspection by a Union representative and/or job shop steward.

      (C) EMPLOYMENT AGENCY FEES

If employees are hired through an employment agency, the Employer is to pay the
employment agency fee. However, if the Local Union was given equal opportunity
to furnish employees under Article 3, Section (1) (c), and if the employee is
retained through the probationary period, the fee need not be paid until the
thirty-first (31st) day of employment.

SECTION 3. CHECKOFF

The Employer agrees to deduct from the pay of all employees covered by this
Agreement the dues, initiation fees and/or uniform assessments of the Local
Union having jurisdiction over such employees and agrees to remit to said Local
Union all such deductions. Where laws require written authorization by the
employee, the same is to be furnished in the form required. The Local Union
shall certify to the Employer in writing each month a list of its members
working for the Employer who have furnished to the Employer the required
authorization, together with an itemized statement of

                                       16

<PAGE>

                                                            ARTICLE 3, SECTION 3

dues, initiation fees (full or installment), or uniform assessments owed and to
be deducted for such month from the pay of such member. The Employer shall
deduct such amount within two (2) weeks following receipt of the statement of
certification of the member and remit to the Local Union in one (1) lump sum
within three (3) weeks following receipt of the statement of certification. The
Employer shall add to the list submitted by the Local Union the names and Social
Security numbers of all regular new employees hired since the last list was
submitted and delete the names of employees who are no longer employed. Checkoff
shall be on a monthly or quarterly basis at the option of the Union. The Local
Union and Employer may agree to an alternative option to deduct Union dues
bi-monthly.

When an Employer actually makes a deduction for dues, initiation fees and
assessments, in accordance with the statement of certification received from an
appropriate Local Union, the Employer shall remit same no later than three (3)
weeks following receipt of the statement of certification and in the event the
Employer fails to do so, the Employer shall be assessed ten percent (10%)
liquidated damages. All monies required to be checked off shall become the
property of the entities for which it was intended at the time that such
checkoff is required to be made. All monies required to be checked off and paid
over to other entities under this Agreement shall become the property of those
entities for which it was intended at the time that such payment or checkoff is
required to be made.

Where an employee who is on checkoff is not on the payroll during the week in
which the deduction is to be made, or has no earnings or insufficient earnings
during that week, or is on leave of absence, the employee must make arrangements
with the Local Union and/or the Employer to pay such dues in advance.

The Employer agrees to deduct from the paycheck of all employees covered by this
Agreement voluntary contributions to DRIVE. DRIVE shall notify the Employer of
the amounts designated by each contributing employee that are to be deducted
from his/her paycheck on a weekly basis for all weeks worked. The phrase "weeks
worked" excludes any week other than a week in which the employee earned a wage.
The Employer shall transmit to DRIVE National Headquarters on a monthly basis,
in one (1) check, the total amount deducted along with the name of each employee
on whose

                                       17

<PAGE>

ARTICLE 3, SECTION 3

behalf a deduction is made, the employee's social security number and the amount
deducted from that employee's paycheck. The International Brotherhood of
Teamsters shall reimburse the Employer annually for the Employer's actual cost
for the expenses incurred in administering the weekly payroll deduction plan.

The Employer will recognize authorization for deductions from wages, if in
compliance with state law, to be transmitted to Local Union or to such other
organizations as the Union may request if mutually agreed to. No such
authorization shall be recognized if in violation of state or federal law. No
deduction shall be made which is prohibited by applicable law.

In the event that an Employer has been determined to be in violation of this
Article by the decision of an appropriate grievance committee, and if such
Employer subsequently is in violation thereof after receipt of seventy-two (72)
hours' written notice of specific delinquencies, the Local Union may strike to
enforce this Article. However, such strike shall be terminated upon the delivery
thereof. Errors or inadvertent omissions relating to individual employees shall
not constitute a violation.

Upon written request of an employee, the Employer shall make payroll deductions
for the purchasing of U. S. Savings Bonds.

The Employer hereby agrees to participate in the Teamsters National 401(k)
Savings Plan (the "Plan") on behalf of all employees represented for purposes
of collective bargaining under this agreement. The Employer is not required to
participate in the Teamsters National 401(k) if Teamsters employees were
eligible to participate in an Employer sponsored 401(k) as of January 1, 1998.

The Employer will make or cause to be made payroll deductions from participating
employee's wages, in accordance with each employee's salary deferral election
subject to compliance with ERISA and the relevant tax code provisions. The
Employer will forward withheld sum to State Street Bank or its successor at such
time, in such form and manner as required pursuant to the Plan and Declaration
of Trust (the "Trust").

The Employer will execute a Participation Agreement with TNFINC and the Trustees
of the Plan evidencing Employer participation in the Plan effective prior to any
employee deferral being received by the Plan.

                                       18

<PAGE>

                                                            ARTICLE 3, SECTION 4

SECTION 4. WORK ASSIGNMENTS

The Employers agree to respect the jurisdictional rules of the Union and shall
not direct or require their employees or persons other than the employees in the
bargaining units here involved, to perform work which is recognized as the work
of the employees in said units. This is not to interfere with bona fide
contracts with bona fide unions.

SECTION 5.

The term "Local Union" as used herein refers to the IBT Local Union which
represents the employees of the particular Employer for the purpose of
collective bargaining at the particular place or places of business to which
this Agreement and the Supplements thereto are applicable, unless by agreement
of the Local Union involved, or a Change of Operations Committee, or a
jurisdictional award under Article 30 herein, jurisdiction over such employees,
or any number of them, has been transferred to some other Local Union, in which
case the term Local Union as used herein shall refer to such other Local Unions.
Nothing herein contained shall be construed to alter the multi-employer,
multi-union unit or single contract status of this Agreement.

SECTION 6. ELECTRONIC FUNDS TRANSFER

If the Employer institutes an electronic funds transfer (EFT) system, employees
may participate.

                                   ARTICLE 4.

                                    STEWARDS

The Employer shall give one (1) job steward, during his regular working hours or
if outside his regular working hours his/her designated alternate, an
opportunity to participate in the Employer's orientation of new employees, or
the right to meet with new employees during their workday to inform them of the
benefits of Union representation without loss of time or pay.

The Employer shall have the sole right to schedule the time and place for such
participation so as not to interfere with the Employer's operation.

                                       19

<PAGE>

ARTICLE 4

The Employer recognizes the right of the Local Union to designate job stewards
and alternates from the Employer's seniority list. The authority of job stewards
and alternates so designated by the Local Union shall be limited to, and shall
not exceed, the following duties and activities:

      (a) The investigation and presentation of grievances with his/her Employer
or the designated company representative in accordance with the provisions of
the collective bargaining agreement;

      (b) The collection of dues when authorized by appropriate Local Union
action;

      (c) The transmission of such messages and information, which shall
originate with and are authorized by the Local Union or its officers, provided
such message and information;

      (1) have been reduced to writing; or,

      (2) if not reduced to writing, are of a routine nature and do not involve
work stoppages, slowdowns, refusal to handle goods, or any other interference
with the Employer's business.

Unless waived in writing, there shall be a steward or available bargaining unit
member of the employee's choice present whenever the Employer meets with the
employee about grievances or discipline or to conduct investigatory interviews.
If a steward is unavailable, the employee may designate a bargaining unit member
who is available at the terminal at the time of the meeting to represent
him/her. Meetings or interviews shall not begin until the steward or designated
bargaining unit member is present. An employee who does not want a Union steward
or available bargaining unit member present at any meeting or interview where
the employee has a right to Union representation must waive Union representation
in writing. If the Union requests a copy of the waiver, the Employer shall
promptly furnish it.

Job stewards and alternates have no authority to take strike action, or any
other action interrupting the Employer's business, except as authorized by
official action of the Local Union. The Employer recognizes these limitations
upon the authority of job stewards and their alternates, and shall not hold the
Local Union liable for any unauthorized acts. The Employer in so recognizing
such limitations

                                       20

<PAGE>

                                                                       ARTICLE 4

shall have the authority to impose proper discipline, including discharge, in
the event the job steward or his/her designated alternate has taken unauthorized
strike action, slowdown or work stoppage in violation of this Agreement.

The job steward, or his/her designated alternate, shall be permitted reasonable
time to investigate, present and process grievances on the company property
without loss of time or pay during his/her regular working hours without
interruption of the Employer's operation by calling group meetings; and where
mutually agreed to by the Local Union and the Employer, off the property or
other than during his/her regular schedule without loss of time or pay. Such
time spent in handling grievances during the job steward's or his/her designated
alternate's regular working hours shall be considered working hours in computing
daily and/or weekly overtime if within the regular schedule of the "job
steward."

The job steward, or his/her designated alternate, shall be permitted reasonable
time off without pay to attend Union meetings called by the Local Union. The
Employer shall be given twenty-four (24) hours' prior notice by the Local Union.

                                   ARTICLE 5.

SECTION 1. SENIORITY RIGHTS

      (a) The application of seniority which has been accrued herein shall be
established in the Supplemental Agreements.

      (b) Seniority shall be broken only by discharge, voluntary quit,
retirement, or more than a five (5) - year layoff.

      (c) This Section shall apply to all Supplemental Agreements.

SECTION 2. MERGERS OF COMPANIES-GENERAL

      (a) In the event the Employer is a party to a merger of lines, seniority
of the employees who are affected thereby shall be determined by mutual
agreement between the Employer and the Local Unions involved.

In the application of this Section, it is immaterial whether the transaction is
called a merger, purchase, acquisition, sale, etc.

                                       21

<PAGE>

ARTICLE 5, SECTION 2

Further, it is also immaterial whether the transaction involves merely the
purchase of stock of one (1) corporation by another, with two (2) separate
corporations continuing in existence.

      (b) If such merger of companies results in the combination of terminals or
over-the-road operations, a change of operations shall be submitted to the
Co-Chairmen of the National Grievance Committee for assignment to an appropriate
Change of Operations Committee established pursuant to Article 8, Section 6. The
Change of Operations Committee shall retain jurisdiction for one (1) year after
the effective date of the Committee decision and shall have the authority to
amend its decision in the event of a substantial change in the amount of work to
be performed at the terminals or over-the-road operations which were combined.

COMBINING OF TERMINALS OR OPERATIONS AS A RESULT OF MERGER OF COMPANIES

      (c) In the application of this Section, when terminals or operations of
two (2) or more companies are combined, as referred to above, the following
general rules shall be applied by the Employer and the Local Unions, which
general rules are subject to modification pursuant to the provisions of Section
4 of this Article:

ACTIVE SENIORITY LIST

      (1) The active employee seniority rosters (excluding those employees on
letter of layoff) shall be "dovetailed" by appropriate classification (i.e.,
road or city) in the order of each employee's full continuous classification
(road or city) seniority date that the employee is currently exercising. (The
term "continuous classification seniority" as used herein is defined as that
seniority which the employee is currently exercising and has not been broken in
the manner provided in Section 1 of this Article or by voluntary changes in
domicile not directed, approved or ordered by a Change of Operations Committee.)
The active "dovetailed" seniority roster shall be utilized first and until
exhausted to provide employment at such combined terminal or operational
location.

LAYOFF SENIORITY LIST

      (2) In addition, the inactive seniority rosters (employees who

                                       22

<PAGE>

                                                            ARTICLE 5, SECTION 2

are on letter of layoff) shall be similarly "dovetailed" by appropriate
classification. If additional employees are required after the active list is
exhausted, they shall be recalled from such inactive seniority roster and after
recall such employees shall be "dovetailed" into the active seniority roster
with their continuous classification (road or city) seniority dates they are
currently exercising which shall then be exercised for all purposes. Seniority
rosters previously combining job classifications shall be continued unless
otherwise agreed.

TEMPORARY AUTHORITY

      (d) Where only temporary authority is granted in connection with any of
the transactions described above, then separate seniority lists shall continue
only when terminals or operations are not merged, unless otherwise agreed. The
Employer which is to survive will assume the obligations of both collective
bargaining agreements during the period of the temporary authority.

In the event of temporary merger of operations which are contingent upon
approval by regulatory agencies or on other stated conditions, the seniority of
the involved employees shall continue to accrue with their original Employer
during the period of temporary merger, so that if there is no final consummation
of the merger, the seniority of such employees shall be continued with their
respective employers. However, if, on the failure of final consummation and
dissolution of the merger, one of the parties to the proposed merger
discontinues the operations which were subject to such merger, the employees of
such Employer shall be granted seniority rights for all purposes with the other
Employer only for the period of time they were employed in such temporary merged
operations.

PURCHASE OF RIGHTS

      (e) If a merger, purchase, acquisition, sale, etc., constitutes merely the
acquisition of permits or rights, without the purchase or acquisition of
equipment or terminals, and/or without the consolidation of terminals or
operations, or in the event of the purchase of rights during bankruptcy
proceedings, the following shall apply:

Where the purchasing company has a terminal operation at the domicile of the
employees of the seller, the employees of the selling company shall be placed on
a master seniority list, and the purchasing company or companies shall hire,
after recall of the purchasing

                                       23

<PAGE>

ARTICLE 5, SECTION 2

company's employees from layoff, such employees as needed for regular employment
within the first twelve (12) calendar months after purchase or acquisition of
permits and/or rights, and they shall be dovetailed with full seniority. If an
employee refuses a bona fide offer of regular work opportunity with any of the
purchasing companies, his/her name shall be removed from the list. No employee
hired under this provision shall be required to serve a probationary period.
After the expiration of the aforementioned twelve (12) calendar month period,
the purchaser shall have no further obligation to the employees of the seller.

However, if the purchasing or acquiring company does not have and/or continue a
terminal or operation at the domicile of the employees of the seller, resulting
in their layoff, such Employer shall place the laid-off employees on a master
seniority list and such Employer shall, if and when additional regular employees
are required, within a twelve (12) - calendar month period after purchase or
acquisition, and providing its employees on layoff have been recalled, offer
employment to such laid-off employees at the terminal locations or operations to
which the work has been transferred. Any such laid-off employees accepting
transfer shall be dovetailed in accordance with their terminal seniority for
work purposes, including layoff, and holding company seniority for all fringes.
If an employee refuses a bona fide offer of regular work opportunity with any of
the purchasing companies, his/her name shall be removed from the list. No
employee hired under this provision shall be required to serve a probationary
period. After the expiration date of the aforementioned twelve (12) - calendar
month period, the purchaser shall have no further obligation to the employees of
the seller. The transferring employee shall be responsible for lodging and
moving expenses.

EXCLUSIVE CARTAGE OPERATIONS

      (f) If in connection with the transactions described in these rules the
successor Employer determines to discontinue the use of a local cartage company,
the employees of that local cartage company who have worked exclusively on the
pickup and delivery service which is retained by the successor Employer shall be
given the opportunity to continue to perform such service as an employee of such
successor Employer, and shall have their seniority "dovetailed" as described in
the above rules.

                                       24

<PAGE>

                                                            ARTICLE 5, SECTION 2

COMMITTEE AUTHORITY

      (g) Area and/or State Committees created pursuant to Local Supplements
which have previously established rules of seniority, not contrary to the
provisions of such Supplements, and approved by the Joint Area Committee, may
continue to apply such rules if such rules are reduced to writing.

SECTION 3. INTENT OF PARTIES

      (a) The parties acknowledge that the above rules are intended solely as
general standards and further that many factual situations will be presented
which necessitate different application, modification or amendment.
Accordingly, the parties acknowledge that questions of the application of
seniority rights may arise which require different treatment and it is
anticipated and understood that the Employers and Unions jointly involved and/or
the respective grievance committees may mutually agree to such disposition of
questions of seniority which in their judgment is appropriate under the
circumstances.

      (b) In all instances, the disposition of questions involving the
application of seniority rights made by the parties pursuant to this Section may
be presented to the appropriate grievance committees provided herein whose
decisions shall be final and binding.

SECTION 4. EQUIPMENT PURCHASES

      (a) The Employer shall not require as a condition of continued employment,
that an employee purchase truck, tractor and/or tractor and trailer or other
vehicular equipment, or that any employees purchase or assume any proprietary
interest or other obligation in the business, except as referred to in Article
6, Section 2. The requirements of this provision shall be maintained during the
renegotiation of this Agreement unless either party has terminated the Agreement
in the manner provided.

HIGHEST RATES PREVAIL

      (b) If the minimum wage, hours and working conditions in the Company
absorbed differ from those minimums set forth in this Agreement and Supplements
thereto, the higher of the two shall remain in effect for the employees so
absorbed.

                                       25

<PAGE>

ARTICLE 5, SECTION 4
CUTTING SENIORITY BOARD

      (c) The Union reserves the right to cut the road seniority board when the
average weekly earnings fall to eight hundred twenty-five dollars ($825.00) or
less. This is not to be construed as imposing a limitation on earnings. After
the Union notifies the Employer to cut the board and in the event that Employer
refuses, the Union shall immediately submit the matter to the grievance
procedure. In determining whether average weekly earnings will fall to eight
hundred twenty-five dollars ($825.00) or less, only the earnings of the lower
twenty-five percent (25%) of the drivers on the seniority board, counting from
the bottom up, shall be considered. The average shall be calculated for the
thirty (30) day period preceding the Union's original request. After such
calculation is made, the average earnings of the drivers for the top
seventy-five percent (75%) of the seniority board must also average more than
eight hundred twenty-five dollars ($825.00) per week, or layoff shall be made in
accordance with seniority. The above provisions shall also apply to extra board
for sleeper drivers exclusively.

POSTING SENIORITY LIST

      (d) The Employer shall give the Local Union a seniority list at least
every six (6) months. The Employer shall also post a seniority list at least
once every six (6) months and shall maintain a current seniority roster at the
terminal. Protest of any employee's seniority date or position on such list must
be made in writing to the Employer within thirty (30) days after such seniority
date or position first appears, and if no protests are timely made, the dates
and positions posted shall be deemed correct. Any such protest which is timely
made may be submitted to the grievance procedure.

SECTION 5. WORK OPPORTUNITY

Over-the-road employees, who are on letter of layoff, shall be given an
opportunity to transfer to permanent over-the-road employment (prior to the
employment of new hires) occurring at other over-the-road domiciles of the
Employer located within the Regional area provided they notify the Employer in
writing of their interest in a transfer opportunity. The offer of transfer will
be made in the order of continuous over-the-road seniority of the laid-off
drivers domiciled within the Regional area. The Employer shall be required to

                                       26

<PAGE>

                                                            ARTICLE 5, SECTION 5

make additional offers of transfer to an employee who has previously rejected a
transfer opportunity provided the employee again notifies the Employer in
writing of his/her continued interest in additional transfer opportunities.
However, the Employer will only be required to make one transfer offer in any
six (6) calendar month period. Any employee accepting such offer shall be paid
at the employee's applicable rate of pay and shall be placed at the bottom of
the seniority board for bidding and layoff purposes, but shall retain company
seniority for fringe benefits only. A transferring employee shall pay his/her
own moving expenses and shall, upon reporting to such new domicile, be deemed to
have relinquished his/her right to return with seniority to the domicile from
which he/she transferred. The provisions of this Section shall not supersede an
established order of call/hiring in the Supplemental Agreement.

                                   ARTICLE 6.

SECTION 1. MAINTENANCE OF STANDARDS

The Employer agrees, subject to the following provisions, that all conditions of
employment in his/her individual operation relating to wages, hours of work,
overtime differentials and general working conditions shall be maintained at not
less than the highest standards in effect at the time of the signing of this
Agreement, and the conditions of employment shall be improved whenever specific
provisions for improvement are made elsewhere in this Agreement.

LOCAL STANDARDS

      (a) The Local Unions and the Employer shall, within one hundred eighty
(180) days following ratification of this Agreement, identify and reduce to
writing, and submit to the appropriate Regional Joint Area Committee, those
local standards and conditions practiced under this Article. Such standards and
conditions when submitted in accordance with this Section shall be currently
dated. Those local standards and conditions previously practiced hereunder which
are not so submitted shall be deemed to have expired.

The appropriate Regional Joint Area Committee shall, not later

                                       27

<PAGE>

ARTICLE 6, SECTION 1

than ninety (90) days following ratification, adopt a procedure to consider the
disposition of the local standards and conditions submitted including the right
to appoint a subcommittee to make recommendations. The Regional Joint Area
Committee shall provide to the parties the opportunity to present their views.
The Regional Joint Area Committee shall have the sole discretion to determine
the disposition of the submitted local standards and conditions which
determination shall be final and binding.

INDIVIDUAL EMPLOYER STANDARDS

      (b) Individual Employers may during the life of this Agreement file with
the appropriate Regional Joint Area Committee and request review of those
individual standards and conditions claimed or practiced under this Article
which exceed the provisions of this Agreement and Supplemental Agreements.

The Regional Joint Area Committee shall develop a procedure to review the filing
including the right to appoint a subcommittee to make recommendations. The
Committee shall make every effort to adjust the matter. If the Committee reaches
agreement concerning the disposition of the individual standards or conditions,
the decision of the Committee shall be final and binding. In the event of
deadlock, the submitted standards and/or conditions shall continue as practiced.

GENERAL

      (c) It is agreed that the provisions of this Article shall not apply to
inadvertent or bona fide errors made by the Employer or the Union in applying
the terms and conditions of this Agreement. Such bona fide errors may be
corrected at any time.

No other Employer shall be bound by the voluntary acts of another Employer when
he/she may exceed the terms of this Agreement.

Any disagreement between the Local Union and the Employer with respect to this
matter shall be subject to the grievance procedure.

This provision does not give the Employer the right to impose or continue wages,
hours and working conditions less than those contained in this Agreement.

                                       28

<PAGE>

                                                            ARTICLE 6, SECTION 2

SECTION 2. EXTRA CONTRACT AGREEMENTS

      (a) The Employer agrees not to enter into any agreement or contract with
its employees, individually or collectively, which in any way conflicts with the
terms and provisions of this Agreement. Any such agreement shall be null and
void.

      (b) Every profit-sharing plan, condition, or incentive plan of any type,
whether or not it alters or amends the economic conditions contained in this
Agreement, must be negotiated and agreed to by TNFINC prior to implementation.
Nothing in this Section shall be construed to apply to existing safety programs
or other prizes or bonus items the receipt of which do not alter the economic
terms of this Agreement.

SECTION 3. WORKWEEK REDUCTION

If either the Fair Labor Standards Act or the Hours of Service Regulations are
subsequently amended so as to result in substantial penalties to either the
employees or the Employer, a written notice shall be sent by either party
requesting negotiations to amend those provisions which are affected.

Thereafter, the parties shall enter into immediate negotiations for the purpose
of arriving at a mutually satisfactory solution. In the event the parties cannot
agree on a solution within sixty (60) days, or mutually agreed extensions
thereof, after receipt of the stated written notice, either party shall be
allowed economic recourse.

SECTION 4. NEW EQUIPMENT

Where new types of equipment and/or operations for which rates of pay are not
established by this Agreement are put into use after April 1, 2003, within
operations covered by this Agreement, rates governing such operations shall be
subject to negotiations between the parties.

In the event agreement cannot be reached within sixty (60) days after date such
equipment is put into use, the matter may be submitted to the National Grievance
Committee for final disposition. Rates agreed upon or awarded shall be effective
as of the date equipment is put into use.

                                       29

<PAGE>

ARTICLE 6, SECTION 4

The above provisions shall also apply in the event the law (state or federal) is
changed to permit longer combination vehicles or aggregate weight increases of
8,000 pounds or more in the weight limits that are currently provided in the
Surface Transportation Assistance Act of 1982.

Employees expected to use computers will be trained to use them and will be paid
for all training time. Employees expected to use computers will be given
sufficient time to learn to use them.

                                   ARTICLE 7.
                       LOCAL AND AREA GRIEVANCE MACHINERY

SECTION 1.

      (a) Provisions relating to local, state and area grievance machinery are
set forth in the applicable Supplements to this Agreement.

Each Supplemental Agreement shall provide for a Regional Joint Area Review
Committee. The Committee shall review and consider any case deadlocked by the
Regional Joint Area Committee. The Regional Joint Area Review Committee shall
consist of the Freight Coordinator from the applicable Region or a designee of
the TNFINC Chairman and a designee of the Executive Director of TMI. The
Committee shall have the authority to resolve any such deadlocked case either by
review of the evidence presented to the Regional Joint Area Committee or by
rehearing the case. The decisions of the Committee shall be final and binding.
In the event the Committee is unable to resolve the deadlock, the case shall be
referred to the National Grievance Committee.

Unless otherwise indicated in writing to TMI and TNFINC by a Supplemental
Negotiating Committee prior to ratification of this Agreement, there shall be no
arbitration of discharge and suspensions.

      (b) All grievances arising under the provisions of the Master Agreement
(Articles 1-39) shall be filed directly with the appropriate Regional Joint Area
Committee. The Regional Joint Area Committee shall have the authority to render
a final and binding decision or direct the grievance to the appropriate lower
level committee for hearing if the grievance is not properly claimed under the

                                       30

<PAGE>

                                                            ARTICLE 7, SECTION 1

provisions of the Master Agreement. The Regional Joint Area Committee must hear
and decide such cases within ninety (90) days of the filing of the grievance.
Grievances arising under Article 9 - Protection of Rights, Article 29, Sections
1 or 2(a) and (b) - Substitute Service and Article 32, Subcontracting shall be
expeditiously processed and may be heard at either regularly scheduled or
specially called hearings. A grievance may be filed by any Region whose members
are adversely affected by an alleged violation of Article 32, Section 4(b)
occurring within its jurisdiction.

      (c) It is mutually agreed that the procedures for processing complaints
concerning matters of highway and equipment safety shall be incorporated in the
applicable Supplemental Agreement, in accordance with the guidelines established
by the National Master Freight Safety, Health and Equipment Committee provided
for in Article 16.

Special Joint Area Committees shall also be created in compliance with the
provisions of Article 35, Sections 3 and 4.

The procedure set forth in the local, state and area grievance machinery and in
the national grievance procedure may be invoked only by the authorized Union
representative or the Employer representative. Authorized representatives of
the Union and/or Employer may file grievances alleging violation of this
Agreement, under local grievance procedure, or as provided herein, unless
provided to the contrary or otherwise mutually agreed in the Supplemental
Agreement and/or respective committee rules of procedure. Time limitations
regarding the filing of grievances, if not set forth in the respective
Supplemental Agreements, must appear in the Rules of Procedure of the various
grievance committees and shall apply equally to Employers and employees.

The Rules of Procedure of the various committees established under the Agreement
shall be subject to the review and approval of the National Grievance Committee.

SECTION 2. GRIEVANT'S BILL OF RIGHTS

All employees who file grievances under this Agreement and its Supplemental
Agreements are entitled to have their cases decided fairly and promptly. In
order to satisfy these objectives and promote confidence in the integrity of the
grievance procedures, all employees who file grievances are entitled to the
following Rights:

                                       31

<PAGE>

ARTICLE 7, SECTION 2

      1. Grievants and stewards shall be informed by their Local Union of the
time and place of the hearing.

      2. Grievants and stewards are permitted to attend, at their own expense,
the hearing in cases in which they are involved.

      3. The Employer shall provide any information relevant to a grievance
containing specific factual allegations within fifteen (15) days of receipt of a
written request by the Local Union, steward or grievant. The Local Union or
grievant shall provide any information relevant to such a grievance within
fifteen (15) days of receipt of a written request by the Employer.

      4. All cases involving a discharge or suspension shall be recorded, except
for executive sessions. Transcriptions of these proceedings shall be prepared in
response to written requests by the Local Union at the reasonable cost of
transcription. No recording devices shall be used in any grievance committee
proceeding except as specifically authorized under the Rules of Procedure or by
mutual consent of the co-chairpersons.

