U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
                   For the fiscal year ended December 31, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
                   For the transition period from ____ to____

                          Commission file number 0-2882

                             ESCO TRANSPORTATION CO.
                 (Name of small business issuer in its charter)

                      Delaware                       55-0257510
                      --------                       ----------
              (State or other jurisdiction of     (I.R.S. Employer
             incorporation or organization)     Identification No.)

                              4301 East Park Drive
                              Houston, Texas 77028
                              --------------------
                    (Address of principal executive offices)

     Registrant's telephone number                           (713) 635-1008
                                                             --------------

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to section 12(g) of the Act:

                     Common Stock, $.001 par value per share
                                (Title of class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing requirements for the past 90 days.  Yes X .  No.
                                                                 ---      ---

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year.  $34,967,200
                                                                  -----------

The  aggregate  market  value  of  the  Registrant's  voting  stock  held  by
non-affiliates  on  May  18,  2000 was $2,816,803 based upon the average bid and
asked  prices  of  the  common  stock  of  $.20  per  share  on  that  date.

The  number  of  shares  outstanding  of the common Stock, .001 par value, as of
December  31,  1999  was  13,818,997.

Transitional  Small  Business Disclosure Format (Check one):  Yes   .  No X .
                                                                 ---     ---


<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

(a)     Business

ESCO  Transportation Co., a Delaware corporation ("ESCO" or the "Company"), is a
short  haul  contractor  of  freight  for  major shipping companies as well as a
national  freight  hauling and freight brokering company.  The Company also owns
certain  oil  and  gas properties, which constitute an immaterial portion of the
Company's  assets  and generate an immaterial portion of the Company's revenues.

The  Company  was  incorporated  in  1916  under  the laws of the West Virginia.
Effective  May  20,  1992,  the  Company  was  reincorporated  as  a  Delaware
corporation.  Until  December  1993,  the  Company  was engaged primarily in the
business  of  exploration  for,  production of and sale of crude oil and natural
gas.  On October 11, 1994, the Company changed its name from "Power Oil Company"
to  "ESCO  Transportation  Co."  Unless  otherwise indicated, the