      5. All Employer and Union panel members for each case shall be identified
prior to the hearing. No Employer or Union representative who is directly
involved in a case may serve as a panel member except at a local level committee
where there is only one Local Union subject to the jurisdiction of the
committee.

      6. A grievant or steward may request permission to present evidence or
argument in support of the case in addition to the evidence or argument
presented by the Local Union.

      7. All grievance committees shall, upon request, issue a copy of the
grievance decision or transcript pages containing the hearing proceedings and
the decision to the grievant and/or a Local Union.

      8. The Local Union and the Employer may postpone a case once each, and any
further postponements must be approved by the co-chairpersons of the grievance
committee. In those areas where there are presently local grievance committees,
each party shall be entitled to one additional postponement at the local
grievance committee level only.

      9. Unless mutually agreed by the Local Union and the Company, Local Unions
shall file all approved grievances with the appropriate grievance committee or
association for decision no later than

                                       32

<PAGE>

                                                            ARTICLE 7, SECTION 2

thirty (30) days after the date the Local Union receives the grievance.

      10. A copy of the grievance committee Rules of Procedure, including the
Grievant's Bill of Rights, must be provided, upon request, to the grievant prior
to the commencement of the grievance hearing.

SECTION 3.

All Local, State and Area Grievance Committees established under Supplemental
Agreements shall revise their Rules of Procedure to include the "Grievant's Bill
of Rights" set forth in Section 2 above and shall submit their revised Rules of
Procedure to the National Grievance Committee for approval no more than ninety
(90) days after the effective date of this Agreement. The National Grievance
Committee may revise, delete or add to the Rules of Procedure for a Supplemental
Grievance Committee in any manner necessary to ensure conformity with the
purposes and objectives of the Grievant's Bill of Rights. The decisions of the
National Grievance Committee in this regard shall be final and binding.

SECTION 4.

Discharge cases shall be docketed and scheduled to be heard at the next
regularly scheduled City/Joint State/Supplemental Committee meeting.

SECTION 5. TIMELY PAYMENT OF GRIEVANCES

All monetary grievances that have been resolved either by decision or through
settlement shall be paid within twenty-one (21) calendar days of formal
notification of the decision or date of settlement. If an Employer fails to pay
a monetary grievance in accordance with this Section, the Employer shall pay as
liquidated damages to each affected grievant eight (8) hours straight time pay
for each day the Employer delays payment, commencing the date the grievant(s)
notified the Employer of such non-payment.

SECTION 6.

In view of the new Federal Regulations (383.51) pertaining to a driver's overall
record, when presenting a case involving discharge

                                       33

<PAGE>

ARTICLE 7, SECTION 6

and/or suspension for an accident(s), the Employer may request on the record at
the Regional Joint Area Committee that the driver's accident record for the past
three (3) years be considered. The respective Chairmen of the Regional Joint
Area Committee may consider the employee's accident record within the past three
(3) years when assessing disciplinary action if the Employer can present
evidence showing that:

The driver who is subject to discharge or suspension was convicted of any of the
following within the past three (3) years:

      A.    being at fault in an accident involving a fatality or serious bodily
            injury;

      B.    being at fault in an accident resulting in property damage in excess
            of $50,000.00;

      C.    leaving the scene of any accident of which the driver is aware; or

      D.    using the Employer's commercial motor vehicle to commit a felony.

                                   ARTICLE 8.

                          NATIONAL GRIEVANCE PROCEDURE

SECTION 1.

All grievances or questions of interpretations arising under this National
Master Freight Agreement or Supplemental Agreements thereto shall be processed
as set forth below.

      (a) All factual grievances or questions of interpretation arising under
the provisions of the Supplemental Agreement (or factual grievances arising
under the National Master Freight Agreement), shall be processed in accordance
with the grievance procedure of the applicable Supplemental Agreement.

If upon the completion of the grievance procedure of the Supplemental Agreement
the matter is deadlocked, the case shall be immediately forwarded to both the
Employer and Union secretaries of the National Grievance Committee, together
with all pertinent files, evidence, records and committee transcripts.

                                       34

<PAGE>

                                                            ARTICLE 8, SECTION 1

Any request for interpretation of the National Master Freight Agreement shall be
submitted directly to the Regional Joint Area Committee for the making of a
record on the matter, after which it shall be immediately referred to the
National Grievance Committee. Such request shall be filed with both the Union
and Employer secretaries of the National Grievance Committee with a complete
statement of the matter.

      (b) Any matter which has been referred pursuant to Section 1 (a) above, or
any question concerning the interpretation of the provisions contained in the
National Master Freight Agreement, shall be submitted to a permanent National
Grievance Committee which shall be composed of an equal number of employer and
union representatives. The National Grievance Committee shall meet on a regular
basis, for the disposition of grievances referred to it, or may meet at more
frequent intervals, upon call of the chairman of either the Employer or Union
representatives on the National Grievance Committee. The National Grievance
Committee shall adopt rules of procedure which may include the reference of
disputed matters to subcommittees for investigation and report, with the final
decision or approval, however, to be made by the National Grievance Committee.
If the National Grievance Committee resolves the dispute by a majority vote of
those present and voting, such decisions shall be final and binding upon all
parties.

Cases deadlocked by the National Grievance Committee shall be referred as
provided in Section 2(b) below. Procedures relating to such referrals shall be
included in the Rules of Procedure of the National Grievance Committee.

The Employer may request the co-chairmen of the National Grievance Committee to
appoint and convene a joint Employer and Union Committee which shall have the
authority to approve uniform dispatch procedures and rules which shall apply to
the individual company's over-the-road operations.

No Employer signatory to this Agreement shall be permitted to have its own
grievance procedure.

SECTION 2.

      (a) The National Grievance Committee by majority vote may consider and
review all questions of interpretation which may arise

                                       35

<PAGE>

ARTICLE 8, SECTION 2

under the provisions contained in the National Master Freight Agreement which
are submitted by either the Chairman of TNFINC or the Executive Director of TMI.
The National Grievance Committee by majority vote shall have the authority to
reverse and set aside all resolutions of grievances by any lower level grievance
committee or review committee involving or affecting the interpretation(s) of
Articles 1-39 of the National Master Freight Agreement, in which case the
decision of the National Grievance Committee shall be final and binding. A
failure by the National Grievance Committee to reach a majority decision on a
question concerning interpretation or on a review of a decision by a lower level
grievance committee or review committee shall not be considered a deadlock and
will not be referred to the National Review Committee. In case of a failure to
reach a majority decision in reviewing the decision of a lower level grievance
committee or review committee, the decision of the lower level grievance
committee or review committee shall stand as final and binding.

      (b) All grievances deadlocked at the National Grievance Committee shall be
processed as set forth below.

      1. All such deadlocked grievances shall be automatically referred to the
National Review Committee, which shall consist of the Chairman of TNFINC, or
his/her designee and the Executive Director of TMI, or his/her designee. The
National Review Committee shall have the authority to resolve any such
deadlocked case by review of the record presented to the National Grievance
Committee or by rehearing the case, or by referring the case to a subcommittee
of either the Joint National Negotiating Committee or the appropriate
Supplemental Negotiating Committee to negotiate a recommended resolution of the
case. The subcommittee of the Negotiating Committee to which the case was
referred must report its recommendation or deadlock to the National Review
Committee for resolution. Unless the National Review Committee in writing
mutually agrees otherwise, said Committee shall have a period of 15 days
(excluding Saturdays, Sundays and holidays) from the date of the National
Grievance Committee deadlock to resolve the case. The decision of the National
Review Committee shall be final and binding.

      2. In the event the National Review Committee is unable to resolve the
deadlock, the President of the Employer involved and

                                       36

<PAGE>

                                                            ARTICLE 8, SECTION 2

the Chairman of TNFINC shall have 30 additional days (excluding Saturdays,
Sundays and holidays), from the final day of consideration by the National
Review Committee to attempt to resolve the case. The TMI and TNFINC
representatives on the National Review Committee shall be responsible for
notifying the President of the Employer involved and the Chairman of TNFINC of
the final day of consideration by the Committee of the deadlocked grievance. In
considering factual disputes that are deadlocked or deadlocked questions of
interpretation arising out of Supplemental Agreements, the decision of either
the National Grievance Committee or the National Review Committee shall be based
on the provisions of the applicable Supplemental Agreement.

      3. No lawyers will be permitted to present cases at any step of the
grievance procedure.

      4. The decision of any grievance committee or panel shall be specifically
limited to the matters submitted to it and the grievance committee or panel
shall have no authority in any manner to amend, alter or change any provision of
the Agreement.

      5. If the Employer or Union challenges in court a decision issued by any
dispute resolution panel provided for under this Agreement, the cost of the
challenge, including the court costs and attorney's fees, shall be paid by the
losing party.

SECTION 3. WORK STOPPAGES

      (a) The parties agree that all grievances and questions of interpretation
arising from the provisions of this Agreement shall be submitted to the
grievance procedure for determination. Accordingly, except as authorized by law,
as provided below or as specifically provided in other Articles of the National
Master Freight Agreement, no work stoppage, slowdown, walkout or lockout shall
be deemed to be permitted or authorized by this Agreement.

A "representation dispute" in circumstances under which the Employer is not
required to recognize the Union under this Agreement is not subject to the
grievance procedure herein and the provisions of this Article do not apply to
such dispute.

      (b) In the event an Employer is delinquent in its health & welfare or
pension payments in the manner required by the applicable Supplemental
Agreement, the Local Union shall have the right to

                                       37

<PAGE>

ARTICLE 8, SECTION 3

take whatever action it deems necessary until such delinquent payments are made.
The Local Union shall give the Employer a seventy-two (72) hour, (excluding
Saturdays, Sundays, and holidays), prior written notice of the Local Union's
authorization of strike action which notice shall specify the failure to make
health & welfare or pension payments providing the basis for such strike
authorization. In no event shall the Union have the right to strike over a
dispute concerning the eligibility and/or payment of health & welfare or pension
contributions by an Employer on behalf of specific individuals, and such
disputes shall be subject to the grievance procedure.

      (c) In the event the Employer fails to comply with a decision rendered by
a grievance committee, the Local Union shall give the Employer a seventy-two
(72) hour (excluding Saturday, Sunday and holidays) prior written notice of the
Local Union's authorization of strike action, which notice shall specify the
basis for the compliance failure. If the Employer believes that it is in
compliance or that there is a clarification needed in order to comply, the
matter of compliance and/or clarification shall be submitted to the grievance
committee that decided the case. The question of compliance or clarification
shall be determined by the grievance committee within forty-eight (48) hours
after receipt of the Employer request. The forty-eight (48) hour period for the
grievance committee to determine the question of compliance or clarification
shall run concurrently with the seventy-two (72) hour notice prior to a strike.
The grievance committee may meet telephonically to consider and decide questions
of compliance or clarification.

SECTION 4.

      (a) It is mutually agreed that the Local Union will, within two (2) weeks
of the date of the signing of this Agreement, serve upon the Employer a written
notice listing the Union's authorized representatives who will deal with the
Employer, make commitments for the Local Union generally and, in particular,
those individuals having the sole authority to act for the Local Union in
calling or instituting strikes or any stoppages of work which are not in
violation of this Agreement. The Local Union may from time to time amend its
listing of authorized representatives by certified mail. The Local Union shall
not authorize any work stoppages, slowdown, walkout, or cessation of work in
violation of this Agreement. It is further

                                       38

<PAGE>

                                                            ARTICLE 8, SECTION 4

agreed that in all cases of an unauthorized strike, slowdown, walkout, or any
unauthorized cessation of work which is in violation of this Agreement the Union
shall not be liable for damages resulting from such unauthorized acts of its
members.

In the event of a work stoppage, slowdown, walkout or cessation of work, not
permitted by the provisions of Article 8, Section 3(a), (b), or (c) alleged to
be in violation of this Agreement, the Employer shall immediately send a wire or
fax to the Freight Coordinator in the appropriate Regional Area and to the
Chairman of TNFINC to determine if such strike, etc., is authorized.

No strike, slowdown, walkout or cessation of work alleged to be in violation of
this Agreement shall be deemed to be authorized unless notification thereof by
telegram has been received by the Employer and the Local Union from such
Regional Area. If no response is received by the Employer within twenty-four
(24) hours after request, excluding Saturdays, Sundays, and holidays, such
strike, etc., shall be deemed to be unauthorized for the purpose of this
Agreement.

In the event of such unauthorized work stoppage or picket line, etc., in
violation of this Agreement, the Local Union shall immediately make every effort
to persuade the employees to commence the full performance of their duties and
shall immediately inform the employees that the work stoppage and/or picket line
is unauthorized and in violation of this Agreement. The question of whether
employees who refuse to work during such unauthorized work stoppages, in
violation of this Agreement, or who fail to cross unauthorized picket lines at
their Employer's premises, shall be considered as participating in an
unauthorized work stoppage in violation of this Agreement may be submitted to
the grievance procedure, but not the amount of suspension herein referred to.

It is specifically understood and agreed that the Employer during the first
twenty-four (24) - hour period of such unauthorized work stoppage in violation
of this Agreement, shall have the sole and complete right of reasonable
discipline, including suspension from employment, up to and including thirty
(30) days, but short of discharge, and such employees shall not be entitled to
or have any recourse to the grievance procedure. In addition, it is agreed
between the parties that if any employee repeats any such unauthorized strike,
etc., in violation of this Agreement, during the term

                                       39

<PAGE>

ARTICLE 8, SECTION 4

of this Agreement, the Employer shall have the right to further discipline or
discharge such employee without recourse for such repetition. After the first
twenty-four (24) - hour period of an unauthorized stoppage in violation of this
Agreement, and if such stoppage continues, the Employer shall have the sole and
complete right to immediately further discipline or discharge any employee
participating in any unauthorized strike, slowdown, walkout, or any other
cessation of work in violation of this Agreement, and such employees shall not
be entitled to or have any recourse to the grievance procedure. The suspension
or discharge herein referred to shall be uniformly applied to all employees
participating in such unauthorized activity. The Employer shall have the sole
right to schedule the employee's period of suspension.

The International Brotherhood of Teamsters, the Teamsters National Freight
Industry Negotiating Committee, Joint Councils and Local Unions shall make
immediate efforts to terminate any strike or stoppage of work as aforesaid which
is not authorized by such organizations, without assuming liability therefore.
For and in consideration of the agreement of the International Brotherhood of
Teamsters, Teamsters National Freight Industry Negotiating Committee, Joint
Councils and Local Unions affiliated with the International Brotherhood of
Teamsters to make the aforesaid efforts to require Local Unions and their
members to comply with the law or the provisions of this Agreement, including
the Provisions limiting strikes or work stoppages, as aforesaid, the
Associations and Employers who are parties hereto agree that they will not hold
the International Brotherhood of Teamsters, the Teamsters National Freight
Industry Negotiating Committee, Joint Councils and Local Unions liable or sue
them in any court or before any administrative tribunal for undertaking such
efforts to terminate unauthorized strikes or stoppages of work as aforesaid or
for undertaking such efforts to require Local Unions and their members to comply
with the law or the provisions of this Agreement, or for taking no further steps
to require them to do so. It is further agreed that signator Associations and
Employers will not hold the International Brotherhood of Teamsters, Teamsters
National Freight Industry Negotiating Committee, Joint Councils or Local Unions
liable or sue them in any court or before any administrative tribunal for such
unauthorized work stoppages alleging condonation, ratification or assumption of
liability for undertaking such

                                       40

<PAGE>

                                                            ARTICLE 8, SECTION 4

efforts to terminate strikes or stoppages of work, or requiring Local Unions and
their members to comply with the law or the provisions of this Agreement.

The provisions of this Article shall continue to apply during that period of
time between the expiration of this Agreement and the conclusion of the
negotiations or the effective date of the successor Agreement, whichever occurs
later, except as provided in Article 39. It is understood and agreed that
failure by the International Brotherhood of Teamsters, Teamsters National
Freight Industry Negotiating Committee, and/or Joint Councils to authorize a
strike by a Local Union shall not relieve such Local Union of liability for a
strike authorized by it and which is in violation of this Agreement.

      (b) The question of whether the International Union, Teamsters National
Freight Industry Negotiating Committee, Joint Council or Local Union have met
its obligation set forth in the immediately preceding paragraphs, or the
question of whether the International Union, Teamsters National Freight Industry
Negotiating Committee, and Joint Council or the Local Union, separately or
jointly, participated in an unauthorized work stoppage, slowdown, walkout or
cessation of work in violation of this Agreement by calling, encouraging,
assisting or aiding such work stoppage, etc., in violation of this Agreement, or
the question of whether an authorized strike provided by Article 8, Section
3(a), (b) or (c) is in violation of this Agreement, or whether an Employer
engaged in a lockout in violation of this Agreement, shall be submitted to the
grievance procedure at the national level, prior to the institution of any
damage suit action. When requested, the co-chairmen of the National Grievance
Committee shall immediately appoint a subcommittee to develop a record by
collecting evidence and hearing testimony, if any, on the questions of whether
the International Union, Teamsters National Freight Industry Negotiating
Committee, Joint Council or Local Union have met its obligations as aforesaid,
or of Union Participation or Employer lockout in violation of this Agreement.
The record shall be immediately forwarded to the National Grievance Committee
for decision. If a decision is not rendered within thirty (30) days after the
co-chairmen have convened the National Grievance Committee, the matter shall be
considered deadlocked.

A majority decision of the National Grievance Committee on the

                                       41

<PAGE>

ARTICLE 8, SECTION 4

questions presented as aforesaid shall be final and binding on all parties. If
such majority decision is rendered in favor of one (1) or more of the Union
entities, or the Employer, in the case of lockout, no damage suit proceedings on
the issues set forth in this Article shall be instituted against such Union
entity or such Employer. If, however, the National Grievance Committee is
deadlocked on the issues referred to in this subsection 4(b), the issues must be
referred to the National Review Committee for resolution prior to either party
instituting damage suit proceedings. If the National Review Committee decides
that a strike was unlawful, it shall not have the authority to assess damages.
Except as provided in this subsection 4(b), agreement to utilize this procedure
shall not thereafter in any way limit or constitute a waiver of the right of the
Employer or Union to commence damage suit action. However, the use of evidence
in this procedure shall not waive the right of the Employer or Union to use such
evidence in any litigation relating to the strike or lockout, etc., in violation
of this Agreement. There shall not be any strike, slowdown, walkout, cessation
of work or lockout as a result of a deadlock of the National Grievance Committee
on the questions referred to under this subsection 4(b) and any such activity
shall be considered a violation of this Agreement.

      (c) In the event that an Employer, party to this Agreement, commences
legal proceedings against the Union after the Union's compliance with the
provisions of Article 8, Section 3(a), (b) or (c), the Employer Associations
will cooperate in the presentation to the court of the applicable majority
grievance committee decision.

      (d) Nothing herein shall prevent the Employer or Union from securing
remedies granted by law except as specifically set forth in subsection 4(b).

SECTION 5.

      (a) In the event of strikes, work stoppages, or other activities
authorized by Article 8, Section 3(a), (b) or (c) of this Agreement, no
interpretation of this Agreement or any Supplement thereto relating to the
Employer's obligation to make health & welfare and/or pension contributions by
any tribunal shall be binding upon the Union or affect the legality or
lawfulness of the strikes unless the Union stipulates to be bound by such
interpretation, it being the

                                       42

<PAGE>

                                                            ARTICLE 8, SECTION 5

intention of the parties to resolve all questions of interpretation by mutual
agreement.

      (b) It is the intention of the parties to resolve all grievances and
requests for interpretation arising under this Agreement through the grievance
procedure. However, it is understood and agreed that nothing herein shall
prevent the Employer or Union from securing remedies in those circumstances
where the application of this Agreement is contrary to law.

SECTION 6. CHANGE OF OPERATIONS

CHANGE OF OPERATIONS COMMITTEE

      (a) Present terminals, breaking points or domiciles shall not be
transferred, changed or modified without the approval of an appropriate Change
of Operations Committee. Such Committee shall be appointed in each of the
Regional Areas, equally composed of Employer and Union representatives. The
Change of Operations Committee shall have the authority to determine the
seniority of the employees affected and such determination shall be final and
binding.

In the event a proposed change of operations includes the establishment of
either a new or satellite terminal as a "combination" facility with a common
city driver and dock seniority roster, when such change of operations results in
the relocation or movement of city drivers and dock employees from an existing
terminal recognizing separate (split) seniority rosters for city drivers and
dock employees, the Change of Operations Committee shall have the authority to
determine the conditions under which such a combination facility may be
established, including but not limited to, the number of city drivers and dock
employees who qualify, be allowed to follow the work to the new or satellite
combination terminal, the implementation of training programs to qualify dock
employees as city drivers and the seniority right of affected employees to
either return to the "mother" terminal and/or claim additional driving positions
at the satellite terminal within reasonable time periods following the
establishment of such combination terminal, as determined by the Committee.
Existing terminals that recognize separate city driver and dock seniority
rosters (split terminals) shall not be converted to "combination" terminals
unless and until such time

                                       43

<PAGE>

ARTICLE 8, SECTION 6

as a majority of those affected employees agree to such conversion, in which
case the Change of Operations Committee shall have the authority to determine
the conditions under which such conversion shall be implemented.

Such Committee, however, shall observe the Employer's right to designate
domiciles and the operational requirements of the business. Where the Union
raises the question as to whether or not certain proposed runs of excessive
length can be made, the Employer must be prepared to submit objective evidence
including DOT certification or logs and tapes that such runs have been tested
and were made within the DOT hours of service regulations. Individual employees
shall not be redomiciled more than once during the term of this Agreement as the
result of an approved change of operations unless a merger, purchase, sale,
acquisition or consolidation of employers is involved, or unless there is proven
economic need as determined by the Change of Operations Committee based on
factual evidence presented.

Pension and health & welfare contributions paid on behalf of a redomiciled
employee shall be paid to the Funds to which the contributions were made prior
to the employee's change of domicile, and the decisions of the Change of
Operations Committee shall so specify. This Section does not apply to employees
who voluntarily transfer to new domiciles, unless such transfer is a result of a
Change of Operations Committee decision. Any dispute concerning the appropriate
fund for an Employer's contribution on behalf of a redomiciled employee,
pursuant to a Change of Operations Committee decision, shall be referred to the
National Grievance Committee. The decision of the National Grievance Committee
shall to the extent permitted by law, be final and binding on all affected
parties, including the Trust Funds.

The Change of Operations Committee shall also have jurisdiction for a period of
twelve (12) months following the opening of a new terminal to consider the
redomicile of employees who are laid off as a direct result of such opening of a
terminal. The Committee shall also have jurisdiction over the closing of a
terminal in regard to seniority, as well as to determine the conditions under
which freight may or may not be interlined into the area of a vacated operations
when necessary to retain major customers, including mandating the use of union
carriers where available. In no event will the Employer

                                       44

<PAGE>

                                                            ARTICLE 8, SECTION 6

be granted the authority to vacate a facility and interline the freight on a
non-union subsidiary of the parent company.

The above shall not apply within a twenty-five (25)-mile radius.

The Change of Operations Committee shall have the authority to require a
definition of primary and shared lanes, where applicable.

The Change of Operations Committee shall not grant the Employer authority to
relocate U.S. operations, work, or terminals to Mexico.

CHANGE OF OPERATIONS COMMITTEE PROCEDURE

      (b) The National Grievance Committee shall adopt Rules of Procedure
concerning the application and administration of this Article.

The Employer shall notify all affected Local Unions of the proposed change of
operations at least thirty (30) calendar days prior to the hearing at the
Regional Joint Area Committee, and the Employer and the Local Unions involved
shall have a mutual responsibility to inform the employees subject to redomicile
prior to such hearing in accordance with the practice and procedures agreed to
in the respective Area Committee. Any exception or waiver of the aforesaid
thirty (30) day period shall be mutually agreed to between the Employer and the
Local Unions involved and approved by the Regional Area Change of Operations
Committee.

MOVING EXPENSES

      (c) The Employer shall pay reasonable expenses to demount and remount an
employee's mobile home, if used as his/her residence and in such instance shall
pay normal expenses to move such mobile home, including the use of other modes
of transportation where required by law. However, it is mutually understood that
the cost of such move shall not exceed nine thousand dollars ($9,000.00) per
move. Commencing April 1, 2004 and every April 1st thereafter under this
agreement, this amount will be increased by the prior year's average annual
increase in the CPI-W, U.S. city average, Housing, Household Operations
expenditure category titled "Moving, storage, freight expense". A decrease in
the percent change in the Index will not result in a decrease of the mobile home
moving allowance once established. In the event the index is no longer published
by BLS, the parties will agree to meet and find a substitute Index as an
escalator.

                                       45

<PAGE>

ARTICLE 8, SECTION 6

Where an employee is required to transfer to another domicile in order to follow
employment as a result of a change of operations, the Employer shall move the
employee and assume the responsibility for proven loss or damage to household
goods due to such move, including insurance against loss or damage. Should any
employee possess household items of unusual or extraordinary value which will be
included in the move, such items shall be declared and an appraised value
determined prior to the move. The Employer shall provide packing materials for
the employee's household goods when requested or at the employee's request pay
all costs and expenses of moving such household goods, including packing.

An employee shall have a maximum of one (1) year to move in accordance with the
provisions of an approved change of operations unless, prior to the expiration
of such year, he/she requests, in writing, an extension for a reasonable period
of time due to an unusual or special problem. The Employer shall provide lodging
for the employee at the point of redomicile, not to exceed ninety (90) calendar
days, and in addition, shall reimburse the employee thirty-five cents (35(cent))
per mile to transport one (1) personal automobile to the new location.

The Employer shall not be responsible for moving expenses if the employee
changes his/her residence as a result of voluntary transfer.

None of the Employer obligations set forth in this Subsection (c) - Moving
Expenses shall apply to transfers of domiciles within a fifty (50) - mile
radius.

CHANGE OF OPERATIONS SENIORITY

      (d) The Change of Operations Committee established herein shall have the
sole authority to determine questions of the application of seniority in those
situations presented to it and in connection therewith the following general
rules shall apply, subject, however, to modification as provided by Section 6(g)
below:

CLOSING, PARTIAL CLOSING OF TERMINALS-TRANSFER OF WORK

      (1)a. When branches, terminals, divisions or operations (hereinafter
"terminal(s)") are closed or partially closed and the work of

                                       46

<PAGE>

ARTICLE 8, SECTION 6

such terminal(s) is transferred, in whole or in part, to another terminal(s),
the active employees (excluding those employees on letter of layoff) at the
closed or partially closed terminal(s) shall have the right to bid into a master
seniority roster (road or city) comprised of bidders from the active seniority
rosters of closed or partially closed terminal(s) in the order of their
continuous classification (road or city) seniority. Continuous classification
seniority shall be defined as that seniority which the employee is currently
exercising and has not been broken in the manner provided by Article 5, Section
1, or by voluntary changes in domicile not directed, approved or ordered by a
Change of Operations Committee. Employees shall bid from the combined master
seniority roster into openings at the terminal(s) into which work is being
transferred. Employees so transferring shall be "dovetailed" into the
appropriate active seniority roster at the new terminal(s) in the order of their
continuous classification seniority. Such transfers shall be permitted prior to
the recall of laid-off employees at such gaining terminal(s). If and when
additional employees are required in excess of those who formed the combined
active roster at the point of redomicile, employees on letter of layoff at that
location shall be recalled. If recalled, such employees shall be "dovetailed"
with their continuous classification seniority.

In addition, the inactive seniority rosters (employees who are on letter of
layoff) at the terminal(s) from which employees are being redomiciled shall be
"dovetailed" into a master "laid off' seniority roster and such employees shall
have the same opportunities to transfer to terminal(s) within the area of the
Supplemental Agreement which are afforded to employees covered by the provisions
of subparagraph 2(b) below. These inactive employees at the losing terminal(s)
shall also be offered first work opportunity, in seniority order, at terminals
into which work was transferred within the regional area where such employees
were employed. Such inactive employees shall gain active seniority in accordance
with the provisions of the applicable supplemental agreement. The use of such
employees shall be subject to the order of call of the supplement. The
employee's seniority date for bidding and layoff purposes shall be the date
which they gain active status. The employee shall retain company seniority for
fringe benefits only as of that date.

The senior driver voluntarily laid off at a losing domicile will be restored to
the active board each time foreign drivers or casuals

                                       47

<PAGE>

ARTICLE 8, SECTION 6

(where applicable) make ten (10) trips (tours of duty) within any thirty (30)
calendar day period on a primary run of such domicile, not affected by a Change
of Operations.

b. The following seniority bidding procedures are to be applied in all change of
operations cases that involve master pool bidding:

      1. The Change of Operations Committee shall have the authority to
establish a date for purposes of determining active and inactive (on letter of
layoff or the equivalent thereof) employees at both gaining and losing
locations.

      2. Affected employees at losing locations shall be allowed to bid onto an
active master pool seniority list on a dovetailed seniority basis.

      3. At the time of the original bid, an employee on the active master pool
seniority list shall be afforded the opportunity to bid any available position
for which he/she is qualified at a gaining location in accordance with his/her
seniority on the master pool seniority list. In the event the active employees
at any given location elect not to bid the number of positions being lost at
that particular location, inactive employees at that location, in accordance
with their seniority, shall then be afforded the opportunity to bid as an active
employee until the number of positions being lost at that particular location
are filled. An employee who elects to "hold" as set forth in paragraph 4 below
shall not be considered as filling a losing position. A successful bidder shall
be dovetailed on the seniority list at the location he/she bids into. The number
of successful bidders from any losing location shall not exceed, at the time of
the original bid, the number of positions lost at that location as approved by
the Change of Operations Committee.

      4. An employee on the active master pool seniority list who does not have
seniority to bid the location he/she desires in the initial bid may hold for
such desired location and remain at his/her present domicile in such status as
his/her bidding seniority will allow. Should an opening occur during the window
period as set forth in the Change of Operations decision at the location to
which he/she desired to transfer, he/she shall be afforded transfer opportunity
in line with his/her bidding seniority. A successful bidder under this provision
shall be dovetailed on the applicable seniority list at the location into which
he/she bids and his/her moving expenses shall

                                       48

<PAGE>

                                                            ARTICLE 8, SECTION 6

be paid in accordance with other transferring employees. The transfer provisions
of this Section shall apply only during the window period as set forth in the
Change of Operations decision.

      5. An employee who elects to hold as set forth in Paragraph 4 above may
hold for only one (1) location and must designate that location at the time of
the original bid and may hold only for a position within the classification the
employee has seniority to bid. If an employee refuses to accept an opportunity
to claim a position he/she is holding for, the employee shall have no further
claim to a position that may become available during the window period.

      6. An employee who elects to hold, shall also be entitled to exercise
seniority to claim a voluntary move under the provisions of Article 5, Section 5
herein, and in the event the employee accepts such a voluntary move, he/she
shall retain his/her hold position at his/her home domicile during the remainder
of the window period but shall forfeit any other seniority rights at his/her
home domicile. Should a position become available at the location such employee
is holding for and which the employee has seniority to successfully claim,
moving expenses set forth in Article 8, Section 6(c) shall be computed from the
employee's original home domicile.

      7. There shall be a maximum one hundred twenty (120) calendar day window
period from the date of implementation in all Changes of Operations only when
the number of positions offered at gaining terminals do not equal the number of
positions lost at the losing terminals.

      (a) Any openings which may occur at a gaining terminal during the window
period shall be offered to those employees on the Master Pool Seniority list who
have not been offered transfer opportunity under the provisions of Article 8,
Section 6 before they are offered to employees who may have elected to "hold" as
set forth in paragraph 4 above.

      (b) The window period established by the Change of Operations decision
shall close if either of the following conditions is met: (a) the number of days
and/or months of the window period as set forth in the Change of Operations
decision has expired; or (b) all employees on the Master Pool Seniority list
have been offered work opportunities pursuant to Article 8, Section 6.

                                       49

<PAGE>

ARTICLE 8, SECTION 6

      (c) However, with respect to those who bid to "hold", it is understood
that such bids must remain open and any job opportunities that are clearly
identifiable as a direct result of the Change of Operations must be offered, by
seniority, to those qualified employees who bid to hold for that specific
location for the length of the window period(s) (road/cartage) set forth in the
Change of Operations decision even if the window period is closed as set forth
in paragraph (b) above.

      (d) The Company shall determine whether an additional job opportunity is
the direct result of the Change of Operations at the specific gaining domicile
for which the employee is "holding". The Company shall so notify the employee's
current Local Union and the gaining Local Union. The Company shall have the
burden of proof in establishing whether or not an additional job opportunity is
clearly the direct result of the Change of Operations at the specific gaining
domicile for which the employee is "holding". Any grievance filed regarding the
Company's decision to permit or deny a "hold" transfer shall be filed with the
appropriate Regional Joint Area Committee to be heard by the Multi-Region Change
of Operations Committee that held jurisdiction.

      8. Employees who are qualified bidders on Long-Term Disability (LTD) at
the time of bid shall be allowed to bid. If successful LTD bidders are unable to
claim their bid on the date of implementation, a hold-down bid will be allowed.
This hold-down bid will be offered to those remaining active employees at the
LTD's current location, by classification, who have not been offered transfer
opportunity under the Change of Operations. The successful hold-down bidder
shall be dovetailed. When the LTD employee returns to work and claims his/her
bid, the hold-down employee may either remain at the hold-down location with a
bidding seniority date consistent with the date of transfer under the Change of
Operations or return to his/her original location with his/her original bidding
seniority date. The hold-down employee may not return to a location where the
classification from which he/she bid has been eliminated. The Company shall not
be responsible for the moving expense of the employee filling the hold-down bid,
unless and until such time as it is determined that the employee on LTD will
never be able to claim his bid and the hold-down bidder becomes a regular
permanent employee at the hold-down location.

                                       50

<PAGE>

                                                            ARTICLE 8, SECTION 6

CLOSING OF TERMINALS-ELIMINATION OF WORK

      (2)a. When a terminal(s) is closed and the work of such terminal(s) is
eliminated, an employee who was formerly employed at another terminal shall have
the right to return to such former terminal and exercise his/her continuous
classification (road or city) seniority, provided he/she has not been away from
such former terminal for more than a five (5)-year period.

LAYOFF

      b. When a terminal(s) is closed and the work of such terminal (s) is
eliminated, employees who are laid-off thereby shall be given first (1st)
opportunity for available regular employment in the classification in which they
are employed at the time of such layoff (prior to the employment of new hires
but subject to the order of call/hiring of the Supplemental Agreement) occurring
at any other terminal(s) of the Employer within the area of the Supplemental
Agreement where such employee was employed provided they notify the Employer in
writing of their interest in a transfer opportunity. The offer of transfer will
be made in the order of continuous classification seniority of the laid off
employees within the area of the Supplemental Agreement. The Employer shall be
required to make additional offers of transfer to an employee who has previously
rejected a transfer opportunity provided the employee again notifies the
Employer in writing of his/her continued interest in additional transfer
opportunities. However, the Employer will only be required to make one transfer
offer in any six (6) calendar month period. The obligation to offer such
employment shall continue for a period of five (5) years from the date of
closing. Any employee accepting such offer shall be employed at his/her
applicable rate of pay and shall be placed at the bottom of the seniority board
for bidding and layoff purposes, but shall retain company seniority for fringe
benefits only. A transferring employee shall pay his/her own moving expenses.

OPENING OF TERMINALS

      (3) When a new terminal(s) is opened (except as a replacement for existing
operations or a new division in a locality where there are existing operations),
the Employer shall offer to those employees, if any, affected thereby the
opportunity to transfer to regular positions

                                       51

<PAGE>

ARTICLE 8, SECTION 6

in the new terminal(s) in the order of such employee's continuous classification
(road or city) seniority date as defined herein. Upon arrival at such new
location, such employees shall be "dovetailed" with their continuous
classification (road or city) seniority date together with other employees so
transferring.

This provision is not intended to cover situations where there is replacement of
an existing operation or where a new division is opened in a locality where
there is an existing terminal. In these latter situations, those employees laid
off at the existing facilities shall have first (1st) opportunity for employment
at the new operation in accordance with their continuous classification (road or
city) seniority date, and upon arrival shall be similarly "dovetailed." If all
regular full-time positions are not filled in this manner, then the provisions
of the preceding paragraph shall apply.

      (4) When a Company which has an established Local Cartage Operation, which
has been cleared by system OTR drivers, seeks to establish a new OTR domicile
there, the Company shall first file for a Change of Operations giving transfer
opportunity, with regard to the initial complement, to OTR drivers from those
system OTR domiciles that previously serviced such Local Cartage Operation with
reasonable regularity. Such transfer opportunity shall remain in effect for any
additions to the initial complement for a period of not less than 120 calendar
days, after which further additions to such complement shall be hired at the
locality where such new OTR domicile was established.

      (5) Any employee redomiciled by an approved change of operations to
another domicile shall upon reporting to such new domicile be deemed to have
relinquished his/her right to return, with seniority, to the domicile from which
he/she was transferred, except under another approved change of operations.
Employees who avail themselves of the transfer privileges because they are on
layoff at their original terminal may exercise their seniority rights if work
becomes available at their original terminal during the five (5) year layoff
period allowed them at their original terminal.

      (6) When an Employer's proposed Change of Operations offers a specific
number of road positions at a gaining domicile, the Employer shall be required
to make every good faith effort and use all practical means to hire qualified
applicants to fill such offered positions that are left vacant because other
employees affected by

                                       52

<PAGE>

ARTICLE 8, SECTION 6

the Change have elected not to bid into that gaining domicile. The Employer's
duty to hire under this provision is to use every reasonable means to advertise
for qualified applicants and to meet with the affected Local Union(s) to seek
qualified applicants. Nothing in this provision shall be construed to create an
obligation that the Employer maintain or otherwise guarantee a specific number
of employees at a gaining domicile. Any grievance concerning any issue which may
arise under this provision shall be filed directly with the Multi-Region Change
of Operations Committee.

In the event it is determined by the Multi-Region Change of Operations Committee
that the Employer has not made every good faith effort and used all practical
means to hire qualified applicants for road positions as required under this
provision, the Committee may require the Employer to hire qualified applicant(s)
as outlined above.

DEFINITION OF TERMS

      (e) The term "continuous classification seniority" as used in this
Agreement is defined as that seniority which the employee is currently
exercising and has not been broken in the manner provided in Article 5, Section
1, or by voluntary changes in domicile not directed, approved or ordered by a
Change of Operations Committee.

QUALIFICATIONS AND TRAINING

      (f) Employees, who are presently non-CDL qualified and elect to bid to
transfer to a gaining terminal that requires CDL qualified employees, shall be
provided a sixty (60) day training period in order to become CDL qualified. The
training period shall commence from the date the employee becomes a successful
bidder and the Company shall furnish training personnel and equipment at the
location where the employee is currently domiciled or otherwise as mutually
agreed to. If the employee fails to qualify during such sixty (60) day period,
the employee shall forfeit his/her right to fill the bid and shall remain on the
seniority list of the current domicile.

INTENT OF PARTIES

      (g) The parties acknowledge that the above rules are intended solely as
general standards and further that many factual situations

                                       53

<PAGE>

ARTICLE 8, SECTION 6

will be presented which necessitate different application, modification or
amendment. Accordingly, the parties acknowledge that questions of the
application of seniority rights may arise which require different treatment and
it is anticipated and understood that the Employers and Unions jointly involved
and/or the respective grievance committees may mutually agree to such
disposition of questions of seniority which in their judgment is appropriate
under the circumstances.

The Change of Operations Committees, as provided herein or in the Supplemental
Agreements, shall have the authority to determine the application of seniority
in those situations presented to them. In all cases, the seniority decisions of
the Joint Committees, including the Change of Operations Committees and
subcommittees established by the National Master Freight Agreement and the
respective Supplemental Agreements, shall be final and binding.

SECTION 7.

Any grievance committee or panel, as constituted under this Agreement, shall
have the jurisdiction and power to decide grievances which arose under the
preceding agreements and supplements thereto. In doing so, the committees or
panels shall follow the grievance procedure set forth in the 2003-2008
Agreement, but apply the contract under which the grievance arose.

SECTION 8. SLEEPER CAB OPERATIONS

Unless specifically addressed in this section the provisions of the applicable
supplemental agreement relating to sleeper cab operations remain in full force
and effect.

      A. WORK RULES

The Local Union and the Company shall meet and negotiate dispatch and/or work
rules. If no agreement is reached disputes shall be subject to the grievance
machinery.

      B. TEAM CLASSIFICATIONS

      1. "Bid Team Drivers" and "Bid Team Extra Board Drivers"

Team Drivers who are classified as bid destination drivers or bid

                                       54

<PAGE>

                                                            ARTICLE 8, SECTION 8

team extra board drivers will be guaranteed a minimum of thirteen hundred (1300)
miles round trip when dispatched. If the dispatch of a bid sleeper team is
broken between A & B (1st dispatch the drivers will be paid no less than their
original dispatch). If the broken dispatch results in more miles the drivers
shall be paid their actual miles driven and work performed. There will be no
free time at any point reached.

      2. "Extra Board Team Drivers"

Teams who are classified as extra board drivers will receive a minimum of
thirteen hundred (1300) miles round trip when dispatched.

      3. Turning In The Yard Home Terminal (Non-Scheduled Teams)

When mutually agreed between the sleeper team and the Employer, sleeper teams
may be allowed to turn in the yard at their home domicile provided the dispatch
wheel is exhausted and/or there are no other teams rested and available for
dispatch. When the Employer turns a sleeper team at their home domicile any
delay in excess of one (1) hour shall be compensable.

The above referenced mileage guarantees are in addition to any other earnings
after dispatch.

      C. DISPATCH METHOD

Sleeper cab operations shall be between the designated home terminal and a
designated area and/or a destination terminal unless otherwise agreed. The A, B,
C, dispatch principle shall apply.

All regular sleeper runs shall be posted for bid once each six (6) months unless
otherwise agreed. The number of regular runs or teams in designated areas shall
be determined by taking fifty percent (50%) of the average number of runs
operated by sleeper teams between two (2) or more designated points for a period
of six (6) months. Disputes over bids will be referred to the Sleeper Resolution
Committee.

The sleeper trip must equal a minimum of thirteen hundred (1300) paid miles.

All sleeper trips are limited to one via on the return home dispatch, (B-A),
(C-A), unless otherwise mutually agreed or as approved by the appropriate
committee.

                                       55

<PAGE>

ARTICLE 8, SECTION 8

All sleeper teams must be sent to their home terminal on the third dispatch
unless otherwise mutually agreed.

      D. LAYPOINT AND LAYOVER

The layover provision of this section shall apply at only one away from home
terminal, and all time spent at all other points touched on a round trip from
the home terminal exclusive of meal time shall be paid for at the full hourly
rate for each driver.

The layover point shall be the destination of the A-B dispatch and shall be
designated on the driver's original orders prior to the dispatch from the point
of origin and shall remain the same whether or not the drivers reached that
point. If the team does not reach the original dispatch point there shall be no
free time.

Upon arrival at a team's designated lay point, the Employer shall advise as soon
as possible, but not later than thirty (30) minutes after the team signs-in,
whether the team will be turned or put to bed.

In the event the team is put to bed, they shall be compensated at the
straight-time hourly rate of pay from the time they signed in until the time
they were so notified.

However, in the event of unforeseen circumstances (e.g., road closures;
equipment breakdown; government declared emergency), the Employer may cancel a
previously assigned dispatch prior to the expiration of the one hour free time
and put the team to bed. In this circumstance, the team will be compensated at
the straight time hourly rate of pay from the time they signed in until the time
they were so notified. Failure by the Employer to make a load shall not be
considered an unforeseen circumstance.

If the drivers are advised they are turning, the Company will have one (1) free
hour at the laypoint in which to turn the drivers provided there are safe and
sanitary shower facilities equipped with hot and cold water for showering. If
the drivers are not dispatched within the above mentioned one (1) hour period
after arrival they shall be paid for all time spent in excess of the one (1)
hour free time at the applicable rate.

If the team is relieved of duty on arrival and signs for eight (8) hours off and
then is recalled within four (4) hours, they shall be paid for all time spent.

                                       56

<PAGE>

                                                            ARTICLE 8, SECTION 8

Where sleeper teams are required to layover away from their home terminal,
layover paid shall commence following the tenth (10th) hour after the end of the
run. If the driver is held over the tenth (10th) hour the driver shall be
guaranteed two (2) hours pay in any event for the layover time. If the driver is
held over more than two (2) hours the driver shall receive layover pay for each
hour up to eight (8) hours in the first eighteen (18) hours of layover period,
commencing after the run ends. The same principle shall apply to each succeeding
eighteen (18) hours, and layover pay shall commence after the tenth (10th) hour.

      E. ABUSE OF FREE TIME

Whenever any employer arbitrarily abuses the free time allowed in this section,
then this shall be considered a dispute and the same shall be subject to the
grievance machinery.

      F. MARK-OFF PROCEDURE FOR NON-SCHEDULED SLEEPER CAB DRIVERS

In the event the Company and the Local Union are unable to agree to a mark-off
procedure, the following shall apply.

      1. For the purposes of time off, one thousand (1000) tractor miles equals
one (1) sleeper trip. (for each driver)

      2. After the completion of four (4) consecutive trips, the drivers will be
entitled to forty-eight (48) hours off, plus an additional eight (8) hours rest.
The drivers may waive the forty-eight (48) hours off.

      3. After the completion of six (6) consecutive trips the drivers will be
entitled to seventy-two (72) hours off, plus an additional eight (8) hours rest.
Drivers entitled to such time off privileges may at their option, exercise time
off privilege at the completion of either the sixth (6th), eighth (8th), or
tenth (10th) trips. An extra board team that exercises their maximum time off
after the eighth (8th) or tenth (10th) trip is subject to no more than fifteen
percent (15%) of the active board off at one time.

      4. Where drivers fail to exercise time off privilege after the tenth
(10th) trip, they shall forfeit such time off and the cycle will revert back to
subsection 2.

                                       57

<PAGE>

ARTICLE 8, SECTION 8

      5. Time off privileges may be exercised only at the completion of the
fourth (4th), sixth (6th), eighth (8th) or tenth (10th) trips upon the drivers
returning home. An extra board team that exercises their maximum time off after
the eighth (8th) or tenth (10th) trip is subject to no more than fifteen percent
(15%) of the active board off at one time. A driver shall not be denied the time
off in accordance with the fifteen percent (15%) rule more than once prior to
receiving such time off.

      6. The only exception to the above is that the Employer shall provide in
the dispatch rules and/or procedures for thirty-six (36) consecutive hours off
duty at the home terminal at least once a week unless otherwise agreed to,
provided the driver has been on the board and required to be available.

      7. Where only one driver of an established team marks off for any reason,
other than "9" below, he shall remain off until his partner returns to the home
terminal, except as mutually agreed.

      8. In those instances where an extra board driver makes a combination of
single operation and sleeper operation trips each driver will earn one tour for
each one thousand (1000) tractor miles while on a sleeper trip.

      9. Bid team drivers must take their earned time off at the same time as
outlined above,

      10. Sleeper drivers are entitled to ten (10) hours off duty at their home
domicile upon the completion of each round trip exclusive of the two (2) hour
call.

      H. BEDDING AND LINEN

Bedding and fresh linen, excluding pillows, for sleeper cabs shall be furnished
and maintained by the Employer in a clean and sanitary condition. Complaints
with respect to width, depth, and condition of mattresses shall be subject to
the grievance procedure.

      I. SLEEPER CAB EQUIPMENT

All sleeper cab equipment must be provided with air conditioning and heating
appliances in accordance with Article 16, Section 6 of this Agreement. In the
event of mechanical failure of such air conditioning and heating appliances,
repairs shall be made at the first

                                       58

<PAGE>

                                                            ARTICLE 8, SECTION 8

point of repair en route where qualified, certified service and parts are
available. Drivers shall be paid for all time waiting for repairs to be made to
heating appliances. In the event an air conditioning appliance becomes
inoperable, the time necessary to complete the repairs cannot cause an
unreasonable delay in the movement of freight and therefore will be limited to
three (3) hours, for which drivers will be paid. In the event parts and/or
qualified, certified service are not available, necessary repairs shall be
completed prior to the equipment being dispatched from the next scheduled point
of dispatch.

      J. SLEEPER CAB OCCUPANTS

Only two (2) drivers shall be permitted in the sleeper cab equipment at any one
time except in the case of emergency, an act of God, or where new type equipment
is put into operation. In no event shall a master driver be in the cab in
addition to the two (2) regular drivers for more than 300 miles or ten (10)
hours.

      K. METHOD OF DISPATCH AT FOREIGN DOMICILES

Foreign domiciled sleeper teams shall be placed on a common rotating wheel at
the time they arrive at a foreign domicile and shall be dispatched off that
wheel on a first-in first-out basis; provided however, a team may be dispatched
out of rotation when receiving a direct dispatch back to their home domicile.
Such direct dispatch may include a drop and pick en route. When more than one
team from a common home domicile is on the foreign wheel, the first team in
shall be the team dispatched out of rotation.

Sleeper teams who are put to bed at a foreign domicile shall be dispatched in
accordance with the procedure herein; provided however, it shall not be a
violation or the basis of a runaround claim, when a foreign team, whose home
domicile is common to that of another team who is in bed at the foreign
domicile, has been pre-dispatched on a via through the foreign domicile en route
to their home domicile. A foreign team may not however, be dispatched from a
home domicile to a foreign domicile and then back to their home domicile (A-B-A)
when another team from the same home domicile is in bed at the foreign domicile.

                                       59

<PAGE>

ARTICLE 8, SECTION 8

      L. FOREIGN POWER COURTESY DISPATCH

It shall not be a violation or the basis for a runaround when a sleeper team is
dispatched on a via through a foreign domicile where other sleeper teams or
single drivers are domiciled when continuing in motion over their designated
sleeper lane, or being dispatched to their home domicile.

      M. NATIONAL SLEEPER CAB GRIEVANCE COMMITTEE

The parties shall establish a National Sleeper Committee composed of four (4)
union representatives appointed by the Chairman of TNFINC and four (4) Employer
representatives appointed by the Employer Chairman of the National Grievance
Committee. The National Sleeper Committee shall establish rules of procedure to
govern the manner in which proposed sleeper operations are to be heard,
procedures for resolving sleeper issues and procedures for establishing
prehearing guidelines. Any grievance concerning the application or
interpretation of this section shall be referred to the National Sleeper
Committee for resolution. If the National Sleeper Committee is unable to reach a
decision on an interpretation or grievance, the issue will be referred to the
National Grievance Committee.

                                   ARTICLE 9.

                              PROTECTION OF RIGHTS

SECTION 1. PICKET LINES: SYMPATHETIC ACTION

It shall not be a violation of this Agreement, and it shall not be cause for
discharge, disciplinary action or permanent replacement in the event an employee
refuses to enter upon any property involved in a primary labor dispute, or
refuses to go through or work behind any primary picket line, including the
primary picket line of Unions party to this Agreement, and including primary
picket lines at the Employer's places of business.

SECTION 2. STRUCK GOODS

It shall not be a violation of this Agreement and it shall not be cause for
discharge, disciplinary action or permanent replacement if any

                                       60

<PAGE>

                                                            ARTICLE 9, SECTION 2

employee refuses to perform any service which his/her Employer undertakes to
perform as an ally of an Employer or person whose employees are on strike and
which service, but for such strikes, would be performed by the employees of the
Employer or person on strike.

SECTION 3.

Subject to Article 32 - Subcontracting, hereof, the Employer agrees that it will
not cease or refrain from handling, using, transporting, or otherwise dealing in
any of the products of any other Employer or cease doing business with any other
person, or fail in any obligation imposed by the Motor Carriers Act or other
applicable law, as a result of individual employees exercising their rights
under this Agreement or under law, but the Employer shall, notwithstanding any
other provision in this Agreement, when necessary, continue doing such business,
including pickup or delivery to or from the Employer's terminal and to or from
the premises of a shipper or consignee.

SECTION 4.

The layover provision of the applicable Supplemental Agreement shall apply when
the Employer knowingly dispatches a road driver to a terminal at which a primary
picket line has been posted as a result of the exhaustion of the grievance
procedure, or after proper notification of a picket line permitted by the
collective bargaining agreement, or economic strikes occurring after the
expiration of collective bargaining agreements, or to achieve a collective
bargaining agreement. In such event and upon his/her request, a driver shall be
provided first class public transportation to his/her home terminal, plus be
paid a minimum of eight (8) hours or actual time spent while returning,
whichever is greater. The Employer shall determine the mode of transportation to
be utilized.

                                   ARTICLE 10.

                                 LOSS OR DAMAGE

SECTION 1.

In the event loss, damage or theft of freight, equipment, materials, or supplies
is incurred as a direct result of a willful gross negligent

                                       61

<PAGE>

ARTICLE 10, SECTION 1

act by an employee in the performance of assigned work, when such act knowingly
may result in such loss, damage or theft, the employee may be held responsible
for such acts and may be required to assume liability for any such loss, damage
or theft, in whole or in part. The term "willful, gross negligent acts" is
intended to describe independent actions of any employee who knowingly violates
established rules or policies that, when adhered to, clearly prevent loss,
damage or theft described herein. Employees shall not be held responsible or
required to assume liability for loss or damage or theft unless clear proof of
willful, gross negligence is shown. In no event will an employee be held
responsible for, or required to assume any liability for any loss, damage or
theft when performing assigned work in a manner as specifically instructed by a
supervisor. This Article shall not be utilized in any manner to hold an employee
liable for any loss or damage of equipment under any conditions or for any
damage to cargo as a result of a vehicular accident.

SECTION 2.

Prior to an employee being charged with the responsibility and liability for any
loss, damage or theft because of willful gross negligent acts on the part of the
employee, a hearing shall be held with the Local Union, the employee and the
Employer. Employees who are found to be liable and required to make restitution
for such liability, shall not then be subject to any further disciplinary
action. Any disputes between the parties may be referred to the grievance
procedure of the applicable Area Supplemental Agreement and the National Master
Freight Agreement.

                                   ARTICLE 11.

                               BONDS AND INSURANCE

SECTION 1.

Should the Employer require any employee to give bond, cash bond shall not be
compulsory, and any premium involved shall be paid by the Employer. The primary
obligation to procure the bonds shall be on the Employer. If the Employer cannot
arrange for a bond within ninety (90) days, it must so notify the employee in
writing. Failure to so notify shall relieve the employee of the bonding
requirement.

                                       62

<PAGE>

                                                           ARTICLE 11, SECTION 1

If proper notice is given, the employee shall be allowed thirty (30) days from
the date of such notice to make his/her own bonding requirements, standard
premiums only on said bond to be paid by the Employer. A standard premium shall
be that premium paid by the Employer for bonds applicable to all other of its
employees in similar classifications. Any excess premium is to be paid by the
employee. Cancellation of a bond after once issued shall not be cause for
discharge unless the bond is cancelled for cause which occurs during working
hours, or due to the employee having given a fraudulent statement in obtaining
said bond.

Every driver must maintain a valid chauffeur's license and be covered by
insurance. If an Employer cannot cover a driver under an existing fleet policy,
the Employer will promptly apply to the state assigned risk-pool to provide any
comparable coverage. During the pendency of the application and until insurance
is obtained, the driver will not be terminated, but will be taken out of driving
service. When any comparable insurance is obtained, the employee will be
responsible for paying any excess over the standard charges.

SECTION 2. CORPORATE OWNED LIFE INSURANCE

The Employer will not own and/or be the beneficiary of any life insurance policy
on the life or lives of any members of the bargaining unit without obtaining the
explicit authorization of the Teamsters National Master Freight Negotiating
Committee and the individual affected employees.

                                   ARTICLE 12.
                                    UNIFORMS

The Employer agrees that if any employee is required to wear any kind of uniform
as a condition of his/her continued employment, such uniform shall be furnished
and maintained by the Employer, free of charge, at the standard required by the
Employer. Said uniforms shall be made in the United States by union vendors, if
possible, and will have the Teamster emblem appropriately applied.

The Employer shall replace all clothing, glasses, hearing aids and/or dentures
not covered by company insurance or worker's compensation which are destroyed or
damaged in a wreck or fire with company equipment.

                                       63

<PAGE>

ARTICLE 12

The Employer has the right to establish and maintain reasonable standards for
wearing apparel and personal grooming.

The following provisions shall govern the wearing of shorts, unless the Employer
and Local Union has a prior existing practice:

During the period May 1, through September 30, employees shall be allowed to
wear appropriate shorts, subject to the guidelines set forth herein. Appropriate
shorts shall be defined as walking or Bermuda style shorts with at least two (2)
pockets and belt loops and which cannot be shorter than two (2) inches above the
knee, properly hemmed at the bottom and of a conservative basic solid color,
(black, blue, brown or green). Socks and appropriate foot wear must be worn at
all times.

Short shorts, cut offs, unhemmed, athletic, gym, biking, spandex and calf length
shorts shall not be allowed.

                                   ARTICLE 13.
                                   PASSENGERS

No driver shall allow anyone, other than employees of the Employer who are on
duty, to ride on his truck except by written authorization of the Employer, or
except in cases of emergency arising out of disabled commercial equipment or an
Act of God. No more than two (2) people shall ride in the cab of a tractor
unless required by government agencies or the necessity of checking of
equipment. This shall not prohibit drivers from picking up other drivers,
helpers or others in wrecked or broken down motor equipment and transporting
them to the first (1st) available point of communication, repair, lodging or
available medical attention. Nor shall this prohibit the transportation of other
drivers from the driver's own company at a delivery point or terminal to a
restaurant for meals.

                                  ARTICLE 14.
                               COMPENSATION CLAIMS

SECTION 1. COMPENSATION CLAIMS

      (a) The Employer agrees to cooperate toward the prompt disposition

                                       64

<PAGE>

                                                           ARTICLE 14, SECTION 1

of employee on-the-job injury claims. The Employer shall provide worker's
compensation protection for all employees even though not required by state law,
or the equivalent thereof, if the injury arose out of or in the course of
employment. No employee will be disciplined or threatened with discipline as a
result of filing an on-the-job injury report. The Employer or its designee shall
not visit an injured worker at his/her home without his/her consent.

      (b) At the time an injury report is turned in, the Employer shall provide
the injured employee with an information sheet briefly outlining the procedure
for submitting a worker's compensation claim to include the name, address and
phone number of the company's worker's compensation representative and other
pertinent information relative to claim payment.

      (c) An employee who is injured on the job, and is sent home, or to a
hospital, or who must obtain medical attention, shall receive pay at the
applicable hourly rate for the balance of his/her regular shift on that day. An
employee who has returned to his/her regular duties after sustaining a
compensable injury who is required by the worker's compensation doctor to
receive additional medical treatment during his/her regularly scheduled working
hours shall receive his/her regular hourly rate of pay for such time. Where not
prohibited by state law, employees who sustain occupational injury or illness
shall be allowed to select a physician of their own choice and shall notify the
Employer in writing of such physician.

      (d) Road drivers sustaining an injury while being transported in
company-provided transportation for Company purposes at a layover terminal shall
be considered as having been injured on the job.

      (e) In the event that an employee sustains an occupational illness or
injury while on a run away from his/her home terminal, the Employer shall
provide transportation by bus, train, plane, or automobile to his/her home
terminal if and when directed by a doctor.

      (f) The Employer agrees to provide any employee injured locally
transportation at the time of injury, from the job to the medical facility and
return to the job, or to his/her home if required.

      (g) In the event of a fatality arising in the course of employment, while
away from the home terminal, the Employer shall return the deceased to his/her
home at the point of domicile.

                                       65

<PAGE>

ARTICLE 14, SECTION 1

      (h) The Employer may publish reasonable safety rules and procedures and
provide the Local Union with a copy. Failure to observe such reasonable rules
and/or procedures shall subject the employee to disciplinary action in
accordance with the disciplinary procedures in the applicable Supplemental
Agreement. However, the time limitation relative to prior offenses shall be
waived to permit consideration of the employee's entire record of failure to
observe reasonable safety rules and/or procedures resulting in lost time
personal injuries. This provision does not apply to vehicular accidents.

When issuing progressive discipline under the terms and conditions of Article 14
Section 1(h), it is understood that the time limitation relative to prior
offenses of failure to observe reasonable safety rules and/or procedures
resulting in lost time injuries is waived and may be included in the
disciplinary process.

However it is also understood that when an employer issues progressive
discipline, the employer shall not utilize prior discipline that is in excess of
three (3) years old when issuing additional progressive discipline, unless the
employee has shown a pattern of failure to observe reasonable safety rules
and/or procedures resulting in lost time injuries.

SECTION 2. MODIFIED WORK

      (a) The Employer may establish a modified work program designed to provide
temporary opportunity to those employees who are unable to perform their normal
work assignments due to a disabling on-the-job injury. Recognizing that a
transitional return-to-work program offering both physical and mental
therapeutic benefits will accelerate the rehabilitative process of an injured
employee, modified work programs are intended to enhance worker's compensation
benefits and are not to be utilized as a method to take advantage of an employee
who has sustained an industrial injury, nor are they intended to be a permanent
replacement for regular employment.

An active employee, who is injured on the job, qualifies for workers'
compensation benefits and is subsequently laid off, will continue to receive
compensation payments and benefits for the period provided by his/her
supplement.

      (b) Implementation of a modified work program shall be at the

                                       66

<PAGE>

                                                           ARTICLE 14, SECTION 2

Employer's option and shall be in strict compliance with applicable federal and
state worker's compensation statutes. Acceptance of modified work shall be on a
voluntary basis at the option of the injured employee. However, refusal to
accept modified work by an employee, otherwise entitled to worker's compensation
benefits, may result in a loss or reduction of such benefits as specifically
provided by the provisions of applicable federal or state worker's compensation
statutes. Employees who accept modified work shall continue to be eligible to
receive "temporary partial" worker's compensation benefits as well as all other
entitlements as provided by applicable federal or state worker's compensation
statutes.

Employees who need additional medical and/or physical therapy may go for such
treatments during scheduled hours for modified work whenever practical and
reasonable.

      (c) At facilities where the Employer has a modified work program in place,
temporary modified assignments shall be offered in seniority order to those
regular full time employees who are temporarily disabled due to a compensable
worker's compensation injury and who have received a detailed medical release
from the attending physician clearly setting forth the limitations under which
the employee may perform such modified assignments. Once a modified work
assignment is made and another person is injured, the second person must wait
until a modified work opening occurs, regardless of seniority. All modified work
assignments must be made in strict compliance with the physical restrictions as
outlined by the attending physician. All modified work program candidates must
be released for eight (8) hours per day, five (5) days per week. The Employer at
its option, may make a modified work offer of less than eight (8) hours per day
where such work is expected to accelerate the rehabilitative process and the
attending physician recommends that the employee works back to regular status or
up to eight (8) hours per day by progressively increasing daily hours. A copy of
any release for modified work must be given to the employee before the modified
work assignment begins.

It is understood and agreed that those employees who, consistent with
professional medical evaluations and opinion, may not be expected to receive an
unrestricted medical release, or whose injury has been medically determined to
be permanent and stationary, shall not be eligible to participate in a modified
work program.

                                       67

<PAGE>

ARTICLE 14, SECTION 2

In the event of a dispute related to conflicting medical opinion, such dispute
shall be resolved pursuant to established worker's compensation law and/or the
method of resolving such matters as outlined in the applicable Supplemental
Agreement. In the absence of a provision in the Supplemental Agreement, the
following shall apply:

When there is a dispute between two (2) physicians concerning the release of an
employee for modified work, such two (2) physicians shall immediately select a
third (3rd) neutral physician within seven (7) days, who shall possess the same
qualifications as the most qualified of the two selecting physicians, whose
opinion shall be final and binding on the Employer, the Union and the employee.
In the event the availability of a qualified physician is in question, the Local
Union and the Company shall resolve such matter by selecting the third (3rd)
physician whose opinion shall be final and binding. The expense of the third
(3rd) physician shall be equally divided between the Employer and the Union.
Disputes concerning the selection of the neutral physician or back wages shall
be subject to the grievance procedure.

For locations where the Employer intends to implement a modified work program or
has a modified work program in place, the Local Union shall be provided with a
copy of the current form(s) being used for employee evaluation for release and
general job descriptions. This information shall be general in nature, not
employee specific.

When a modified work assignment is made, the employee shall be provided with the
hours and days he/she is scheduled to work as well as the nature of the work to
be performed in writing. A copy of this notice shall also be submitted to the
Local Union.

An employee who is placed in a modified work position may be subject to medical
evaluation(s) by a physician selected by the Employer to determine if the
modified work being performed is accelerating the rehabilitative process as
anticipated by Section 2 above. In the event such medical evaluation(s)
determine that the rehabilitative process is not being accelerated, the employee
shall have the right to seek a second opinion from a physician of his choosing.
Any disputes regarding conflicting medical claims shall be resolved in
accordance with the provisions outlined above. The employee may be removed from
the modified work program based

                                       68

<PAGE>

                                                           ARTICLE 14, SECTION 2

upon final medical findings under this procedure. Employees so removed shall not
have their worker's compensation benefits affected because of such removal. In
the event the employee's temporary disability worker's compensation benefit is
subject to reduction by virtue of an applicable Federal or State statute, the
Employer shall pay the difference between the amount of the reduced temporary
worker's compensation benefit to which the employee would be entitled.

      (d) Modified work shall be restricted to the type of work that is not
expected to result in a re-injury and which can be performed within the medical
limitations set forth by the attending physician. In the event the employee, in
his/her judgment, is physically unable to perform the modified work assigned,
he/she shall be either reassigned modified work within his/her physical
capabilities or returned to full "temporary total" worker's compensation
benefits. In the event a third (3rd) party insurance carrier refuses to
reinstate such employee to full temporary total disability benefits, the
Employer shall be required to pay the difference between the amount of the
benefit paid by such third (3rd) party insurer and full total temporary
disability benefits. Determination of physical capabilities shall be based on
the attending physicians medical evaluation. Under no conditions will the
injured employee be required to perform work at that location subject to the
terms and conditions of the National Master Freight Agreement or its Area
Supplemental Agreements. Prior to acceptance of modified work, the affected
employee shall be furnished a written job description of the type of work to be
performed.

      (e) The modified workday and workweek shall be established by the Employer
within the limitations set forth by the attending physician. However, the
workday shall not exceed eight (8) hours, inclusive of coffee breaks where
applicable and exclusive of a one-half (1/2) hour meal period and the workweek
shall not exceed forty (40) hours, Monday through Friday, or Tuesday through
Saturday, unless the nature of the modified work assignment requires a scheduled
workweek to include Sunday. Whenever possible, the Employer will schedule
modified work during daylight hours, Monday through Friday, or during the same
general working hours and on the same workweek that the employee enjoyed before
he/she became injured. In the case of an employee whose workdays and/or hours
routinely varied, the Employer will schedule the employee

                                       69

<PAGE>

ARTICLE 14, SECTION 2

based on the availability of the modified assignment being offered. Any alleged
abuse of the assignment of workdays and work hours shall be subject to the
grievance procedure.

      (f) Modified work time shall be considered as time worked when necessary
to satisfy vacation and sick leave eligibility requirements as set forth in the
National Master Freight Agreement and/or its applicable Area Supplemental
Agreements. In addition to earned vacation pay as set forth in the applicable
Area Supplemental Agreements, employees accepting modified work shall receive
prorated vacation pay for modified work performed based on the weekly average
modified work pay. The only time modified work is used in prorating vacation is
when the employee did not qualify under the applicable Supplemental Agreement.

Holiday pay shall first be paid in accordance with the provisions of the
applicable Supplemental Agreement as it relates to on-the-job injuries. Once
such contractual provisions have been satisfied, holidays will be paid at the
modified work rate which is the modified work wage plus the temporary partial
disability benefit.

Sick leave and funeral leave taken while an employee is performing modified work
will be paid at the modified work rate, which is the modified work wage plus the
temporary partial disability benefit. Unused sick leave will be paid at the
applicable contract rate where the employee performed modified work and
qualified for the sick leave during the contract year.

      (g) The Employer shall continue to remit contributions to the appropriate
health & welfare and pension trusts during the entire time period employees are
performing modified work. The payment of health & welfare and pension
contributions while the employee is on modified work is not included in the
health & welfare and pension contributions required by the Supplement when an
employee is off work on worker's compensation. Continuation of such
contributions beyond the period of time specified in the Supplemental Agreement
for on-the-job injury shall be required. Provisions of this Section shall not be
utilized as a reason to disqualify or remove an employee from the modified work
program.

      (h) Employees accepting modified work shall receive temporary partial
benefits as determined by each respective state worker's compensation law, plus
a modified work wage when added to such

                                       70

<PAGE>

                                                           ARTICLE 14, SECTION 2

temporary partial benefit, shall equal not less than eighty-five percent (85%)
of forty (40) hours' pay he/she would otherwise be entitled to under the
provisions of the applicable Area Supplemental Agreement for the first six (6)
months from the date the modified work assignment commences. After this initial
six (6) month period, the percentage shall increase to ninety percent (90%) for
the duration of each individual modified work assignment. The Employer shall not
refuse to assign modified work to employees based solely on such employees
reaching the ninety percent (90%) wage level. Such refusal shall be considered
an abuse of the program and shall be subject to the grievance procedure.
Modified work assignments beginning or ending within a workweek shall be paid on
a prorated basis; one (1) day equals one-fifth (1/5th).

      (i) Employees accepting modified work shall not be subject to disciplinary
action provisions of the Supplemental Agreements unless such violation involves
an offense for which no prior warning notice is required under the applicable
Supplemental Agreement (Cardinal Sins). Additionally, the provisions of Article
35, Section 3(a), shall apply.

      (j) Alleged abuses of the modified work program by the Employer and any
factual grievance or request for interpretation concerning this Article shall be
submitted directly to the Regional Joint Area Committee. Proven abuses may
result in a determination by the National Grievance Committee that would
withdraw the benefits of this Article from that Employer, in whole or in part,
in which case affected employees shall immediately revert to full worker's
compensation benefits.

SECTION 3. AMERICANS WITH DISABILITIES ACT

The Union and the Employer recognize their obligations under the Americans with
Disabilities Act. It is agreed that the Employer shall determine whether an
employee is a qualified individual with a disability under the ADA and, if so,
what reasonable accommodations, if any, should be provided. In the event that
the Employer determines that a reasonable accommodation is necessary, the
Employer shall notify the Local Union before providing the reasonable
accommodation to a qualified bargaining unit employee to ensure that the
reasonable accommodation selected by the

                                       71

<PAGE>

ARTICLE 14, SECTION 3

Employer does not impact another employee's seniority or other contract rights.

Any dispute over whether the Employer complied with its duty to notify the Local
Union before implementing a proposed reasonable accommodation or whether
providing the reasonable accommodation violates any employee's rights under any
other provision of the NMFA shall be subject to the grievance procedure.
Disputes over whether the Employer has complied with its legal requirements
under the ADA, including the ADA requirements to provide a reasonable
accommodation, however, shall not be subject to the grievance procedure.

                                   ARTICLE 15.

                                 MILITARY CLAUSE

Employees in service in the uniformed services of the United States, as defined
by the provisions of the Uniform Services Employment and Reemployment Rights Act
(USERRA), Title 38, U.S. Code Chapter 43, shall be granted all rights and
privileges provided by USERRA and/or other applicable state and federal laws.
This shall include continuation of health coverage to the extent required by
USERRA, and continuation of pension contributions for the employee's period of
service as provided by USERRA. Employee shall be subject to all obligations
contained in USERRA which must be satisfied for the employees to be covered by
the statute.

In addition to any contribution required under USERRA, the Employer shall
continue to pay health & welfare contributions for regular active employees
involuntarily called to active duty status from the military reserves or the
National Guard for military-related service, excluding civil domestic
disturbances or emergencies. Such contributions shall only be paid for a maximum
period of eighteen (18) months.

                                       72

<PAGE>

                                                                      ARTICLE 16

                                   ARTICLE 16.

                          EQUIPMENT, SAFETY AND HEALTH

PREAMBLE

It is agreed that all parties covered by this Agreement shall comply with all
applicable federal, state and local regulations pertaining to worker safety and
health and subjects covered by Article 16. Failure to do so shall be subject to
the grievance procedure, in accordance with Articles 7 and 8 of the NMFA, and
any other remedies prescribed by law after the procedures contained in this
Agreement are exhausted. Class A casual mechanics will not be allowed to sign
off safety related write ups.

SECTION 1. SAFE EQUIPMENT

The Employer shall not require employees to take out on the streets or highways
any vehicle that is not in a safe operating condition, including, but not
limited to, equipment which is acknowledged as overweight or not equipped with
the safety appliances prescribed by law. It shall not be a violation of this
Agreement or basis for discipline where employees refuse to operate such
equipment unless such refusal is unjustified.

It shall also not be a violation of this Agreement or considered an unjustified
refusal where employees refuse to operate a vehicle when such operation
constitutes a violation of any federal rules, regulations, standards, or orders
applicable to commercial motor vehicle safety or health, or because of the
employee's reasonable apprehension of serious injury to himself/herself or the
public due to the unsafe condition of such equipment. The unsafe conditions
causing the employee's apprehension of injury must be of such nature that a
reasonable person, under the circumstances then confronting the employee, would
conclude that there is a bona fide danger of an accident, injury, or serious
impairment of health, resulting from the unsafe condition. In order to qualify
for protection under this provision, the employee must have sought from the
Employer, and have been unable to obtain, correction of the unsafe condition.

All equipment which is refused because it is not mechanically sound or properly
equipped shall be appropriately tagged so that it cannot be used by other
employees until the maintenance department has

                                       73

<PAGE>

ARTICLE 16, SECTION 1

adjusted the complaint. After such equipment is repaired, the Employer shall
place on such equipment an "ok" in a conspicuous place so the employee can see
the same.

SECTION 2. DANGEROUS CONDITIONS

Under no circumstances will an employee be required or assigned to engage in any
activity involving dangerous conditions of work, or danger to person or property
or in violation of any applicable statute or court order, or in violation of a
government regulation relating to safety of person or equipment.

The term "dangerous conditions of work" does not relate to the type of cargo
which is hauled or handled.

SECTION 3. ACCIDENT REPORTS

Any employee involved in any accident or cargo spill incident, involving any
hazardous or potentially polluting product, shall immediately report said
accident or spill incident and any physical injury sustained. When required by
his/her Employer, the employee, before starting his/her next shift, shall make
out an accident or incident report in writing on forms furnished by the Employer
and shall turn in all available names and addresses of witnesses to the accident
or incident. The employee shall receive a copy of the accident or incident
report that he/she submits to his/her Employer. Failure to comply with this
provision shall subject such employee to disciplinary action by the Employer.

SECTION 4. EQUIPMENT REPORTS

Employees shall immediately, or at the end of their shift, report all defects of
equipment.

      (a) Such reports shall be made on a suitable form furnished by the
Employer and shall be made in multiple copies, one (1) copy to be retained by
the employee and one (1) copy to be made available for inspection by the next
driver operating the unit. Such copy will remain in the truck. Any alleged
violation of the above shall not be cause for refusal of the equipment, but
shall be subject to the grievance procedure. The Employer shall not ask or
require any employee to take out equipment that has been reported by any other
employee as being in an unsafe operating condition until the same

                                       74

<PAGE>

                                                           ARTICLE 16, SECTION 4

has been repaired or is certified by a mechanical department that no repairs are
needed and the unit is safe to drive.

      (b) When the occasion arises where an employee gives written report on
forms in use by the Employer of a vehicle being in an unsafe working or
operating condition and receives no consideration from the Employer, he/she
shall take the matter up with the officers of the Union who will take the matter
up with the Employer. However, in no event shall an employee be required to take
out on the streets or highways a vehicle that is not in a safe operating
condition or in violation of any federal rules, regulations, standards, or
orders applicable to commercial motor vehicle safety as provided in Section 1 of
this Article.

SECTION 5. QUALIFICATIONS ON EQUIPMENT

If the Employer or government agency requests a regular employee to qualify on
equipment requiring a classified or special license, or in the event an employee
is required to qualify (recognizing seniority) on such equipment in order to
obtain a better job opportunity with his/her Employer, the Employer shall allow
such regular employee the use of the equipment so required in order to take the
examination on the employee's own time.

Costs of such license required by a government agency will be paid for by the
employee.

An employee unable to successfully pass the DOT Commercial Driver's License
(CDL) examination will be allowed to take a leave of absence for a period not to
exceed one (1) year provided the employee makes a bona fide effort to pass the
test each time the opportunity presents itself.

Once obtained an employee must maintain his/her commercial driver's license with
required endorsements unless disqualified by regulatory mandate or documented
medical disability.

SECTION 6. EQUIPMENT REQUIREMENTS

      (a) All tractors must be equipped as necessary to allow the driver to
safely enter and exit the cab, and hook and unhook the air hoses. All equipment
used as city peddle trucks, and equipment regularly assigned to peddle runs,
must have steps or other similar device to enable drivers to get in and out of
the body. All twin trailers

                                       75

<PAGE>

ARTICLE 16, SECTION 6

used in LTL pick-up and delivery operation with roll up doors purchased after
April 1, 1985 shall be equipped with a hand hold and a DOT bumper which may
serve as a step.

All equipment purchased, ordered, and/or introduced to the Pickup and Delivery
operations after April 1, 2003 will be equipped with air-conditioning and will
be maintained in proper operating condition during the period of May 31st
through September 30th. The Company will not exceed two weeks in making
necessary air conditioning repairs during this period. It shall not be a
violation of this section to operate any unit while waiting for repairs.

      (b) The Employer shall install heaters and defrosters on all trucks and
tractors.

      (c) There shall be first-line tires on the steering axle of all road and
local pick-up and delivery power units.

      (d) All road equipment regularly assigned to the fleet shall be equipped
with an air-ride seat on the driver's side. Such equipment shall be maintained
in reasonable operating condition. All new air-ride seats shall oscillate and
have an adjustable lumbar support, height, backrest and seat tilt.

      (e) Tractors added to the road fleet and assigned to road operations on a
regular basis, whether newly manufactured or not newly manufactured, shall be
air conditioned.

      (f) When the Employer weighs a trailer, the over-the-road driver shall be
furnished the resulting weight information along with his/her driver's orders.

      (g) All company trailers shall be marked for height.

      (h) No driver shall be required to drive a tractor designed with the cab
under the trailer.

      (i) All road and city equipment shall have a speedometer operating with
reasonable accuracy.

      (j) The following minimum measurements for fuel tank placement shall apply
to tractors added to the fleet after March 1, 1981, with the understanding that
there shall be no retrofit of equipment currently in use: (1) front of fuel tank
to rear of front tire-not less than 4 inches; (2) rear of fuel tank to front of
duals-not less than 4 inches; (3) bottom of fuel tank to ground-provide
clearance not less

                                       76

<PAGE>

                                                           ARTICLE 16, SECTION 6

than 7.5 inches, measured on a flat surface; and (4) all fuel tank measurements
as stated herein include brackets, return lines, etc. in determining clearance.

Any alleged violation of the above requirements shall not be cause for refusal
of the equipment, but shall be subject to the grievance procedure as a safety
and health issue.

      (k) The following shall apply to shock absorbers on tractor front axles
with the purchase of newly manufactured tractors which are placed in service
after March 1, 1981, and with the understanding that there shall be no retrofit
of equipment currently in use:

Where the manufacturer recommends and provides shock absorbers as standard
equipment with the tractor front suspension assembly, properly maintained shocks
on such new equipment shall be considered as a necessary and integral part of
that assembly. Where the manufacturer does not recommend and provide shock
absorbers as standard equipment with the tractor front suspension assembly,
shocks shall not be considered as a necessary or integral part of that
suspension system.

Any alleged violation of the above, including maintenance of existing equipment,
shall not be cause for refusal of equipment but shall be subject to the
grievance procedure as a safety and health issue.

      (l)(1) The following shall apply for the minimum interior dimensions of
the sleeper berths on newly manufactured over-the-road tractors purchased and
placed in service after January 1, 1987.

      a. Length - 80 inches; b. Width - 34 inches; and, c. Height - 24 inches.

It is understood that a "manufacturing tolerance of error" of one inch (1") is
permissible, provided the original specifications were in conformity with the
above recommended dimensions. It is understood that there shall be no retrofit
of equipment currently in service.

      (2) Interior cab dimensions. Effective January 1, 1988, the Employer, in
placing orders for newly manufactured over-the-road tractors, shall request of
the manufacturer in writing that there will be compliance with as many of the
following October, 1985 SAE recommended practices as possible: J94l-E, J1052,
Jl521, J1522, J1517, J1516, and J1100. The carrier, upon request, will furnish

                                       77

<PAGE>

ARTICLE 16, SECTION 6

proof to the National Safety and Health Committee that a request was made to the
manufacturer for compliance with the aforementioned SAE recommended practices.

      (m) The Employer and the Union recognize the need for safe and efficient
twin-trailer operations. Accordingly, the parties agree to the following:

      (1) The Employer shall make available to all drivers involved in the
twin-trailer operations training in the proper procedures for the safe hooking
and unhooking of dollies and jiff-lox. Upon request, the Company will furnish to
the Union a copy of their training program.

      (2) Dollies and jiff-lox shall be counter-balanced or equipped with a
crank-down wheel to support the weight of the dolly tongue or jiff-lox. A handle
will also be provided on the tongue of the dolly or jiff-lox and shall be
maintained.

      (3) A tractor equipped with a pintle hook will be made available to
drivers required to drop and hook twin trailers or triples at closed terminals.

The Employer shall make a bona fide attempt to make a telephone available for
the driver at closed terminals during the trailer switch.

      (4) Whenever possible, the Company will hook up the heaviest trailer in
front in twin-trailer operations. In those instances where it is not possible
because of an intermediate drop of less than one hundred and fifty (150) miles
or scaling of the drive axle, the driver after driving the unit at any point on
the trip, determines, at his/her sole discretion, the unit does not handle
properly, may have the Company switch the unit or authorize the driver to switch
the unit and be paid for such time.

      (n)(1) There will be a moratorium on the purchase of diesel-powered
forklifts and sweepers.

      (2) It shall be standard work practice that every diesel-powered sweeper
shall be shut off whenever the operator leaves the seat. Under no circumstances
shall diesel-powered sweepers be allowed to idle when not attended.

      (3) Diesel-powered sweepers shall be tuned and maintained in accordance
with schedules recommended by their manufacturers.

                                       78

<PAGE>

                                                           ARTICLE 16, SECTION 6

The Employer shall provide copies of such recommendations to the Union upon
request.

      (4) Improperly maintained diesel-powered sweepers may produce visible
emissions after start-up. Therefore, any such diesel-powered sweeper that is
found to be smoking shall be taken out of service as soon as possible until
repairs are made and that condition corrected.

      (5) The Employer agrees to cooperate with those government and/or mutually
agreed private agencies in such surveys or studies designed to analyze the use
and operation of diesel-powered sweepers and diesel-powered sweeper emissions.

      (o) As of July 1, 1988, as new equipment is ordered or existing equipment
requires brake lining replacement, all brake linings shall be of non-asbestos
material where available and certifiable.

      (p) Slack adjuster equipment (snubbers) used in multiple trailer
operations, whether on the trailers or on the converters, shall be maintained in
proper working order. However, it shall not be a violation of this provision for
the unit to be pulled to the next point of repair if the snubber is inoperative.

      (q) Converter dollies may be pulled on public roads by bobtail tractors if
all of the following conditions are met:

      (1) Tractors used in this type of operation shall have a pintle hook
installed which has the proper weight capacity and is designed for highway use;

      (2) Neither supply nor control air lines are to be connected to the
converter dolly when being pulled by a bobtail tractor, and the tractor
protection valve shall be set in the normal bobtail position;

      (3) After October 1, 1991, tractors used to pull converter dollies bobtail
must be equipped with a type of bobtail proportioning valve (BPV) in the tractor
braking system, unless equipped with ABS;

      (4) It is further agreed such configuration must comply with state and
federal law.

      (r) All newly manufactured road tractors regularly assigned to the fleet
after July 1, 1991, shall be equipped with heated mirrors. All road tractors
ordered after April 1, 2003 shall be equipped with a power mirror on the
curbside. However, it shall not be a violation

                                       79

<PAGE>

ARTICLE 16, SECTION 6

of this provision for the tractor to be dispatched to the next Company point of
repair if the heated and/or power mirror is inoperative.

      (1) All new diesel tractors and new yard equipment shall be equipped with
vertical exhaust stacks.

      (2) All road and city tractors shall be equipped with large spot mirrors
(6" minimum) on both sides of the tractor by January 1, 1995.

      (3) All road tractors and switching equipment shall be equipped with an
operable light of sufficient wattage on the back of the cab.

      (4) All new road and city equipment shall have operable sun visors.

      (5) Seats on forklifts and sweepers shall be maintained in good repair.

      (6) On all road and city tractors, the cab door locks shall remain
operable and be properly maintained. Both parties agree that the Employer will
have reasonable time to repair the locks.

      (s) All newly manufactured city tractors regularly assigned to the city
pickup and delivery operation after July 1, 1991, shall be equipped with power
steering and an air-ride seat on the driver's side.

      (1) All new road and yard equipment shall have power steering.

      (2) All new forklifts and sweepers shall be equipped with power steering.

      (t) All hand trucks and pallet jacks shall be maintained in good repair.

      (u) All portable and mechanical dock plates shall be maintained in good
working condition.

      (v) The parties will maintain a safe and healthy working environment in
sleeper operations. The parties agree to establish a committee composed of four
(4) members each to review the comfort and/or safety aspects of sleeper berths
pertaining to ride. Such committee shall meet by mutual agreement of the
Co-chairmen as to time and place. The committee shall confer with appropriate
representatives of equipment manufacturers and/or other experts

                                       80

<PAGE>

                                                           ARTICLE 16, SECTION 6

on this subject as may be available. The intent of the committee is to identify
any problems with the comfort and/or safety aspects of sleeper berths pertaining
to ride that may exist, and through its deliberations with the manufacturers
and/or other experts, develop ways and means to correct such situations. The
committee shall report its findings and make recommendations to the National
Grievance Committee.

      (1) All new sleeper tractors purchased or leased after February 8, 1998,
shall, at a minimum, be equipped with the manufacturer's original equipment
standard dual heat/air conditioning systems. This is not intended to preclude
the Company from purchasing newer technology on future purchases, should such
become available prior to the expiration of this Agreement.

      (2) Bunk restraint strap/net buckles on sleeper equipment shall be mounted
on the entrance side of the sleeper berth by April 1, 1995.

      (3) New sleeper equipment purchased on or after April 1, 1995, shall be
equipped with a power window on the passenger's side of the cab that is operable
from the driver's side of the cab.

      (4) All sleeper cabs added to the Employer's fleet after April 1, 2003
will be walk-in sleeper berths.

This will not apply to triple runs as the length now prohibits. However, if and
when it becomes legal to run walk-in sleepers on triple lanes, all new equipment
ordered after that effective date will be equipped with walk-in sleeper berths.

      (w) Employee will not be required to climb on unguarded trailer roofs for
snow removal.

      (x) At least one vent on the sleeper to open front or back.

SECTION 7. NATIONAL SAFETY, HEALTH & EQUIPMENT COMMITTEE

      The Employer and the Union shall continue the National Safety, Health &
Equipment Committee. Such Committee shall be comprised of qualified
representatives to consider safety, health and equipment issues. The Committee
shall consult among themselves and/or with appropriate government agencies,
state and federal, on

                                       81

<PAGE>

ARTICLE 16, SECTION 7

matters involving all aspects of trucking operations safety and health and
issues related to equipment safety. Such Committee shall convene on a regular
basis, with an agenda to be agreed to by the respective chairmen.

Any grievance arising under this Article shall be processed through the Regional
Joint Area level in accordance with rules and procedures agreed to by the
National Safety, Health & Equipment Committee and approved by the National
Grievance Committee.

SECTION 8. HAZARDOUS MATERIALS PROGRAM

Parties must update the Hazardous Materials Program guidelines with the
understanding that the Union and the Employer will revise the hazardous
materials program and address only the mandated requirements.

SECTION 9. UNION LIABILITY

Nothing in this Agreement or its Supplements relating to health, safety or
training rules or standards shall create any liability or responsibility on
behalf of the Union for any job-related injury or accident to any employee or
any other person. Further, the Employer will not commence legal action against
the Union as a result of the Union's negotiation of safety standards contained
in this Agreement or failure to properly investigate or follow-up Employer
compliance with those safety standards.

SECTION 10. GOVERNMENT REQUIRED SAFETY & HEALTH REPORTS

The Employer shall provide, upon written request by the Local Union, a copy of
any occupational incident report that is required to be filed with a federal
government agency on safety and health subjects addressed by Article 16 only.
Such reports shall be free of charge for one (1) copy.

Employees and authorized Union representatives shall have access to written
occupational safety and health programs. Upon request, the Employer shall
provide one (1) copy of the programs to the authorized Union representative free
of charge.

                                       82

<PAGE>

                                                          ARTICLE 16, SECTION 11

SECTION 11. FACILITIES

Dock floors shall be maintained in good repair and reasonably free from
potholes.

Yards shall be maintained reasonably free from potholes and reasonably effective
dust control measures shall be implemented as necessary.

Breakrooms, and storage areas for linens, mattresses and individual towels shall
be maintained in a sanitary condition.

Restrooms and showers shall be maintained in a sanitary condition. Showers,
where provided, shall have body soap or other appropriate cleansing agents and
clean individual towels. The requirement to provide a shower which is maintained
in a sanitary condition is not satisfied by the availability of a Hazmat shower.

Suitable windshield/window cleaning materials shall be available to include a
long handled brush/squeegee.

                                   ARTICLE 17.

                                   PAY PERIOD

The Joint Area Committee or the National Grievance Committee and the Employer
may, by mutual agreement, waive the provisions of Local Supplements dealing with
pay periods upon a satisfactory showing of necessity by the Employer, provided
such waiver is not a violation of a state or federal law or regulation.

                                   ARTICLE 18.

                                 OTHER SERVICES

In the event an Employer, party to this Agreement, may require the services of
employees coming under the jurisdiction of this Agreement in a manner and under
conditions not provided for in this Agreement, then and in such instances the
Local Union and the Employer concerned may negotiate such matters for such
specific purposes, subject to the approval of the Multi-Region Change of
Operations Committee.

                                       83

<PAGE>

ARTICLE 18

The Parties recognize the need to attract and establish new business in the same
day, next day, and second day market, and to regain business lost to non-union
expedited carriers. To this end and for the purpose of competing effectively
against non-union carriers that are able to utilize employees without regard to
strict employee classifications, there shall be established a new position
(Premium Service Employee). The "Premium Service Employee" will operate in
accordance with the NMFA and its Supplemental Agreements and subject to the
final approval of the Multi-Region Change of Operations Committee.

                                   ARTICLE 19.

                                     POSTING

SECTION 1. POSTING OF AGREEMENT

A copy of this Agreement shall be posted in a conspicuous place in each garage
and terminal.

SECTION 2. UNION BULLETIN BOARDS

The Employer agrees to provide suitable space for the union bulletin board in
each garage, terminal or place of work. Postings by the Union on such boards are
to be confined to official business of the Union.

All Union bulletin boards must be glass encased and the steward and Business
Agent given a key. The Employer shall have 90 days to comply.

                                   ARTICLE 20.

                         UNION AND EMPLOYER COOPERATION

SECTION 1. FAIR DAY'S WORK FOR FAIR DAY'S PAY

The parties agree at all times as fully as it may be within their power to
cooperate so as to protect the long-range interests of the employees, the
Employers signatory to this Agreement, the Union and the general public served
by the members of the trucking industry party to this Agreement.

                                       84

<PAGE>

                                                           ARTICLE 20, SECTION 1

The Union and the Employer recognize the principle of a fair days work for a
fair days pay; that jobs and job security of employees working under this
Agreement are best protected through efficient and productive operations of the
Employer and the trucking industry; and that this principle shall be recognized
in the administration of this Agreement and its Supplements and the resolution
of all grievances thereunder.

SECTION 2. JOINT INDUSTRY DEVELOPMENT COMMITTEE

The parties recognize that the unionized LTL industry is losing market share and
jobs to competitors. The parties recognize that it is in the interest of the
Union and the Employers to return the LTL industry to health and to foster its
growth. Only if the industry prospers and grows will the industry's employees,
whom the Union represents, achieve true job and economic security. Only if the
industry prospers and grows will the industry have access to the resources it
needs to capitalize and be competitive.

Recognizing that returning the industry to health should be a cooperative,
long-term effort, the Teamsters National Freight Industry Negotiating Committee
("TNFINC") and the Employer Association agree to establish a Joint Industry
Development Committee to serve as a vehicle for this effort. The purpose of the
Committee will be to perform the following tasks: address the principles of an
intermodal truckload agreement as a means of capturing new market and creating
additional city/P&D jobs; develop data to evaluate and monitor industry and
competitor productivity, costs and operations; catalogue, compare and evaluate
work rules, practices and procedures among the various NMFA supplements and the
Employer Association's companies; make joint recommendations to the parties
about any changes in the NMFA and its supplements that the Committee believes
should be considered in the next round of negotiations for the new NMFA; solicit
grants for joint activities that benefit the industry and its bargaining unit
employees, such as driver training schools; and monitor pending legislation and
executive action on the national, state and local level that may affect the
welfare of the industry and, where appropriate, jointly recommend actions that
further the interests of the industry and its bargaining unit employees and
jointly present the views of the Joint Committee to legislative and executive
bodies.

                                       85

<PAGE>

ARTICLE 20, SECTION 2

The Committee shall operate as a labor-management committee within the meaning
of Section 302(c) (9) of the LMRA, as amended, established and functioning so as
to fulfill one or more of the purposes set forth in Section 6(c)(2) of the Labor
Management Cooperation Act of 1978. The Committee shall have the full support of
both the International Brotherhood of Teamsters and the Employer Association in
the Committee's efforts to identify problems, formulate plans to solve those
problems and, where appropriate, conduct joint activities designed to implement
the plans.

The Chairman of TNFINC will appoint five (5) Union representatives to the Joint
Committee. The Employer Association will appoint five (5) Employer
representatives to the Joint Committee. Appointments to the Joint Committee will
be made in a manner to assure that there are persons serving who are familiar
with the full range of operations undertaken by Employer Association's carriers
under all supplemental agreements. The Joint Committee shall meet at least
quarterly and may appoint continuing subcommittees to carry out specific tasks.
The Union and Employer representatives to the Joint Committee will establish
procedures for the operation of this Committee.

SECTION 3. BENEFITS JOINT COMMITTEE

The Union and the Employers will establish a Benefits Joint Committee to review
the provision of health & welfare and pension benefits to employees covered by
this Agreement. This Committee is charged with the critical responsibility of
ensuring that employee health & welfare and pension benefits are made available
to employees covered by the terms of the NMFA in a secure and costefficient
manner. It is anticipated that this Committee shall serve as a source of
continuing study regarding the most efficient manner of providing benefits to
covered employees. The Union and the Employers will establish procedures for the
operation of this Committee. The Committee will make periodic reports and
recommendations to TNFINC and TMI.

SECTION 4. NEW BUSINESS/JOB CREATION OPPORTUNITIES

The parties recognize that there may be new job opportunities in

                                       86

<PAGE>

                                                           ARTICLE 20, SECTION 4

markets and/or services not currently performed under the Agreement. During the
term of the Agreement, the Employer may propose to TNFINC a new business
opportunity which would increase Teamster jobs. The Employer's proposal to
TNFINC must contain a detailed description of the proposed new business
opportunity and the specific protections to ensure that the proposal will not
impact bargaining unit employees. In no event shall the Employer's new business
opportunity proposal have an adverse impact on existing bargaining unit
employees, the work performed by the bargaining unit, or violate any of the
bargaining unit employees' contract rights. The Employer's proposal must be
approved by TNFINC and by the Union Supplemental Negotiating Committees and
Local Unions in the Supplemental Areas where the proposed new business
opportunities exist.

                                   ARTICLE 21.

                                UNION ACTIVITIES

Any employee, member of the Union, acting in any official capacity whatsoever
shall not be discriminated against for his/her acts as such officer of the Union
so long as such acts do not interfere with the conduct of the Employer's
business, nor shall there be any discrimination against any employee because of
Union membership or activities.

A Union member elected or appointed to serve as a Union official shall be
granted a leave of absence during the period of such employment, without
discrimination or loss of seniority rights, and without pay.

                                   ARTICLE 22.

                                 OWNER-OPERATORS

In the event the Employer employs employee owner-operators, the Employer will
negotiate the wages, benefits and working conditions for these owner-operators
with TNFINC.

                                       87

<PAGE>

ARTICLE 23

                                   ARTICLE 23.

                            SEPARATION OF EMPLOYMENT

Upon discharge, the Employer shall pay earned wages due to the employee during
the first (1st) payroll department working day following the date of discharge.
Vacation pay for which the discharged employee is qualified shall be paid no
later than the first (1st) day following final determination of the discharge.

Upon a permanent terminal closing and/or cessation of operations, the Employer
shall pay all money due to the employee during the first (1st) payroll
department working day following the date of the terminal closing and/or
cessation of operations.

Failure to comply shall subject the Employer to pay liquidated damages in the
amount of eight (8) hour's pay for each day of delay. Upon quitting, the
Employer shall pay all money due to the employee on the next regular payday for
the week in which the resignation occurs.

                                   ARTICLE 24.

                       INSPECTION PRIVILEGES AND EMPLOYER
                           AND EMPLOYEE IDENTIFICATION

Authorized agents of the Union shall have access to the Employer's establishment
during working hours for the purpose of adjusting disputes, investigating
working conditions, collection of dues, and ascertaining that the Agreement is
being adhered to; provided, however, there is no interruption of the firm's
working schedule.

Company representatives, if not known to the employee, shall identify themselves
to employees prior to taking disciplinary action.

Safety or other company vehicles shall be identified when stopping company
equipment.

The Employer agrees to supply company identification to minimize the problem of
having to use their personal identification. It is agreed that new ID's will be
made within a twelve (12) month period of the new contract.

                                       88

<PAGE>

                                                                      ARTICLE 25

                                   ARTICLE 25.

                         SEPARABILITY AND SAVINGS CLAUSE

If any article or section of this Agreement or of any Supplements thereto should
be held invalid by operation of law or by any tribunal of competent
jurisdiction, or if compliance with or enforcement of any article or section
should be restrained by such tribunal pending a final determination as to its
validity, the remainder of this Agreement and of any Supplements thereto, or the
application of such article or section to persons or circumstances other than
those as to which it has been held invalid or as to which compliance with or
enforcement of has been restrained, shall not be affected thereby.

In the event that any article or section is held invalid or enforcement of or
compliance with which has been restrained, as above set forth, the parties
affected thereby shall enter into immediate collective bargaining negotiations
after receipt of written notice of the desired amendments by either Employer or
Union for the purpose of arriving at a mutually satisfactory replacement for
such article or section during the period of invalidity or restraint. There
shall be no limitation of time for such written notice. If the parties do not
agree on a mutually satisfactory replacement within sixty (60) days after
receipt of the stated written notice, either party shall be permitted all legal
or economic recourse in support of its demands notwithstanding any provisions of
this Agreement to the contrary.

                                   ARTICLE 26.

                         TIME SHEETS, TIME CLOCKS, VIDEO
                     CAMERAS, AND COMPUTER TRACKING DEVICES

SECTION 1. TIME SHEETS AND TIME CLOCKS

In over-the-road or line operations, the Employer shall provide and require the
employee to keep a time sheet or trip card showing the arrival and departure at
terminal and intermediate stops and cause and duration of all delays, time spent
loading and unloading, and same shall be turned in at the end of each trip. In
local cartage

                                       89

<PAGE>

ARTICLE 26, SECTION 1

operations, a daily time record shall be maintained by the Employer at its place
of business. All Employers who employ five (5) or more people at any terminal
shall have time clocks at such terminals.

Employees shall punch their own time cards.

The Employer shall maintain sign-in and sign-out records at terminals. All road
drivers must record their name, home domicile, origin, destination and arrival
and/or departure times. The Employer shall make available upon the written
request of a Local Union information regarding the destination of loads and/or
where loads were loaded within the time limits set forth in the grievance
procedure.

The Employer may substitute updated time recording equipment for time cards and
time sheets. However, a paper trail shall be maintained.

The Employer may computerize the sign-in and sign-out records. However, at all
times, the Union shall have reasonable access to a paper record of the sign-in
and sign-out records.

SECTION 2. USE OF VIDEO CAMERAS FOR DISCIPLINE AND DISCHARGE

The Employer may not use video cameras to discipline or discharge an employee
for reasons other than theft of property or dishonesty. If the information on
the video tape is to be used to discipline or discharge an employee, the
Employer must provide the Local Union, prior to the hearing, an opportunity to
review the video tape used by the Employer to support the discipline or
discharge. Where a Supplement imposes more restrictive conditions upon use of
video cameras for discipline or discharge, such restrictions shall prevail.

The Employer shall not install or use video cameras in areas of the Employer's
premises that violate the employee's right to privacy such as in bathrooms or
places where employees change clothing or provide drug or alcohol testing
specimens.

SECTION 3. COMPUTER TRACKING DEVICES

Computer tracking devices, commonly known as "Black Boxes", mandated by
regulations shall not be used for disciplinary purposes,

                                       90

<PAGE>

                                                           ARTICLE 26, SECTION 3

except in those incidents of violations of Federal Mandated Regulations or when
an employee has intentionally committed malicious damage to the Employer's
equipment or when an employee has unsafely operated the Employer's commercial
motor vehicles.

                                  ARTICLE 27.

                               EMERGENCY REOPENING

In the event of war, declaration of emergency, imposition of mandatory economic
controls, the adoption of national health care or any congressional or federal
agency action which has a significantly adverse effect on the financial
structure of the trucking industry or adverse impact on the wages, benefits or
job security of the employees, during the life of this Agreement, either party
may reopen the same upon sixty (60) day's prior written notice and request
renegotiation of the provisions of this Agreement directly affected by such
action.

Upon the failure of the parties to agree in such negotiations within the
subsequent sixty (60)-day period, thereafter, either party shall be permitted
all lawful economic recourse to support its request for revisions. If
governmental approval of revisions should become necessary, all parties will
cooperate to the utmost to attain such approval. The parties agree that the
notice provided herein shall be accepted by all parties as compliance with the
notice requirements of applicable law, so as to permit economic action at the
expiration thereof.

                                   ARTICLE 28.

                               SYMPATHETIC ACTION

In the event of a labor dispute between any Employer, party to this Agreement,
and any International Brotherhood of Teamsters Union, parties to this or any
other International Brotherhood of Teamsters' Agreement, during the course of
which dispute such Union engages in lawful economic activities which are not in
violation of this or such other Agreement, then any other affiliate of the
International Brotherhood of Teamsters, having an agreement with such Employer
shall have the right to engage in lawful economic activity

                                       91

<PAGE>

ARTICLE 28

against such Employer in support of the above first-mentioned Union
notwithstanding anything to the contrary in this Agreement or the International
Brotherhood of Teamsters' Agreement between such Employer and such other
affiliate, with all of the protection provided in Article 9.

                                   ARTICLE 29.

                               SUBSTITUTE SERVICE

SECTION 1. PIGGYBACK OPERATIONS

      (a) An Employer shall not use piggyback over the same route where the
Employer has established relay runs or through runs except to move overflow
freight or as otherwise provided in Section 3 herein.

      (b) It is recognized and agreed that there were two distinct and separate
types of rail operations in effect on April 1, 1994: (1) the use of rail to move
overflow freight; and (2) approved and/or agreed to rail operations.
Accordingly, the provisions of this Section 1 shall apply in its entirety to the
overflow rail operations. This Section 1 shall only apply to the approved and/or
agreed to rail operations to the extent it has been historically applied prior
to April 1, 1994.

If a driver is available (which includes the two (2)-hour period of time prior
to end of his/her rest period) at point of origin when a trailer leaves the yard
for the piggyback ramp, such driver's runaround compensation shall start from
the time the trailer leaves the yard. Available regular drivers at relay points
shall be protected against runarounds if a violation occurred at the point of
origin.

If the Employer does not have an over-the-road domicile at the point of origin,
the Employer shall protect against runaround the available drivers at the first
relay point over which the freight would normally move had it not been placed on
the rail. Available regular drivers at relay points shall be protected against
runaround if a violation occurred at the first relay point.

The Employer shall not reduce or fail to increase the road driver complement,
including the addition of equipment, at the point of origin for the purpose of
creating an overflow of freight to avoid the application of this Section.

                                       92
<PAGE>

                                                           ARTICLE 29, SECTION 1

      (c) When an Employer utilizes Piggyback operations as a substitute service
to deliver overflow loads and such substitute service is matched in both
directions (East to West and West to East or North to South and South to North),
it is understood and agreed by the parties that the Employer will be required to
add a sufficient number of employees and the necessary amount of equipment to
move trailers over the road when the volume of matched loads reaches a level to
insure efficient utilization of equipment and regular work opportunity for the
added employees.

It is the intent of the parties in this Section 1 to maximize the movement of
freight over the Employer's established relay runs, thereby minimizing the use
of substitute service.

The record keeping requirement set out in Section 2 below will provide the Union
with the basis of monitoring the use of such piggyback operation.

      (d) The Employer agrees the non-employee owner-operators, birdy-back,
fishy-back and barge operations will not be used over the same routes where the
Employer has established relay runs during the term of this Agreement.

SECTION 2. MAINTENANCE OF RECORDS

      (a) Trailers piggybacked as a substitute service as provided in Section 1
are to be signed in and signed out on the regular dispatch sheet in road
operations, and where there are no road operations sign-in and sign-out sheets
shall be maintained at an appropriate location, including trailers taken to and
from the rail yard by city employees. These sheets will be made available, upon
request, to the drivers for a period of thirty (30) days. The Employer shall
report in writing on a monthly basis to the Local Union at the rail origin
point, or in cases where there are no drivers domiciled at the rail origin point
to the Local Union at the first driver relay point affected, the number of
trailers put on the rail at the rail origin point. The Employer shall also
report the origin, destination, trailer/load number, trailer weight and the time
the trailer/load leaves the Employer's yard for the rail yard. The time limits
set forth in the Supplemental Agreement for filing claims based upon the monthly
report shall commence to run upon the receipt of the report by the Local Union.

                                       93

<PAGE>

ARTICLE 29, SECTION 2

      (b) With regard to use of substitute service as provided in Section 1,
full and complete records of handling, dispatch and movement of such units
system-wide shall be kept by the Employer and a report, which will include the
date of all outbound rail movement, all points of origin and destination, all
trailer numbers and the name of each railroad/routing, shall be sent on a
quarterly basis to the office of the National Freight Director and the affected
Area Regional Freight Director.

Where inspection of the records indicates that piggyback is being used as a
substitute for road operations, as defined in Section 1 of this Article, over an
established relay, rather than handling overflow traffic, the grievance
procedure may be invoked at the appropriate Regional Joint Area Committee by the
Regional Freight Coordinator or the office of the National Freight Director to
provide a reasonable remedy for the improper usage of piggyback, including the
revocation of the use of substitute service, for repeated violations over such
relay.

      (c) With regard to trailers moved on rail as an approved inter-modal
operations set forth in Section 3, the Employer shall report in writing on a
monthly basis to each Local Union affected, the number of trailers put on the
rail at the rail origin points of the approved intermodal operations. The
Employer shall also report the origin, destination, trailer/load number, trailer
weight and the time the trailer/load leaves the Employer's yard for the rail
yard.

In addition, the Employer shall, on a quarterly basis, send to the office of the
National Freight Director a report containing the total intermodal rail miles as
reported on line 6 of the Bureau of Transportation Statistics (BTS) Schedule 600
annual report and the total miles as reported on line 7 of the BTS Schedule 600
annual report.

SECTION 3. INTERMODAL SERVICE

      (a) The parties recognize that in 1991, Congress passed the Intermodal
Surface Transportation Efficiency Act of 1991 and declared the policy of the
United States to be one of promoting the development of a national intermodal
transportation system consisting of all forms of transportation in a unified,
interconnected manner. The parties have, therefore, entered into this Agreement
to enhance the Employer's opportunities to secure the benefits

                                       94

<PAGE>

                                                           ARTICLE 29, SECTION 3

which flow from this national policy of encouraging intermodal transportation,
including long-term stable and secure employment. At the same time, the parties
recognize the need to minimize and provide for the impact which intermodal
operations may have on certain employees covered by this Agreement.

      (B) USE OF INTERMODAL SERVICE

      1. Subject to the conditions set forth hereinafter, an Employer may
establish a new intermodal service over the same route where the Employer has
established relay runs or through runs.

Present relay or through operations may not be reduced, modified or changed in
any other manner as the result of the implementation of a new intermodal service
until such time as the proposed inter-modal operation has been approved by the
National Intermodal Committee. The Employer shall submit to the National
Intermodal Committee an application for approval which shall identify the road
operation(s) the intended intermodal service will reduce and/or eliminate; a
list identifying the name and seniority date of each driver affected by the
intended intermodal service(s); and a list by domicile of each of the road
drivers openings available.

In the event the National Intermodal Committee is unable to agree on whether or
not the Employer's proposed intermodal operations meet the criteria set forth
below, the proposed operation shall not be approved until such time as those
issues are resolved. This provision shall not be utilized as a method to delay
and/or deny a proposed intermodal operation when the criteria set forth below
have been clearly satisfied.

      (a) There shall be no more than two (2) intermodal changes approved during
the term of this Agreement; and

      (b) No more than ten (10) percent of the Employer's total active road
driver seniority list as of April 1, 1998 shall be affected by the intermodal
changes approved during the term of this Agreement.

In the event a proposed intermodal operation also includes the transfer of work
that is subject to the provisions of Article 8, Section 6, the proposed
intermodal operations and the transfer of work subject to Article 8, Section 6,
may be heard by a combined National Intermodal/Change of Operations Committee on
a joint record, and the seniority rights of all affected employees shall be
determined by

                                       95

<PAGE>

ARTICLE 29, SECTION 3

such Committee, which shall have the authority granted in Article 8, Section
6(g).

      2. An approved intermodal operation that provides service over established
relay and/or through operations shall include protection for all bid drivers
during each dispatch day and all extra board drivers during each dispatch week
at each of the affected domiciles.

For purposes of determining the weekly protection for extra board drivers, the
affected driver's average weekly earnings during the previous four (4) week
period in which the driver had normal earnings shall be considered the weekly
protection when violations occur.

      3. When transporting any shipment by intermodal service within the
Employer's terminal network, the Employer shall utilize its drivers subject to
the applicable respective area supplemental agreements to pickup such shipments
from the shipper at point of origin and/or the Employer's terminal and deliver
them to the applicable intermodal exchange point. The Employer also shall use
its drivers to deliver intermodal shipments to the consignee or the Employer's
terminal. A driver may be required to drive through other terminal service areas
to the intermodal exchange point to pickup and deliver intermodal shipments
without penalty.

      4. Total intermodal rail miles included on line 303 of Schedule 300 of the
BTS Annual Report shall not exceed 28 percent of the Employer's total miles as
reported on line 301 of Schedule 300 of the BTS Annual Report during any
calendar year. In the event inter-modal rail miles exceed this 28 percent
maximum, the Employer shall be required to remove an appropriate amount of
freight from the rail and add a corresponding number of drivers at each affected
domicile. Effective for Calendar Year 2005 and thereafter, the maximum amount of
rail miles as a percent of total miles as calculated above will be reduced from
28% to 26%.

The National Intermodal Committee shall establish rules and guidelines that will
allow the Union the opportunity to verify and audit the Employer's BTS rail
reports. In the event the Union establishes through the grievance procedure that
an Employer has falsified the BTS reports in order to increase the maximum
amount of intermodal rail miles permitted under this Article, the remedy for
such a violation shall include a cessation of the Employer's affected

                                       96

<PAGE>

                                                           ARTICLE 29, SECTION 3

intermodal service until such time as the issue has been resolved to the
satisfaction of the Union.

In the event the BTS rail and/or line haul miles reporting requirements are
modified and/or eliminated, the parties will meet to develop a substitute
reporting procedure consistent with those of the BTS.

      (C) JOB PROTECTIONS FOR CURRENT ROAD DRIVERS

      1. Rail operations that are subject to the provisions of Section 1(b)
above shall not result in the layoff or involuntary transfer of any driver at
any affected road driver domicile.

      2. During the term of this Agreement, an Employer shall be permitted no
more than two (2) Intermodal Changes whereby the Employer may reduce and/or
eliminate existing road operation(s) through the use of intermodal service. It
is specifically agreed that a total of no more than ten (10) percent of the
Employer's total active road driver seniority list as of April 1, 2003, shall be
affected by the Intermodal Changes during the term of this Agreement.

Any road driver who is adversely affected by an approved Intermodal Operation
and would thereby be subject to layoff, or who is on layoff at an affected
domicile at the time an Intermodal Operation is approved, shall be offered work
opportunity at other road driver domiciles within the Employer's system. The
Employer shall include in its proposed Intermodal Operations specific facts that
adequately support the Employer's claims that there will be sufficient freight
to support the work opportunities the Employer proposes at each gaining
domicile. In the event there is more than one (1) domicile involved, the drivers
adversely affected shall be dovetailed on a master seniority list and an
opportunity to relocate shall be offered on a seniority basis, subject to the
provisions of Article 8, Section 6. The "hold" procedures set forth in Article
8, Section 6 of the NMFA shall be applicable. Where the source of the proposed
work opportunity is presently being performed by bargaining unit employees over
the road, the Employer shall be required to make reasonable efforts to fill the
offered positions as set forth in Article 8, Section 6(d)(6).

Drivers who relocate under this provision shall be dovetailed on the applicable
seniority list at the domicile they bid into. Health & welfare

                                       97

<PAGE>

ARTICLE 29, SECTION 3

and pension contributions shall be remitted in accordance with the provisions of
Article 8, Section 6(a) and moving and lodging shall be paid in accordance with
Article 8, Section 6(c) of the NMFA.

It is understood and agreed that the intent of this provision is to provide the
maximum job security possible to those drivers affected by the use of intermodal
service. Therefore, the number of drivers on the affected seniority lists at
rail origin points at the time an intermodal change becomes effective shall not
be reduced during the term of this Agreement other than as may be provided in
subsequent changes of operations. Drivers on the affected seniority lists at
gaining domiciles at the time an intermodal change becomes effective, shall not
be permanently laid off during the term of this Agreement.

The senior driver voluntarily laid off at an intermodal losing domicile will be
restored to the active board each time foreign drivers or casuals (where
applicable) make ten (10) trips (tours of duty) within any thirty (30) calendar
day period on a primary run of such domicile, not affected by a Change of
Operations.

For the purposes of this Section, short-term layoffs (1) that coincide with
normal seasonal freight flow reductions that are experienced on a regional basis
and that include a reduction in rail freight that corresponds to the reduction
in truck traffic, or (2) that are incidental day-to-day layoffs due to reasons
such as adverse weather conditions and holiday scheduling, shall not be
considered as a permanent layoff. Layoffs created by a documented loss of a
customer shall not exceed thirty (30) days. Any layoff for reasons other than as
described above shall be considered as a permanent layoff. The Employer shall
have the burden of proving that a layoff is not permanent.

In order to ensure that the work opportunities of the drivers at the gaining
domiciles are not adversely affected by the redomiciling of drivers, the bottom
twenty-five percent (25%) of the drivers at a gaining domicile shall not have
their earnings reduced below an average weekly earnings of seven hundred dollars
($700). This seven hundred dollar ($700) average wage guarantee shall not start
until the fourth (4th) week following the implementation of the approved
Intermodal Change of Operation.

                                       98

<PAGE>

                                                           ARTICLE 29, SECTION 3

It is not the intent of this provision to establish a seven hundred dollar
($700) per week as an artificial base wage but rather a minimum guarantee. This
provision shall not preclude the short-term layoffs as defined above. The
Employer shall have the burden of proving that drivers at the gaining domiciles
have not had their work opportunities adversely affected by the redomiciling of
drivers.

The seven hundred dollar ($700) average wage guarantee shall be determined based
on the average four (4) weeks earnings of each active protected driver on the
bottom twenty-five percent (25%) of the seniority roster. When the earnings of
any active protected driver in the bottom twenty-five percent (25%) of the
seniority roster totals less than two thousand, eight hundred dollars ($2,800)
during each four (4) week period, the driver shall be compensated for the
difference between actual earnings and two thousand, eight hundred dollars
($2,800).

The four (4) week average shall be calculated each week on a "rolling" basis. A
"rolling" four (4) week period is defined as a base week and the previous three
consecutive weeks. Where an Employer makes a payment to an employee to fulfill
the guarantee, the amount paid shall be added to the employee's earnings for the
base week of the applicable four (4) week period and shall be included in the
calculations for subsequent four (4) week "rolling" periods to determine whether
any further guarantee payments to the employee are due.

Time not worked shall be credited to drivers for purposes of computing earnings
in the following instances:

      a. Where a driver is offered a work opportunity that the driver has a
contractual obligation to accept, and the driver elects not to accept such work,
the driver shall have an amount equal to the amount of the wages such work would
have generated credited to such driver for purposes of determining the seven
hundred dollar ($700) average wage guarantee.

No driver shall be penalized by having contractual earned time off credited for
purposes of determining the seven hundred dollar ($700) average wage guarantee.
However, where a driver takes earned time off in excess of forty-eight (48)
hours during any work week, that work week shall be excluded from the rolling
four (4)

                                       99

<PAGE>

ARTICLE 29, SECTION 3

week period used to determined the seven hundred dollar ($700) average wage
guarantee.

      b. Where a driver uses a contractual provision to refuse or defer work so
as to knowingly avoid legitimate work opportunity and therefore abuse the seven
hundred dollar ($700) average wage guarantee, the driver shall have an amount
equal to the amount of the wages such work would have generated credited to such
driver for purposes of determining the seven hundred dollar ($700) average wage
guarantee.

Nothing in this subsection applies to or shall be construed to limit claims by
any driver on the seniority roster at a gaining domicile alleging that the
driver's work opportunity was adversely affected following the implementation of
the Intermodal Change of Operations because of the Employer's failure to provide
adequate work opportunities for existing and redomiciled drivers. However, after
the point that the Employer has provided adequate work opportunities for
protected drivers (existing and redomiciled), the wage protection for active
drivers in the bottom twenty-five percent (25%) of the seniority roster shall be
limited to the seven hundred dollar ($700) guarantee.

As soon as a factual determination has been made that a driver in the bottom
twenty-five percent (25%) of the seniority roster is entitled to the seven
hundred dollar ($700) average wage guarantee, the driver's claim shall be paid.
All other types of claims that the driver's work opportunities have been
adversely affected shall be held in abeyance until determined through the
intermodal grievance procedure.

SECTION 4. NATIONAL INTERMODAL COMMITTEE

The parties shall establish a National Intermodal Committee composed of four (4)
Union representatives appointed by the Union Chairman of the National Grievance
Committee and four (4) Employer representatives appointed by the Employer
Chairman of the National Grievance Committee. In the event a proposed intermodal
operation includes the transfer of work subject to the provisions of Article 8,
Section 6, the National Intermodal Committee shall then be considered as a
combined National Intermodal/Multi-Region Change of Operations Committee with
the authority to resolve all seniority issues in accordance with the authority
granted by Article 8, Section 6(g).

                                       100

<PAGE>

                                                           ARTICLE 29, SECTION 4

The National Intermodal Committee shall establish rules of procedure to govern
the manner in which proposed intermodal operations are to be heard, procedures
for resolving intermodal issues and procedures for establishing pre-hearing
guidelines.

Any grievance concerning the application or interpretation of Article 29,
Section 2(c) or concerning any issues that may arise from an approved intermodal
operation provided for in this Section 3, shall be first referred to the
National Intermodal Committee. If the National Intermodal Committee is unable to
reach a decision on an interpretation or grievance, the issue will be referred
to the National Grievance Committee.

SECTION 5.

The Employer is prohibited from using rail as a subterfuge to transport freight
by truck, driven by those outside of the bargaining unit. To this end, all loads
tendered to the railroad shall be tendered by the Employer using bargaining unit
employees at the point where the load is to be placed on the rail. Once tendered
to the railroad, a load may not be transferred to non-bargaining unit personnel
for transport by truck except in bona fide emergencies beyond the control of the
Employer and/or the railroad. Such emergencies shall not include the Employer
tendering loads to the railroad when the Employer knows or should know the load
will not meet the scheduled departure time of the train and the railroad then
transports the load by truck. The parties agree that this Subsection shall not
apply to the Employer's existing rail operations, that have otherwise been
permitted prior to February 8, 1998, by written agreement of the parties, or
through a grievance decision. The parties further agree that nothing in this
Subsection shall be construed to limit or otherwise affect the railroads
movements of loads within the metropolitan area between railroads or between
tracks. This provision shall apply to all rail activities permitted under this
Article.

SECTION 6.

The parties recognize that there may be additional business opportunities in the
truckload market which could provide job opportunities, particularly in pick-up
and delivery work. Recognizing the need to ensure adequate protection for
existing bargaining unit employees, the parties have agreed to use their best
efforts to negotiate

                                       101

<PAGE>

ARTICLE 29, SECTION 6

an intermodal truckload agreement that would permit Employers under this
Agreement to compete in the truckload market, which is primarily handled by
nonunion companies. Any intermodal truckload agreement must be submitted for
approval by the Union designated committee, the Local Unions involved and
thereafter, must be ratified in a secret ballot by a majority of all of the
Employer's Teamster represented employees in its nationwide bargaining unit.

                                   ARTICLE 30.

                             JURISDICTIONAL DISPUTES

In the event that any dispute should arise between any Local Unions, parties to
this Agreement or Supplements thereto, or between any Local Union, party to this
Agreement or Supplements thereto and any other Union, relating to jurisdiction
over employees or operations covered by such Agreements, the Employer and the
Local Unions agree to accept and comply with the decision or settlement of the
Unions or Union bodies which have the authority to determine such dispute, and
such disputes shall not be submitted to arbitration under this Agreement or
Supplements thereto or to legal or administrative agency proceedings. Pending
such determination, the Employer shall not be precluded from seeking appropriate
legal or administrative relief against work stoppages or picketing in
furtherance of such dispute.

                                   ARTICLE 31.

                        MULTI-EMPLOYER, MULTI-UNION UNIT

The parties agree to become a part of the multi-employer, multi-union bargaining
unit established by this National Master Freight Agreement, and to be bound by
the interpretations and enforcement of this National Master Freight Agreement
and Supplements thereto.

                                       102

<PAGE>

                                                           ARTICLE 32, SECTION 1

                                   ARTICLE 32.

                                 SUBCONTRACTING

(SEE ATTACHED MEMORANDUM OF UNDERSTANDING)

SECTION 1. WORK PRESERVATION

For the purpose of preserving work and job opportunities for the employees
covered by this Agreement, the signatory Employer agrees that no operation, work
or services of the kind, nature or type covered by, or presently performed by,
or hereafter assigned to, the collective bargaining unit by the signatory
Employer will be subcontracted, transferred, leased, diverted, assigned or
conveyed in full or in part (hereinafter referred to as "divert" or
"subcontract"), by the Employer to any other plant, business, person, or
non-unit employees, or to any other mode of operation, unless specifically
provided and permitted in this Agreement.

In addition, the signatory Employer agrees that it will not, as hereinafter set
forth, subcontract or divert the work presently performed by, or hereafter
assigned to, its employees to non-employee owner-operators or other business
entities owned and/or controlled by the signatory Employer, or its parent,
subsidiaries or affiliates.

SECTION 2. DIVERSION OF WORK - PARENT OR SUBSIDIARY COMPANIES

The parties agree that for purposes of this Article it shall be presumed that a
diversion of work in violation of this Agreement occurs when work presently and
regularly performed by, or hereafter assigned to, employees of the signatory
Employer has been lost and the lost work is being performed in the same manner
(including transportation by owner-operators and independent contractors) by an
entity owned and/or controlled by the signatory Employer, its parent, or a
subsidiary, including logistics companies, within one hundred twenty (120) days
of the loss of the work. The burden of overcoming such presumption in the
grievance procedure shall be upon the Employer.

SECTION 3. SUBCONTRACTING

The Employer may subcontract work when all of his/her regular

                                       103

<PAGE>

ARTICLE 32, SECTION 3

employees are working, except that in no event shall road work presently
performed or runs established during the life of this Agreement be farmed out.
No dock work shall be farmed out except for existing situations established by
agreed-to past practices. Overflow loads may be delivered pursuant to the
provisions of Article 29. Loads may also be delivered by other agreed-to methods
or as presently agreed to. Other persons performing subcontracted work which is
permitted herein shall receive no less than the equivalent of the economic terms
and conditions of this Agreement and the applicable Supplement.

The signatory Employer shall maintain records identifying persons performing
subcontracted work permitted by this Agreement. Said records shall be made
available for inspection by the Local Union(s) in the locality affected by such
subcontract work.

The normal, orderly interlining of freight for peddle on occasional basis, where
there are parallel rights, and when not for the purpose of evading this
Agreement, may be continued as has been permitted by past practice provided it
is not being done to defeat the provisions of this Agreement.

SECTION 4. EXPANSION OF OPERATIONS

      (a) ADJOINING OVER-THE-ROAD AND LOCAL CARTAGE

It is understood and agreed that the provisions of the National Master Freight
Agreement shall be applied, without evidence of union representation of the
employees involved, to all subsequent additions to, and extensions of, current
over-the-road or local cartage operations which adjoin and are controlled and
utilized as part of such current operations of the signatory Employer, or any
other entity, not operated wholly independently of the signatory Employer within
the meaning of Article 3, Section 1 (a). In this regard, the parties agree that
newly-established terminals and consolidations of terminals which are controlled
and utilized as part of a current operation will be covered by the National
Master Freight Agreement and applicable Over-the-Road and Local Cartage
Supplemental Agreements.

                                       104

<PAGE>

                                                           ARTICLE 32, SECTION 4

      (b) NEW PICK-UP AND DELIVERY ADJOINING CURRENT OPERATIONS

It shall not, however, be a violation of this Article if, during the term of
this Agreement, an Employer commences pick-up and delivery operations which
adjoin and are controlled and utilized as part of such current operations with
other than its own employees when there is insufficient business to economically
justify the establishment of its own employer-operated pick-up and delivery
service. However, the above exception shall thereafter terminate when sufficient
economic justification develops so as to warrant the establishment and
maintenance of the terminal operation by such Employer, in which event, the
Employer shall institute a pick-up and delivery operation or continue such
operations with companies which maintain wage standards established by this
Agreement in the area where the work is conducted. This exception shall not
apply in any circumstance where an Employer is presently engaged in pick-up and
delivery operations either through his/her own terminal or through companies
which maintain such wage standards.

      (c) NON-ADJOINING PICK-UP AND DELIVERY OPERATIONS

The parties further agree that with respect to all subsequently established
over-the-road and local cartage operations and terminals of the signatory
Employer which do not adjoin, but are utilized and controlled as part of,
current over-the-road and local cartage operations, the provisions of Article 2,
Section 3(a) shall govern so that when a majority of the eligible employees of
the signatory Employer performing work at that location execute a card
authorizing a signatory Local Union to represent them as their collective
bargaining agent at the terminal location, then, such employees shall
automatically be covered by this Agreement and the applicable Supplemental
Agreements.

(d) Operations permitted by Article 29, and not in violation of any other
provisions of this Agreement, are not to be considered as extensions of current
operations within the meaning of Section 4.

SECTION 5.

For the purpose of preserving work and job opportunities, the

                                       105

<PAGE>

ARTICLE 32, SECTION 5

National Grievance Committee may define the circumstances and adopt procedures
by which an Employer and a Local Union, parties to this Agreement, may in
compliance therewith enter into a Special Circumstance Agreement which does not
meet the standards provided herein.

SECTION 6.

Grievances arising under this Article shall be processed on an expedited basis
pursuant to the procedures contained in Article 8, Section 1(a).

                                   ARTICLE 33.

                        WAGES, CASUAL RATES, PREMIUMS AND

                              COST-OF-LIVING (COLA)

      1.    GENERAL WAGE INCREASES: ALL REGULAR EMPLOYEES

All regular employees subject to this Agreement will receive the following
general wage increases:

<TABLE>
<CAPTION>
Effective Dates                Hourly                      Mileage
---------------                ------                      -------
<S>                        <C>                       <C>
April 1, 2003              $0.50 per hour            1.250 cents per mile
April 1, 2004              $0.40 per hour            1.000 cents per mile
April 1, 2005              $0.40 per hour            1.000 cents per mile
April 1, 2006              $0.45 per hour            1.125 cents per mile
April 1, 2007              $0.50 per hour            1.250 cents per mile
                           --------------            --------------------
TOTAL:                     $2.25 per hour            5.625 cents per mile
</TABLE>

All regular employees still in the New Hire Progression on the effective dates
of this Agreement shall receive the appropriate percentage increase of the
general wage increase.

      2.    CASUAL RATES:

Hourly rates for city and combination casuals (CDL required) shall increase by
85% of the general wage increase for regular employees on the dates shown in
Section 1 of this Article as follows:

                                       106

<PAGE>

                                                                      ARTICLE 33

<TABLE>
<CAPTION>
Effective Dates               Hourly
---------------               ------
<S>                        <C>
April 1, 2003              $0.43 per hour
April 1, 2004              $0.34 per hour
April 1, 2005              $0.34 per hour
April 1, 2006              $0.38 per hour
April 1, 2007              $0.43 per hour
</TABLE>

      (b) DOCK ONLY CASUALS

Effective April 1, 2003, hourly rates for dock only casuals will increase to
$15.25

Effective April 1, 2004, hourly rates for dock only casuals will increase to
$15.50

Effective April 1, 2005, hourly rates for dock only casuals will increase to
$15.75

Effective April 1, 2006, hourly rates for dock only casuals will increase to
$16.00

      3.    PREMIUM SERVICE AND SLEEPER TEAM PREMIUMS

      (a) In the event an employer subject to this Agreement commences an
approved Premium Service Operation, those Premium Service Employees shall
receive an additional $0.20 per hour and/or .500 cents per mile over and above
the applicable Supplemental rates.

      (b) Effective April 1, 2003, the Sleeper Team Premium will be a minimum of
2 cents per mile over and above the applicable single man rates in each
Supplemental Agreement.

      4.    COST OF LIVING ADJUSTMENT CLAUSE

All regular employees shall be covered by the provisions of a cost-of-living
allowance as set forth in this Article.

The amount of the cost-of-living allowance shall be determined as provided below
on the basis of the "Consumer Price Index for Urban

                                       107

<PAGE>

ARTICLE 33

Wage Earners and Clerical Workers", CPI-W (Revised Series Using 1982-84
Expenditure Patterns), All Items (1982-84=100), published by the Bureau of Labor
Statistics, U.S. Department of Labor and referred to herein as the "Index".

Effective April 1, 2004, and every April 1 thereafter during the life of the
agreement, a cost-of-living allowance will be calculated on the basis of the
difference between the Index for January, 2003 (published February 2003) and the
Index for January, 2004 (published February 2004) with a similar calculation for
every year thereafter, as follows:

For every 0.2 point increase in the Index over and above the base (prior year's)
Index plus 3.0%, there will be a 1 cent increase in the hourly wage rates
payable on April 1, 2004, and every April 1 thereafter. These increases shall
only be payable if they equal a minimum of five cents ($.05) in a year.

All cost-of-living allowances paid under this agreement will become and remain a
fixed part of the base wage rate for all job classifications. A decline in the
Index shall not result in the reduction of classification base wage rates.

Mileage paid employees will receive cost-of-living allowances on the basis of
..25 mills per mile for each 1 cent increase in hourly wages.

In the event the appropriate Index figure is not issued before the effective
date of the cost-of-living adjustment, the cost-of-living adjustment that is
required will be made at the beginning of the first (1st) pay period after the
receipt of the Index.

In the event that the Index shall be revised or discontinued and in the event
the Bureau of Labor Statistics, U.S. Department of Labor, does not issue
information which would enable the Employer and the Union to know what the Index
would have been had it not been revised or discontinued, then the Employer and
the Union will meet, negotiate, and agree upon an appropriate substitute for the
Index. Upon the failure of the parties to agree within sixty (60) days,
thereafter, the issue of an appropriate substitute shall be submitted to an
arbitrator for determination. The arbitrator's decision shall be final and
binding.

                                       108

<PAGE>

                                                                      ARTICLE 34

                                   ARTICLE 34.

                                  GARNISHMENTS

In the event of notice to an Employer of a garnishment or impending garnishment,
the Employer may take disciplinary action if the employee fails to satisfy such
garnishment within a seventy-two (72) - hour period (limited to working days)
after notice to the employee. However, the Employer may not discharge any
employee by reason of the fact that his earnings have been subject to
garnishment for any one (1) indebtedness. If the Employer is notified of three
(3) garnishments irrespective of whether satisfied by the employee within the
seventy-two (72) - hour period, the employee may be subject to discipline,
including discharge in extreme cases. However, if the Employer has an
established practice of discipline or discharge with a fewer number of
garnishments or impending garnishments, if the employee fails to adjust the
matter within the seventy-two (72) - hour period, such past practice shall be
applicable in those cases.

                                   ARTICLE 35.

SECTION 1. EMPLOYEE'S BAIL

Employees will be bailed out of jail if accused of any offense in connection
with the faithful discharge of their duties, and any employee forced to spend
time in jail or in courts shall be compensated at his/her regular rate of pay.
In addition, he/she shall be entitled to reimbursement for his/her meals,
transportation, court costs, etc.; provided, however, that faithful discharge of
duties shall in no case include compliance with any order involving commission
of a felony. In case an employee shall be subpoenaed as a company witness,
he/she shall be reimbursed for all time lost and expenses incurred.

SECTION 2. SUSPENSION OR REVOCATION OF LICENSE

In the event an employee receives a traffic citation for a moving violation
which would contribute to a suspension or revocation or suffers a suspension or
revocation of his/her right to drive the company's equipment for any reason,
he/she must promptly notify his/her Employer in writing. Failure to comply will
subject the employee to

                                       109

<PAGE>

ARTICLE 35, SECTION 2

disciplinary action up to and including discharge. If such suspension or
revocation comes as a result of his/her complying with the Employer's
instruction, which results in a succession of size and weight penalties or
because he/she complied with his/her Employer's instruction to drive company
equipment which is in violation of DOT regulations relating to equipment or
because the company equipment did not have either a speedometer or a tachometer
in proper working order and if the employee has notified the Employer of the
citation for such violation as above mentioned, the Employer shall provide
employment to such employee at not less than his/her regular earnings at the
time of such suspension for the entire period thereof.

When an employee in any job classification requiring driving has his/her
operating privilege or license suspended or revoked for reasons other than those
for which the employee can be discharged by the Employer, a leave of absence
without loss of seniority, not to exceed three (3) years, shall be granted for
such time as the employee's operating license has been suspended or revoked. The
employee will be given work opportunities ahead of casuals to perform non-CDL
required job functions.

SECTION 3. DRUG TESTING

PREAMBLE

While abuse of alcohol and drugs among our members/employees is the exception
rather than the rule, the Teamsters National Freight Industry Negotiating
Committee and the Employers signatory to this Agreement share the concern
expressed by many over the growth of substance abuse in American society.

The parties have agreed that the Drug and Alcohol Abuse Program will be modified
in the event that further federal legislation or Department of Transportation
regulations provide for revised testing methodologies or requirements. The
parties have incorporated the appropriate changes required by the applicable DOT
drug testing rules under 49 CFR Parts 40 and 382, and agree that if new
federally mandated changes are brought about, they too will become part of this
Agreement. The drug testing procedure, agreed to by labor and management,
incorporates state-of-the-art employee protections during specimen collection
and laboratory testing to protect
                                       110

<PAGE>

                                                           ARTICLE 35, SECTION 3

the innocent and ensures the Employer complies with all applicable DOT drug and
alcohol testing regulations. In order to eliminate the safety risks which result
from alcohol or drugs, the parties have agreed to the following procedures:

NMFA UNIFORM TESTING PROCEDURE

      A. PROBABLE SUSPICION TESTING

In cases in which an employee is acting in an abnormal manner and at least one
(1) supervisor, two (2) if available, have probable suspicion to believe that
the employee is under the influence of controlled substances and/or alcohol, the
Employer may require the employee (in the presence of a union shop steward, if
possible) to undergo a urine specimen collection and a breath alcohol analysis
as provided in Section 4B. The supervisor(s) must have received training in the
signs of drug intoxication in a prescribed training program which is endorsed by
the Employer. Probable suspicion means suspicion based on specific personal
observations that the Employer representative(s) can describe concerning the
appearance, behavior, speech or breath odor of the employee. The observations
may include the indication of chronic and withdrawal effects of controlled
substances. The supervisor(s) must make a written statement of these
observations within twenty-four (24) hours. A copy must be provided to the shop
steward or other union official after the employee is discharged. Suspicion is
not probable and thus not a basis for testing if it is based solely on third
(3rd) party observation and reports. The employee shall not be required to waive
any claim or cause of action under the law. For all purposes herein, the parties
agree that the terms "probable suspicion" and "reasonable cause" shall be
synonymous.

The following collection procedures shall apply to all types of testing:

A refusal to provide a urine specimen or undertake a breath analysis will
constitute a presumption of intoxication and the employee will be subject to
discharge without receipt of a prior warning letter. If the employee is unable
to produce 45mL of urine, he/she shall be offered up to forty ounces of fluid to
drink and shall remain at the collection site under observation until able to
produce a 45mL specimen, for a period of up to three (3) hours from the first

                                       111

<PAGE>

ARTICLE 35, SECTION 3

unsuccessful attempt to provide the urine specimen. If the employee is still
unable to produce a 45mL specimen, the Employer shall direct the employee to
undergo an evaluation which shall occur within five business days, by a licensed
physician, acceptable to the MRO who has the expertise in the medical issues
concerning the employee's inability to provide an adequate amount of urine. If
the physician and MRO conclude that there is no medical condition that would
preclude the employee from providing an adequate amount of urine, the MRO will
issue a ruling that the employee refused the test. If an employee is unable to
provide sufficient breath sample for analysis, the procedures outlined in the
DOT regulations shall be followed for all employees. Such employees shall be
evaluated by a licensed physician, acceptable to the Employer, who has the
expertise in the medical issues concerning the employee's failure to provide an
adequate amount of breath. Absent a medical condition, as determined by the
licensed physician, said employee will be regarded as having refused to take the
test. The Employer will adhere to DOT regulations for employees who are unable
to provide a urine or breath specimen due to a permanent or long-term medical
condition. Contractual time limits for disciplinary action, as set forth in the
appropriate Supplemental Agreement, shall begin on the day on which specimens
are taken. In the event the Employer alleges only that the employee is
intoxicated on alcohol and not drugs, previously agreed-to procedures under the
appropriate Supplemental Agreement for determining alcohol intoxication shall
apply.

In the event the Employer is unable to determine whether the abnormal behavior
is due to drugs or alcohol, the drug testing procedure contained herein and the
breath alcohol testing procedure contained in Section 4B shall be used. If the
laboratory results are not known prior to the expiration of the contractual time
period for disciplinary action, the cause for disciplinary action shall specify
that the basis for such disciplinary action is for "alcohol and/or drug
intoxication".

      B. DOT RANDOM TESTING

It is agreed by the parties that random urine drug testing will be implemented
only in accordance with the DOT rules under 49 CFR Part 382, Subpart C.

The method of selection for random urine drug testing will be neutral

                                       112

<PAGE>

                                                           ARTICLE 35, SECTION 3

so that all employees subject to testing will have an equal chance to be
randomly selected.

The term "employees subject to testing" under this agreement is meant to include
any employee required to have a Commercial Drivers License (CDL) under the
Department of Transportation regulations.

Employees out on long term injury or disability for any reason shall not be
tested.

The provisions of Article 35, Section 3 F 3 (Split Sample Procedures), and
Article 35, Section 3 J 1 (One-Time Rehabilitation), shall apply to random urine
drug testing.

      C. NON-SUSPICION-BASED POST-ACCIDENT TESTING

Non-suspicion-based post-accident testing is defined as urine drug testing as a
result of an accident which meets the definition of an accident as outlined in
the Federal Motor Carrier Safety Regulations. Urine drug testing will be
required after accidents meeting the following conditions and drivers are
required to remain readily available for testing for thirty-two (32) hours
following the accident or until tested.

Employees subject to non-suspicion-based post-accident drug testing shall be
limited to those employees subject to DOT drug testing, who are involved in an
accident where there is:

      (i) a fatality, or;

      (ii)a citation under State or local law is issued to the driver for a
moving traffic violation arising from the accident in which

      (a) bodily injury to a person who, as a result of the injury, immediately
receives medical treatment away from the scene of the accident, or

      (b) one or more motor vehicles incurring disabling damage as a result of
the accident, requires the vehicle(s) to be transported away from the scene by a
tow truck or other vehicle.

The driver has the responsibility to make himself/herself available for urine
drug testing within the thirty-two (32) hour period in accordance with the
procedures outlined in this Subsection. The driver is responsible to notify the
Employer upon receipt of a citation

                                       113

<PAGE>

ARTICLE 35, SECTION 3

and to note receipt thereof on the accident report. Failure to so notify the
Employer shall subject the driver to disciplinary action.

If a driver receives a citation for a moving violation more than thirty-two (32)
hours after a reportable accident, he/she shall not be required to submit to
post-accident urine drug testing.

The Employer shall make available a urine drug testing kit and an appropriate
collection site for the driver to provide specimens.

The provisions of Article 35, Section 3 F 3 (Split Sample Procedures), and
Article 35, Section 3 J 1 (One-Time Rehabilitation), shall apply to
non-suspicion-based post-accident urine drug testing.

      D. CHAIN OF CUSTODY PROCEDURES

Any specimens collected for drug testing shall follow the DHHS/DOT (Department
of Health and Human Services/ Department of Transportation) specimen collection
procedures. At the time specimens are collected for any drug testing, the
employee shall be given a copy of the specimen collection procedures. In the
presence of the employee, the specimens are to be sealed and labeled. As per DOT
regulations, it is the employee's responsibility to initial the seals on the
specimen bottles, additionally ensuring that the specimens tested by the
laboratory are those of the employee.

The required procedure follows:

When urine specimens are to be provided, at least 45 mL of specimen shall be
collected. At least 30 mL shall be placed in one (1) self-sealing, screw-capped
or snap-capped container. A urine specimen of at least l5mL shall be placed in a
second (2nd) such container. They shall be sealed and labeled by the collector,
and initialed by the employee without the containers leaving the employee's
presence. The employee has the responsibility to identify each container and
initial same. Following collection, the specimens shall be placed in the
transportation container together with the appropriate copies of the chain of
custody form. The transportation container shall then be sealed in the
employee's presence. The container shall be sent to the designated testing
laboratory at the earliest possible time by the fastest available means.

                                       114

<PAGE>

                                                           ARTICLE 35, SECTION 3

In this urine collection procedure, the donor shall urinate into a collection
container capable of holding at least 55 mL, which shall remain in full view of
the employee until transferred to tamper-resistant urine bottles, and sealed and
labeled, and the employee has initialed the bottles.

It is recognized that the Specimen Collector is required to check for
sufficiency of specimen, acceptable temperature range, and signs of tampering,
provided that the employee's right to privacy is guaranteed and in no
circumstances may observation take place while the employee is producing the
urine specimens, unless required by DOT regulations. If it is established that
the employee's specimen is outside of the acceptable temperature range or has
been intentionally tampered with or substituted by the employee, the employee
will be required to immediately submit an additional specimen under direct
observation. Also, if it is established that the employee's specimen has been
intentionally tampered with or substituted by the employee, the employee is
subject to discipline as if the specimen tested positive. In order to deter
adulteration of the urine specimen during the collection process, physiologic
determinations for creatinine, specific gravity, pH, and any substances that may
be used to adulterate the specimen shall be performed by the laboratory. If the
laboratory suspects the presence of an interfering substance/adulterant that
could make a test result invalid, but the initial laboratory is unable to
identify it, the specimen must be sent to another HHS certified laboratory that
has the capability of doing so.

Any findings by the laboratory that indicate that a specimen is adulterated as a
result of the fact that it contains a substance that is not expected to be
present in human urine; a substance that is expected to be present is identified
at a concentration so high that it is not consistent with human urine; or has
physical characteristics which are outside the normal expected range for human
urine shall be immediately reported to the Company's Medical Review Officer
(MRO). The parties recognize that the key to chain of custody integrity is the
immediate sealing and labeling of the specimen bottles in the presence of the
tested employee. If each container is received undamaged at the laboratory
properly sealed, labeled and initialed, consistent with DOT regulations as
certified by the laboratory, the Employer may take disciplinary action based
upon the MRO's ruling.

                                       115

<PAGE>

ARTICLE 35, SECTION 3

      E. URINE COLLECTION KITS AND FORMS

The contents of the urine collection kit shall be as follows:

      1. The kit shall include a specimen collection container capable of
holding at least fifty-five (55) mL of urine and contains a temperature reading
device capable of registering the urine temperature specified in the DOT
regulations.

      2. Two (2) plastic bottles that are capable of holding at least
thirty-five (35) mL, have screw-on or snap-on caps, and markings clearly
indicating the appropriate levels for the primary (30 mL) and split (15 mL)
specimens.

      3. A uniquely numbered (i.e. Specimen Identification Number) DOT approved
chain of custody form with similarly numbered Bottle Custody Seals, and a
transportation kit seal (e.g., Box Seal) shall be utilized during the urine
collection process and completed by the collection site person. In the case of
probable suspicion or other contractually required testing, a Non-DOT chain of
custody form will be used for the testing of Non-DOT employees. The appropriate
laboratory copies are to be placed into the transportation container with the
urine specimens. The exterior of the transportation kit shall then be secured,
e.g., by placing the tamper-proof Box Seal over the outlined area.

      4. Shrink-wrapped or similarly protected kits shall be used in all
instances.

      F. LABORATORY REQUIREMENTS

      1. Urine Testing

In testing urine samples, the testing laboratory shall test specifically for
those drugs and classes of drugs and adulterants employing the test
methodologies and cutoff levels covered in the DOT Regulations 49 CFR, Part 40.

      2. Specimen Retention

All specimens deemed positive, adulterated, substituted, or invalid by the
laboratory, according to the prescribed guidelines, must be retained at the
laboratory for a period of one (1) year.

      3. Split Sample Procedure

                                       116

<PAGE>

                                                           ARTICLE 35, SECTION 3

The split sample procedure is required for all employees selected for urine drug
testing. When any test kit is received by the laboratory, the "primary" sealed
urine specimen bottle shall be immediately removed for testing, and the
remaining "split" sealed specimen bottle shall be placed in secured storage.
Such specimen shall be placed in refrigerated storage if it is to be tested
outside of the DOT mandated period of time.

The employee will be given a shrink-wrapped or similarly protected urine
collection kit. After receiving the specimen, the collector shall pour at least
30 mL of urine into the specimen bottle and at least 15 mL into the second split
specimen bottle. Both bottles shall be sealed in the employee's presence,
initialed by the employee, then forwarded to an accredited laboratory for
testing. If the employee is advised by the MRO that the first (1st) urine sample
tested positive, adulterated, or substituted, in a random, return to duty,
follow-up, probable suspicion or post accident urine drug test, the employee
may, within seventy-two (72) hours of receipt of the actual notice, request from
the MRO that the second (2nd) urine specimen be forwarded by the first
laboratory to another independent and unrelated accredited laboratory of the
parties' choice for GC/MS confirmatory testing for the presence of the drug, or
other confirmatory testing for adulterants, or to confirm that the specimen has
been substituted as defined in 49 CFR Part 40. If the employee chooses to have
the second (2nd) sample analyzed, he/she shall at that time execute a special
check-off authorization form to ensure payment by the employee. Split specimen
testing will conform to the regulations as defined in 49 CFR Part 40. If the
employee chooses the optional split sample procedure, and so notifies his
Employer, disciplinary action can only take place after the MRO reports a
positive, adulterated, or substituted result on the primary test and the MRO
reports that the testing of the split specimen confirmed the result. However,
the employee may be taken out of service once the MRO reports a positive,
adulterated, or substituted result based on the testing of the primary specimen
while the testing of the split specimen is being performed. If the second (2nd)
test confirms the findings of the first laboratory and the employee wishes to
use the rehabilitation options of this Section, the employee shall reimburse the
Employer for the cost of the second (2nd) sample's analysis before entering the
rehabilitation program. If the second (2nd) laboratory report is negative, for
drugs, adulterants,

                                       117

<PAGE>

ARTICLE 35, SECTION 3

or substitution, the employee will be reimbursed for the cost of the second
(2nd) test and for all lost time. It is also understood that if an employee opts
for the split sample procedure, contractual time limits on disciplinary action
in the Supplements are waived.

      4. Laboratory Accreditation

All laboratories used to perform urine drug testing pursuant to this Agreement
must be certified by Health and Human Services under the National Laboratory
Certification Program (NLCP).

      G. LABORATORY TESTING METHODOLOGY

      1. Urine Testing

The initial testing shall be by immunoassay which meets the requirements of the
Food and Drug Administration for commercial distribution. The initial cutoff
levels used when screening urine specimens to determine whether they are
negative or positive for various classes of drugs shall be those contained in
the Scientific and Technical Guidelines for Federal Drug Testing Programs
(subject to revision in accordance with subsequent amendments to the HHS
Guidelines).

All specimens identified as positive on the initial test shall be confirmed
using gas chromatography/mass spectrometry (GC/MS) techniques. Quantitative
GC/MS confirmatory procedures for drugs and confirmatory procedures for
specimens that are initially identified as being adulterated or substituted
shall comply with the testing protocols mandated by the Scientific and Technical
Guidelines for Federal Drug Testing Programs (subject to revision in accordance
with subsequent amendments to the HHS Guidelines).

Validity testing shall be conducted on all specimens, pursuant to HHS
requirements, to determine whether they have been adulterated or substituted.
All specimens which test negative on either the initial test or the GC/MS
confirmation test shall be reported only as negative, unless they are confirmed
to be adulterated, substituted, or invalid. Only specimens which test positive
on both the initial test and the GC/MS confirmation test shall be reported as
positive. Specimens that are confirmed to be adulterated or substituted shall be
reported as such.

When a grievance is filed as a result of a drug test that is ruled positive,

                                       118

<PAGE>

                                                           ARTICLE 35, SECTION 3

adulterated, or substituted, the Employer shall provide a copy of the MRO ruling
to the Union.

Where Schedule I and II drugs are detected, the laboratory is to report a
positive test based on a forensically acceptable positive quantum of proof. All
positive test results must be reviewed by the certifying scientist and certified
as accurate.

      2. Prescription and Non-prescription Medications

If an employee is taking a prescription or non-prescription medication in the
appropriate described manner he/she will not be disciplined. Medications
prescribed for another individual, not the employee, shall be considered to be
illegally used and subject the employee to discipline.

      3. Medical Review Officer (MRO)

The Medical Review Officer (MRO) shall be a licensed physician with the
knowledge of substance abuse disorders, issues relating to adulterated and
substituted specimens, possible medical causes of specimens having an invalid
result, and applicable DOT agency regulations. In addition, the MRO shall keep
current on applicable DOT agency regulations and comply with the DOT
qualification training and continuing education requirements. The MRO shall
review all urine drug test results from the laboratory and shall examine
alternate medical explanations for tests reported as positive, adulterated, or
substituted, as well as those results reported as invalid. Prior to the final
decision to verify a urine drug test result, all employees shall have the
opportunity to discuss the results with the MRO. If the employee declines to
speak with the MRO, or the employee fails to contact the MRO within 72 hours of
being notified to do so by the Employer, or if the MRO is unable to contact the
employee within ten (10) days of the receipt of the drug test result being
reported to him by the laboratory, then the MRO may report the result to the
Employer.

      4. Substance Abuse Professional (SAP)

The Substance Abuse Professional (SAP), as provided in the regulations, means a
licensed physician (Medical Doctor or Doctor of Osteopathy), or a licensed or
certified psychologist, social worker, or employee assistance professional, or a
drug and alcohol counselor (certified by the National Association of Alcoholism
and Drug

                                       119

<PAGE>

ARTICLE 35, SECTION 3

Abuse Counselors Certification Commission or by the International Certification
Reciprocity Consortium/Alcohol & Other Drug Abuse). All must have knowledge of
and clinical experience in the diagnosis and treatment of alcohol and controlled
substance-related disorders and be knowledgeable of the SAP function as it
relates to Employer interest in safety-sensitive functions, and applicable DOT
agency regulations. In addition, the SAP shall comply with the DOT qualification
training and continuing education requirements.

      H. LEAVE OF ABSENCE PRIOR TO TESTING

      1. An employee shall be permitted to take leave of absence in accordance
with the FMLA or applicable State leave laws for the purpose of undergoing
treatment pursuant to an approved program of alcoholism or drug use. The leave
of absence must be requested prior to the commission of any act subject to
disciplinary action.

      2. Employees requesting to return to work from a voluntary leave of
absence for drug use or alcoholism shall be required to submit to testing as
provided for in Part J of this Section. Failure to do so will subject the
employee to discipline including discharge without the receipt of a prior
warning letter.

The provisions of this Section shall not apply to probationary employees.

      I. DISCIPLINARY ACTION BASED ON POSITIVE,
         ADULTERATED, OR SUBSTITUTED TEST RESULTS

Consistent with past practice under this Agreement, and notwithstanding any
other language in any Supplement, the Employer may take disciplinary action
based on the test results as follows:

      1. If the MRO reports that a urine drug test is positive, adulterated, or
substituted, the employee shall be subject to discharge except as provided in
Part J.

      2. The following actions shall apply in probable suspicion testing based
on DOT and contractual mandates.

      a. If the urine drug test is positive, adulterated, or substituted,
according to the procedures described in Part G, the employee shall be subject
to discharge.

                                       120

<PAGE>

                                                           ARTICLE 35, SECTION 3

      b. If the breath alcohol test results show a blood alcohol concentration
equal to or above the level previously determined by the appropriate
Supplemental Agreement for alcohol intoxication, the employee shall be subject
to discharge pursuant to the Supplemental Agreement.

      c. If the breath alcohol test is negative and the urine drug test is
negative, the employee shall be immediately returned to work and made whole for
all lost earnings.

      J. RETURN TO EMPLOYMENT AFTER A POSITIVE URINE DRUG TEST

      1. Any employee with a positive, adulterated, or substituted urine drug
test result (other than under probable suspicion testing), thereby subjecting
the employee to discipline, shall be granted reinstatement on a one (1) - time
lifetime basis if the employee successfully completes a course of education
and/or treatment program as recommended by the Substance Abuse Professional
(SAP). The SAP will recommend a course of education and/or treatment with which
the employee must demonstrate successful compliance prior to returning to DOT
safety-sensitive duty. The SAP will refer him/her to a treatment program which
has been approved by the applicable Health and Welfare Fund, where such is the
practice. Any cost of evaluation, education and/or treatment over and above that
paid for by the applicable Health and Welfare Fund, must be borne by the
employee.

      2. Employees electing the one-time lifetime evaluation and/or
rehabilitation must notify the Company within ten (10) days of being notified by
the Company of a positive, adulterated, or substituted urine drug test. The
evaluation process and education and/or treatment program must take a minimum of
ten (10) days. The employee must begin the evaluation process and education
and/or treatment program within fifteen (15) days after notifying the Company.
The employee must request reinstatement promptly after successful completion of
the education and/or treatment program. After the minimum ten (10) day period
and re-evaluation by the SAP, the employee may request reinstatement, but must
first provide a negative return to duty urine drug test, to be conducted by a
clinic and laboratory of the Employer's choice, before the employee can be
reinstated. Any employee choosing to protest the

                                       121

<PAGE>

ARTICLE 35, SECTION 3

discharge must file a protest under the applicable Supplement. After the
discharge is sustained, the employee must notify the Company within ten (10)
days of the date of the decision, of the desire to enter the evaluation process
and education and/or treatment program.

      3. While undergoing treatment, the employee shall not receive any of the
benefits provided by this Agreement or Supplements thereto except the continued
accrual of seniority.

      4. Before reinstatement after the minimum ten (10) day period, the
employee must be re-evaluated by the Substance Abuse Professional to determine
successful compliance with any recommended education and/or treatment program.
The employee must then submit to the Employer's return-to-duty urine drug test
(and alcohol test if so prescribed by the SAP) with a negative result. The
employee will be subject to at least six (6) unannounced follow-up urine drug
tests in the first year, as determined by the SAP. If, at any time, the employee
tests positive, provides an adulterated or substituted specimen, or refuses to
submit to a test, the employee shall be subject to discharge.

      (a) Return-to-duty drug test is a urine drug test which an employee must
complete with a negative result, after having been reevaluated by a SAP to
determine successful compliance with recommended education and/or treatment.

      (b) Follow-up drug testing shall mean those unannounced urine drug tests
required (minimum of six (6) in a twelve (12) month period) when an employee
tests positive, provides an adulterated or substituted specimen, or refused to
be tested and has been evaluated by the SAP, completed education and/or
treatment, been re-evaluated by SAP and returned to work. The requirements of
follow-up testing follow the employee through breaks in service (i.e. layoff,
on-the-job injury, personal illness/injury, leave of absence, etc.). In
addition, the requirements of follow-up testing follow the employee to
subsequent employers. The SAP has the authority to order any number of follow-up
urine drug and/or alcohol tests and to extend the twelve (12) month period up to
sixty (60) months.

      K. SPECIAL GRIEVANCE PROCEDURE

      1. The parties shall together create a Special Region Joint Area

                                       122

<PAGE>

                                                           ARTICLE 35, SECTION 3

Committee consisting of an equal number of employer and union representatives to
hear drug-related discipline disputes. All such disputes arising after the
establishment of the Special Region Joint Area Committee shall be taken up
between the Employer and Local Union involved. Failing adjustment by these
parties, the dispute shall be heard by the Special Region Joint Area Committee
within ninety (90) days of the Committee's receipt of the dispute. Where the
Special Region Joint Area Committee, by majority vote, settles a dispute, such
decision shall be final and binding on both parties with no further appeal.
Where the Special Region Joint Area Committee is unable to agree on or come to a
decision on a dispute, the dispute will be referred to the National Grievance
Committee.

      2. The procedures set forth herein may be invoked only by the authorized
Union Representative or the Employer.

      L. PAID-FOR TIME

      1. Training

Employees undergoing substance abuse training as required by the DOT will be
paid for such time and the training will be scheduled in connection with the
employee's normal work shift, where possible.

      2. Testing

Employees subject to testing and selected by the random selection process for
urine drug testing shall be compensated at the regular straight time hourly rate
of pay in the following manner provided that the test is negative:

      a. Random Drug Tests

      (1) for all time at the collection site.

      (2) (a) for travel time one way if the collection site is reasonably en
route between the employee's home and the terminal, and the employee is going to
or from work; or

      (b) for travel time both ways between the terminal and the collection
site, only if the collection site is not reasonably en route between the
employee's home and the terminal.

      (3) When an employee is on the clock and a random drug test is taken any
time during the employee's shift, and the shift ends after eight (8) hours, the
employee is paid time and one-half for all time

                                       123

<PAGE>

ARTICLE 35, SECTION 3

past the eight (8) hours.

      (4) The Employer will not require the city employee to go for urine drug
testing before the city employee's shift, provided the collection site is open
during or immediately following the employee's shift.

     (5) During an employee's shift, an employee will not be required to use
his/her personal vehicle from the terminal to and from the collection site to
take a random drug test.

     (6) If a road driver is called at home to take a random drug test at a time
when the road driver is not en route to or from work, the driver shall be paid,
in addition to all time at the collection site, travel time both ways between
the driver's home and the collection site with no minimum guarantee.

      b. Non-Suspicion-Based Post-Accident Testing

      (1) In the event of a non-suspicion-based post-accident testing situation,
where the employee has advised the Employer of the issuance of a citation for a
moving violation, but the Employer does not direct the employee to be tested
immediately, but sends the employee for testing at some later time [during the
thirty-two (32) hour period], the employee shall be paid for all time involved
in testing, from the time the employee leaves home until the employee returns
home after the test.

      (2) When the Employer takes a road driver out of service and directs the
employee to be tested immediately, the Employer will make arrangements for the
road driver to return to his/her home terminal in accordance with the
Supplemental Agreement.

SECTION 4. ALCOHOL TESTING

The parties agree that in the event of further federal legislation or DOT
regulations providing for revised methodologies or requirements, those revisions
shall, to the extent they impact this Agreement, unless mandated, be subject to
mutual agreement by the parties.

      A. EMPLOYEES WHO MUST BE TESTED

There shall be random, non-suspicion-based post-accident and

                                       124

<PAGE>

                                                           ARTICLE 35, SECTION 4

probable suspicion alcohol testing of all employees subject to DOT-mandated
alcohol testing. This includes all employees who, as a condition of their
employment, are required to have a DOT physical, a CDL and are subject to
testing for drugs under Article 35, Section 3B.

Employees covered by this Collective Bargaining Agreement who are not subject to
DOT-mandated alcohol testing are only subject to probable suspicion testing as
provided in Article 35, Section 3 of the NMFA or the appropriate article of the
applicable Supplemental Agreement. The alcohol breath testing methodology
outlined in this Section will be utilized for all employees required to undergo
probable suspicion testing. (For test results and discipline, refer to NMFA,
Article 35, Section 3 I 2.)

      B. ALCOHOL TESTING PROCEDURE

All alcohol testing under this Section will be conducted in accordance with
applicable DOT/FMCSA regulations. All equipment used for alcohol testing must be
on the NHTSA Conforming Products List and be used and maintained in compliance
with DOT requirements. Breath samples will be collected by a Breath Alcohol
Technician (BAT) who has successfully completed the necessary training course
that is the equivalent of the DOT model course and who is knowledgeable of the
alcohol testing procedures set forth in 49 CFR Part 40 and any current DOT
Guidance. Law enforcement officers who have been certified by state or local
governments to conduct breath alcohol testing are deemed to be qualified as
Breath Alcohol Technicians. The training shall be specific to the type of
Evidential Breath Testing (EBT) device being used for testing. The Employer
shall provide the employees with material containing the information required by
Section 382.601 of the Federal Motor Carrier Safety Regulations.

      1. Screening Test

The initial screening test uses an Evidential Breath Testing (EBT) device,
unless other testing methodologies or devices are mandated or agreed upon, to
determine levels of alcohol. The following initial cutoff levels shall be used
when screening breath samples to determine whether they are negative or positive
for alcohol.

      Breath Alcohol Levels:

                                       125

<PAGE>

ARTICLE 35, SECTION 4

      Less than 0.02% BAC - Negative

      0.02% BAC and above - Positive (Requires Confirmation Test)

      2. Confirmatory Test

All samples identified as positive on the initial screening test, indicating an
alcohol concentration of 0.02% BAC or higher, shall be confirmed using an EBT
device that is capable of providing a printed result in triplicate; is capable
of assigning a unique number to each test; and is capable of printing out, on
each copy of the printed test result, the manufacturer's name for the device,
the device's serial number and the time of the test unless other testing
methodologies or devices are mandated or mutually agreed upon.

A confirmation test must be performed a minimum of fifteen (15) minutes after
the screening test, but not more than thirty (30) minutes, unless otherwise
provided by conditions set forth and defined in 49 CFR Part 40.

The following cutoff levels shall be used to confirm a positive test for
alcohol:

      Breath Alcohol Levels:

      Less than 0.02% BAC - Negative

      0.02% BAC to 0.039% BAC - Positive*

      0.04% BAC and above - Positive*

*Refer to Section 4 L for Discipline Based on a Positive Test

      C. NOTIFICATION

All employees subject to DOT-mandated random alcohol testing will be notified of
testing by the Employer, in person or by direct phone contact.

      D. PRE-QUALIFICATION TESTING FOR NON-DOT PERSONNEL

Section has been deleted

                                       126

<PAGE>

                                                           ARTICLE 35, SECTION 4

      E. RANDOM TESTING

The method used to randomly select employees for alcohol testing shall be
neutral, scientifically valid and in compliance with DOT regulations.

The annual random testing rate for alcohol use shall be the rate established by
the Administrator of the FMCSA.

In the event of a grievance or litigation, the Employer shall, upon written
request from the employee, release to the employee and the Union (in its
capacity as representative of the grievant and as a decision maker in the
grievance process), information required to be maintained under the DOT alcohol
testing regulations and arising from the results of an alcohol test which is
subject to release under the regulations.

The parties agree that no effort will be made to cause the system and method of
selection to be anything but a true random selection procedure ensuring that all
affected employees are treated fairly and equally.

Employees subject to random alcohol testing shall be tested within one (1) hour
prior to starting the tour of duty, during the tour of duty, or immediately
after completing the tour of duty.

Employees who are on long-term illness or injury leave of absence, disability or
vacation shall not be subject to testing during the period of time they are away
from work.

      F. NON-SUSPICION-BASED POST-ACCIDENT TESTING

Employees subject to non-suspicion-based post-accident alcohol testing shall be
limited to those employees subject to DOT alcohol testing, who are involved in
an accident where there is:

      (i) a fatality, or;

      (ii)a citation under State or local law is issued to the driver for a
moving traffic violation arising from the accident in which

      (a) bodily injury to a person who, as a result of the injury, immediately
receives medical treatment away from the scene of the accident, or

      (b) one or more motor vehicles incurring disabling damage as a

                                       127

<PAGE>

ARTICLE 35, SECTION 4

result of the accident, requires the vehicle(s) to be transported away from the
scene by a tow truck or other vehicle.

Alcohol testing will be required under the above conditions and employees are
required to submit to such testing as soon as practicable. Under no
circumstances shall this type of testing be conducted after eight (8) hours from
the time of the accident.

It shall be the responsibility of the driver to remain readily available for
testing after the occurrence of a commercial motor vehicle accident. It is also
the responsibility of the employee to not use alcohol for eight (8) hours or
until a DOT post-accident alcohol test is performed, whichever occurs first. It
is not the intention of this language to require the delay of necessary medical
attention or to prohibit the driver from leaving the scene of an accident for
the period necessary to obtain assistance in responding to the accident or
necessary medical attention.

Prior to the effective date of the DOT alcohol testing regulations, the Employer
agrees to give each employee subject to DOT non-suspicion-based post-accident
testing written notification of the procedures required by the DOT regulations
in the event of an accident as defined by the DOT.

      G. SUBSTANCE ABUSE PROFESSIONAL (SAP)

      1. The Substance Abuse Professional (SAP), as provided in the regulations,
means a licensed physician (Medical Doctor or Doctor of Osteopathy), or a
licensed or certified psychologist, social worker, or employee assistance
professional, or a drug and alcohol counselor (certified by the National
Association of Alcoholism and Drug Abuse Counselors Certification Commission or
by the International Certification Reciprocity Consortium/Alcohol & Other Drug
Abuse). All must have knowledge of and clinical experience in the diagnosis and
treatment of alcohol and controlled substance-related disorders, be
knowledgeable of the SAP function as it relates to Employer interest in
safety-sensitive functions, and applicable DOT agency regulations. In addition,
the SAP shall comply with the DOT qualification training and continuing
education requirements.

      2. The Employer will provide the employee with a list of resources
available to the driver in evaluating and resolving problems with the misuse of
alcohol as soon as practicable but no later

                                       128

<PAGE>

                                                           ARTICLE 35, SECTION 4

than thirty-six (36) hours after the Employer's receipt of notice from the BAT
that the employee has a BAC of 0.04% or higher, exclusive of holidays and
weekends. The SAP will be responsible for recommending the appropriate course of
education and/or treatment required prior to the employee returning to work and
is the only person responsible for determining, during the evaluation process,
whether an employee will be directed to a rehabilitation program, and if so, for
how long.

      3. Follow-up and return-to-duty tests need not be confined to the
substance involved in the violation. If the SAP determines that a driver needs
assistance with an alcohol and drug abuse problem, the SAP may require drug
tests to be performed along with any required alcohol follow-up and/or
return-to-duty tests, if it has been determined that a driver has violated the
drug testing prohibition.

      4. Any cost of evaluation by the SAP and/or rehabilitation recommended by
the SAP associated with the abuse of alcohol while performing or available to
perform safety-sensitive functions under this Agreement, over and above that
paid for by the applicable Health and Welfare Fund, must be borne by the
employee. The Employer will pay for random, non-suspicion-based post-accident
and probable suspicion alcohol testing. Return-to-duty and follow-up alcohol
testing that is prescribed by the SAP, will be paid for by the Employer,
provided the employee tests negative.

      H. PROBABLE SUSPICION TESTING

Employees subject to DOT probable suspicion alcohol testing under this Section
shall be tested in accordance with current, applicable DOT regulations.

For all purposes herein, the parties agree that the terms "probable suspicion"
and "reasonable cause" shall be synonymous.

Probable suspicion is defined as an employee's specific observable appearance,
behavior, speech or body odor that clearly indicates the need for probable
suspicion alcohol testing.

In the event the Employer is unable to determine whether the abnormal behavior
or appearance is due to alcohol or drugs, the Employer shall specify that the
basis for any disciplinary action or testing is for alcohol and/or drug
intoxication. In such cases, the

                                       129

<PAGE>

ARTICLE 35, SECTION 4

employee shall be tested in accordance with Article 35, Section 3A, and
applicable DOT alcohol testing regulations.

In cases where an employee has specific, observable, abnormal indicators
regarding appearance, behavior, speech or body odor, and at least one (1)
supervisor, two (2) if available, have probable suspicion to believe that the
employee is under the influence of alcohol, the Employer may require the
employee, in the presence of a union shop steward or other employee requested by
the employee under observation, to submit to a breath alcohol test. Suspicion is
not probable and thus not a basis for testing if it is based solely on third
party observation and reports.

The supervisor(s) must make a written statement of these observations within
twenty-four (24) hours. Upon request, a copy must be provided to the shop
steward or other union official after the employee is discharged or suspended or
taken out of service.

All supervisors and Employer representatives designated to determine whether
probable suspicion exists to require an employee to undergo alcohol testing
shall receive specific training on the physical, behavioral, speech and
performance indicators of how to detect probable suspicion alcohol misuse and
use of controlled substances as required by DOT regulations.

In the event the Employer requires a probable suspicion test, the Employer shall
provide transportation to and from the testing location.

      I. PREPARATION FOR TESTING

All alcohol testing shall be conducted in conformity with the DOT alcohol
regulations. Any alleged abuse by the Employer, such as proven harassment of any
employee or deliberate violation of the regulations or the contract shall be
subject to the grievance procedure to provide a reasonable remedy for the
alleged violation.

Upon arrival at the testing site, an employee must provide the Breath Alcohol
Technician (BAT) with proper identification. The employee shall not be required
to waive any claim or cause of action under the law.

A standard DOT approved alcohol testing form will be used by all testing
facilities. In the case of probable suspicion or other contractually

                                       130

<PAGE>

                                                           ARTICLE 35, SECTION 4

required testing, a Non-DOT chain of custody form will be used for the testing
of Non-DOT employees.

      J. SPECIMEN TESTING PROCEDURES

All procedures for alcohol testing will comply with Department of Transportation
regulations.

No unauthorized personnel will be allowed in any area of the testing site. Only
one alcohol testing procedure will be conducted by a BAT at the same time.

The employee will provide his or her breath sample in a location that allows for
privacy. The Employer agrees to recognize all employees' rights to privacy while
being subjected to the testing process at all times and at all testing sites.
Further, the Employer agrees that in all circumstances the employee's dignity
will be considered and all necessary steps will be taken to ensure that the
entire process does nothing to demean, embarrass or offend the employee
unnecessarily. Testing will be under the direct observation of a Breath Alcohol
Technician (BAT). All procedures shall be conducted in a professional, discreet
and objective manner. Direct observation will be necessary in all cases.

The employee shall provide an adequate amount of breath for the Evidential
Breath Testing device. If the individual is unable to provide a sufficient
amount of breath, the BAT shall direct the individual to again attempt to
provide a complete sample.

If an employee is unsuccessful in providing the requisite amount of breath, the
Employer then must have the employee obtain, within five (5) days, an evaluation
from a licensed physician selected by the Employer and the Local Union and who
has the expertise in the medical issues concerning the employee's inability to
provide an adequate amount of breath. If the physician is unable to determine
that a medical condition has, or with a high degree of probability could have,
precluded the employee from providing an adequate amount of breath, the
employee's failure to provide an adequate amount of breath will be regarded as a
refusal to take the test and subject the employee to discharge.

      K. LEAVE OF ABSENCE PRIOR TO TESTING

An employee shall be permitted to take leave of absence in accordance

                                       131

<PAGE>

ARTICLE 35, SECTION 4

with the FMLA or applicable State leave laws for the purpose of undergoing
treatment pursuant to an approved program of alcoholism or drug use. The leave
of absence must be requested prior to the commission of any act subject to
disciplinary action. This provision does not alter or amend the disciplinary
provision (Article 35, Section 4 L) of this Section.

Before returning to work from a voluntary leave of absence, the employee must
have completed any recommended treatment and taken a return to duty test, with a
result of less than 0.02% BAC, and further be subject to six (6) unannounced
follow-up alcohol tests in the first twelve (12) months following the employee's
return to duty.

The Supplemental Agreements shall address the issue of an extraboard driver
who, while at his home terminal, has consumed alcohol, is then called for
dispatch and requests additional time off. Requesting time off under this
provision shall not be used as a subterfuge to avoid taking a random alcohol
(and/or drug) test.

      L. DISCIPLINARY ACTION BASED ON POSITIVE TEST RESULTS

      1. First Positive Test

0.02% BAC-0.039% BAC

Out of Service for 24 hours

0.04% BAC-Less than State DWI/DUI Limit

Out of Service for the length of time determined by the SAP with a minimum of
twenty-four (24) hours

State DWI/DUI Limit and Above

Subject to discharge

      2. Second Positive Test

0.02% BAC-0.039% BAC

Out of Service for a five (5) calendar day suspension

0.04% BAC-Less than State DWI/DUI Limit

Out of Service for the length of time determined by the SAP with a minimum of a
twenty (20) calendar day suspension

                                       132

<PAGE>

                                                           ARTICLE 35, SECTION 4

State DWI/DUI Limit and Above

Subject to discharge

      3. Third Positive Test

0.02% BAC-0.039% BAC

Out of Service for a fifteen (15) calendar day suspension

0.04% BAC-Less than State DWI/DUI Limit

Out of Service for the length of time determined by the SAP with a minimum of a
thirty (30) calendar day suspension

State DWI/DUI Limit and Above

Subject to discharge

      4. Fourth Positive Test

0.02% BAC-0.039% BAC

Subject to discharge

0.04% BAC-Less than State DWI/DUI Limit

Subject to discharge

State DWI/DUI Limit and Above

Subject to discharge

      5. An employee who is tested positive in a non-suspicion-based
post-accident alcohol testing situation shall be subject to the following
discipline for the positive alcohol test or the vehicular accident, whichever is
greater:

First Non-Suspicion-Based Post-Accident Positive Test - 0.02% BAC - 0.039% BAC -
Thirty (30) calendar day suspension. 0.04% BAC and higher - Subject to
discharge.

Second Non-Suspicion-Based Post-Accident Positive Test - 0.02% BAC and higher -
Subject to discharge.

      6. An employee's refusal to submit to any alcohol test will subject the
employee to discharge.

                                       133

<PAGE>

ARTICLE 35, SECTION 4

      M. RETURN TO DUTY AFTER A POSITIVE (GREATER THAN .04 TO THE STATE LIMIT)
         ALCOHOL TEST

Before returning to work the employee must be evaluated by a SAP, comply with
any education and/or treatment recommended by the SAP, be re-evaluated by the
SAP to determine compliance with recommended education and/or treatment, and
take a return-to-duty alcohol test, showing a result of less than 0.02% BAC. The
employee will be subject to at least six (6) unannounced follow-up alcohol
and/or drug tests as determined by the SAP. The requirements of follow-up
testing follow the employee through breaks in service (i.e. layoff, on-the-job
injury, personal illness/injury, leave of absence, etc.). In addition, the
requirements of follow-up testing follow the employee to subsequent employers.
The SAP has the authority to order any number of follow-up alcohol and/or urine
drug tests and to extend the twelve (12) month period up to sixty (60) months.

      N. PAID-FOR-TIME -TESTING

Employees subject to testing and selected by the random selection process for
alcohol testing shall be compensated at the regular straight time hourly rate of
pay provided that the test is negative:

      1. Random Alcohol Tests

      a. Paid for all time at the collection site.

      b. (1) for travel time one way if the collection site is reasonably en
route between the employee's home and the terminal, and the employee is going to
or from work; or

      (2) for travel time both ways between the terminal and the collection
site, only if the collection site is not reasonably en route between the
employee's home and the terminal.

      c. When an employee is on the clock and a random alcohol test is taken any
time during the employee's shift, and the shift ends after eight (8) hours, the
employee is paid time and one-half for all time past the eight (8) hours.

      d. The Employer will not require the city employee to go for alcohol
testing before the city employee's shift, provided the collection site is open
during or immediately following the employee's shift.

      e. During an employee's shift, an employee will not be required

                                       134

<PAGE>

                                                           ARTICLE 35, SECTION 4

to use his/her personal vehicle from the terminal to and from the collection
site to take a random alcohol test.

      f. If a road driver is called to take a random alcohol test at a time when
the road driver is not en route to or from work, the driver shall be paid, in
addition to all time at the collection site, travel time both ways between the
location of the driver when called and the collection site with no minimum
guarantee.

      2. Non-Suspicion-Based Post-Accident Testing

      a. In the event of a non-suspicion-based post-accident testing situation,
where the employee has advised the Employer of the issuance of a citation for a
moving violation, but the Employer does not direct the employee to be tested
immediately, but sends the employee for testing at some later time (during the
eight (8) hour period), the employee shall be paid for all time involved in
testing, from the time the employee leaves home until the employee returns home
after the test.

      b. When the Employer takes a driver out of service and directs the
employee to be tested immediately, the Employer will make arrangements for the
driver to return to his/her home terminal in accordance with the Supplemental
Agreement.

            O. RECORD RETENTION

The Employer shall maintain records in a secure manner so that disclosure of
information to unauthorized persons does not occur.

Each Employer or its agent is required to maintain the following records for two
years:

      1. Records of the inspection and maintenance of each EBT used in employee
testing;

      2. Documentation of the Employer's compliance with the Quality Assurance
Program for each EBT it uses for alcohol testing; and

      3. Records of the training and proficiency testing of each BAT used in
employee testing.

The Employer must maintain for five years records pertaining to the calibration
of each EBT used in alcohol testing, including records of the results of
external calibration checks.

                                       135

<PAGE>

ARTICLE 35, SECTION 4

      P. SPECIAL GRIEVANCE PROCEDURE

      1. The parties shall together create a Special Region Joint Area Committee
consisting of an equal number of Employer and Union representatives to hear drug
and alcohol related discipline disputes. All such disputes arising after the
establishment of the Special Region Joint Area Committee shall be taken up
between the Employer and Local Union involved. Failing adjustment by these
parties, the dispute shall be heard by the Special Region Joint Area Committee
within ninety (90) days of the Committee's receipt of the dispute. When the
Special Region Joint Area Committee, by majority vote, settles a dispute, such
decision shall be final and binding on both parties with no further appeal.
Where the Special Region Joint Area Committee is unable to agree or come to a
decision on a dispute, the dispute will be referred to the National Grievance
Committee.

      2. The Procedures set forth herein may be invoked only by the authorized
Union representative or the Employer.

                                   ARTICLE 36.

                           NEW ENTRY (NEW HIRE) RATES

Effective April 1, 1998, all regular employees hired on or after that date and
employees who are in progression shall receive the following hourly and/or
mileage rates of pay:

      (a) Effective first (1st) day of employment - seventy-five percent (75%)
of the current rate.

      (b) Effective first (1st) day of employment plus one (1) year - eighty
percent (80%) of the current rate.

      (c) Effective first (1st) day of employment plus eighteen (18) months -
ninety percent (90%) of the current rate.

      (d) Effective first (1st) day of employment plus two (2) years - one
hundred percent (100%) of the current rate.

The above rates of pay shall not apply to casual employees.

The term current rate is the applicable hourly and/or mileage rate of pay for
the job classification payable under this Agreement.

                                       136

<PAGE>

                                                                      ARTICLE 37

                                   ARTICLE 37.

                               NON-DISCRIMINATION

The Employer and the Union agree not to discriminate against any individual with
respect to hiring, compensation, terms or conditions of employment because of
such individuals race, color, religion, sex, age, or national origin nor will
they limit, segregate or classify employees in any way to deprive any individual
employee of employment opportunities because of race, color, religion, sex, age,
or national origin or engage in any other discriminatory acts prohibited by law.
This Article also covers employees with a qualified disability under the
Americans with Disabilities Act, although whether the Employer has complied with
the ADA's statutory requirements shall not be subject to the grievance
procedure.

                                   ARTICLE 38.

SECTION 1. SICK LEAVE

Effective April 1, 1980 and thereafter, all Supplemental Agreements shall
provide for five (5) days of sick leave per contract year.

Sick leave not used by March 31 of any contract year will be paid on March 31 at
the applicable hourly rate in existence on that date. Each day of sick leave
will be paid for on the basis of eight (8) hours' straight-time pay at the
applicable hourly rate.

Sick leave will be paid to eligible employees beginning on the third (3rd)
working day of absence due to sickness or accident except where the employee is
hospitalized prior to that date when it will be paid beginning on the date of
hospitalization.

The additional sick leave days referred to above shall also be included in those
Supplements containing sick leave provisions prior to April 1, 1976. The
National Negotiating Committees may develop rules and regulations to apply to
sick leave provisions negotiated in the 1976 Agreement and amended in this
Agreement uniformly to the Supplements. The Committee shall not establish rules
and regulations for sick leave programs in existence on March 31, 1976.

                                       137

<PAGE>

ARTICLE 38, SECTION 2

SECTION 2. JURY DUTY

Effective April 1, 2003, all regular employees called for jury duty will receive
the difference between eight (8) hours pay at the applicable hourly wage and
actual payment received for jury service for each day of jury duty to a maximum
of fifteen (15) days pay for each contract year.

When such employees report for jury service on a scheduled workday, they will
not unreasonably be required to report for work that particular day.

Time spent on jury service will be considered time worked for purposes of
Employer contributions to health & welfare and pension plans, vacation
eligibility and payment, holidays and seniority, in accordance with the
applicable provisions of the Supplemental Agreements to a maximum of fifteen
(15) days for each contract year.

SECTION 3. FAMILY AND MEDICAL LEAVE ACT

All employees who worked for the Employer for a minimum of twelve (12) months
and worked at least 1250 hours during the past twelve (12) months are eligible
for unpaid leave as set forth in the Family and Medical Leave Act of 1993.

Eligible employees are entitled to up to a total of 12 weeks of unpaid leave
during any twelve (12) month period for the following reasons:

      1. Birth or adoption of a child or the placement of a child for foster
care;

      2. To care for a spouse, child or parent of the employee due to a serious
health condition;

      3. A serious health condition of the employee.

The employee's seniority rights shall continue as if the employee had not taken
leave under this Section, and the Employer will maintain health insurance
coverage during the period of the leave.

The Employer may require the employee to substitute accrued paid vacation or
other paid leave for part of the twelve (12) week leave period.

                                       138

<PAGE>

                                                           ARTICLE 38, SECTION 3

The employee is required to provide the Employer with at least thirty (30) days
advance notice before FMLA leave begins if the need for leave is foreseeable. If
the leave is not foreseeable, the employee is required to give notice as soon as
practicable. The Employer has the right to require medical certification of a
need for leave under this Act. In addition, the Employer has the right to
require a second (2nd) opinion at the Employer's expense. If the second opinion
conflicts with the initial certification, a third opinion from a health care
provider selected by the first and second opinion health care providers, at the
Employer's expense may be sought, which shall be final and binding. Failure to
provide certification shall cause any leave taken to be treated as an unexcused
absence.

As a condition of returning to work, an employee who has taken leave due to
his/her own serious health condition must be medically qualified to perform the
functions of his/her job. In cases where employees fail to return to work, the
provisions of the applicable Supplemental Agreement will apply.

It is specifically understood that an employee will not be required to repay any
of the contributions for his/her health insurance during FMLA leave. No employee
will be disciplined for requesting or taking FMLA leave under the contract
absent fraud, misrepresentation, or dishonesty.

Disputes arising under this provision shall be subject to the grievance
procedure.

The provisions of this Section are in response to the federal FMLA and shall not
supersede any state or local law which provides for greater employee rights.

                                   ARTICLE 39.

                                    DURATION

SECTION 1.

This Agreement shall be in full force and effect from April 1, 2003, to and
including March 31, 2008, and shall continue from year to year thereafter unless
written notice of desire to cancel or terminate this Agreement is served by
either party upon the other at least sixty (60) days prior to date of
expiration.

                                       139

<PAGE>

ARTICLE 39, SECTION 1

When notice of cancellation or termination is given under this Section, the
Employer and the Union shall continue to observe all terms of this Agreement
until impasse is reached in negotiations, or until either the Employer or the
Union exercise their rights under Section 3 of this Article.

SECTION 2.

Where no such cancellation or termination notice is served and the parties
desire to continue said Agreement but also desire to negotiate changes or
revisions in this Agreement, either party may serve upon the other a notice at
least sixty (60) days prior to March 31, 2008 or March 31st of any subsequent
contract year, advising that such party desires to revise or change terms or
conditions of such Agreement.

SECTION 3.

The Teamsters National Freight Industry Negotiating Committee, as representative
of the Local Unions or the signatory Employer or the authorizing Employer
Associations, shall each have the right to unilaterally determine when to engage
in economic recourse (strike or lockout) on or after April 1, 2008, unless
agreed to the contrary.

SECTION 4.

Revisions agreed upon or ordered shall be effective as of April 1, 2008 or April
1st of any subsequent contract year.

SECTION 5.

In the event of an inadvertent failure by either party to give the notice set
forth in Sections 1 and 2 of this Article, such party may give such notice at
any time prior to the termination or automatic renewal date of this Agreement.
If a notice is given in accordance with the provisions of this Section, the
expiration date of this Agreement shall be the sixty-first (61st) day following
such notice.

SECTION 6.

In those circumstances where the Teamsters National Freight Industry Negotiating
Committee, as representative of the Local

                                       140

<PAGE>

                                                           ARTICLE 39, SECTION 6

Union, or the signatory Employer or the authorizing Employer Associations, shall
have served a notice of reopening pursuant to this Article and have not been
able to arrive at an agreement within six (6) months, then either side shall
have the right on sixty (60) days' written notice to terminate this Agreement.

IN WITNESS WHEREOF the parties hereto have set their hands and seals this day of
______ , 2003 to be effective April 1, 2008, except as to those areas where it
has been otherwise agreed between the parties.

                             NEGOTIATING COMMITTEES
                              FOR THE LOCAL UNIONS:
                       TEAMSTERS NATIONAL FREIGHT INDUSTRY
                              NEGOTIATING COMMITTEE

                            James P. Hoffa, Chairman

                             Phil Young, Co-Chairman

      Danny L. Barton                            Ken Bryant
      Randy Cammack                              Keith E. Clavin
      Chuck Crawley                              Billy D. Cullen
      Patrick W. Flynn                           Johnny Gabriel
      Ronald M. Jenkins                          Tyson Johnson
      Charles W. Knight                          Walter A. Lytle
      Chuck Mack                                 Kevin McCaffrey
      Dan McKay                                  Stuart B. Mundy
      Robert Paffenroth                          Frank Perkins
      Henry B. Perry, Jr.                        Carlos Ramos II
      Carlow Scalf                               Tony Scott
      Lester A. Singer                           Bradley D. Slawson, Sr.
      W. C. "Willie" Smith                       Ernie Soehl
      Ron Stephens                               Waymond B. Stroud, Sr.
      Gordon A. Sweeton                          Ralph J. Taurone
      Daniel A. Virtue                           Robert D. Younger
      Fred E. Zuckerman

                                       141

<PAGE>

                               FOR THE EMPLOYERS:
                                  TMI DIVISION,
                       MOTOR FREIGHT CARRIERS ASSOC., INC.

                         Kermit Scarborough, Co-Chairman

                             John Dale, Co-Chairman

                            Jack Ferrone, Co-Chairman

              Gary Behling                  Lamar Beinhower
              Les Blalock                   Larry Christon
              John Coulson                  Bob Davidson
              Hal Franke                    Pete Hassler
              Mike McMillan                 Roger Morrison
              John Novak                    Matt Oglesby
              A. J. Phillips                Gordon Ringberg
              Hugh Roberts                  Jim Roberts
              Mark Rodgers                  Mike Scalzo
              Phil Stanoch                  Dan Thomas
              Len Waldo

                                       142

<PAGE>

                         MEMORANDUM OF UNDERSTANDING ON
                           ARTICLE 32- SUBCONTRACTING

During negotiations for the National Master Freight Agreement to replace the
Agreement which is scheduled to expire on March 31, 2003, the parties discussed
employer subcontracting under Article 32 of the NMFA. As a result of these
discussions, the parties agreed to the following understandings and
clarifications as to the intent of the work preservation, diversion of work, and
subcontracting provisions of Article 32:

      A. It is a violation of Article 32 to use vendors to perform work, other
than overflow, of the kind, nature, or type currently or previously performed by
bargaining unit employees. For example, it is a violation of Article 32 for the
size of the bargaining unit to decrease by attrition and the Employer not
replace the employees while using vendors to perform work of the kind, nature,
or type previously performed by that bargaining unit. Bargaining unit work of
the kind, nature, or type includes any pick-up or delivery of freight, dockwork,
clerical, or maintenance work functions performed by the bargaining unit under
the Agreement.

      B. Although Article 32 permits the Employer to subcontract overflow work,
it is a violation for the Employer to regularly subcontract work of the kind,
nature, or type currently or previously performed by the bargaining unit, rather
than hiring additional employees over and above the existing complement to
perform the regularly subcontracted work. Subject to employee availability (for
example, inability to hire and/or absenteeism), work is subcontracted regularly
in violation of Article 32 when there is a pattern of bargaining unit work being
subcontracted on a daily or weekly basis. Nothing in this Memorandum of
Understanding is intended to change the triggers for hiring in the applicable
Supplemental Agreements.

      C. Recognizing that shippers may consign freight within their control
to/from Mexico at any point in the United States, Article 32 prohibits the
Employer from subcontracting work under its control to be performed in the
United States of the kind, nature, or type currently or previously performed by
the bargaining unit to employees employed by Mexican companies.

                                       143

<PAGE>

      D. It is a violation of Article 32 for the Employer to knowingly
subcontract bargaining unit work to be performed by a subcontractor while any
regular scheduled or regular unscheduled employees, including "shapes" or "10
percenters" are on lay off. Subterfuge by any party is a serious offense and
violates Article 32. Examples of subterfuge may include:

      a. Tendering an amount of freight to a vendor on a given day that exceeds
the capacity of that vendor; and

      b. Tendering freight to a subcontractor that knowingly will not be
attempted for delivery on the day subcontracted.

                                       144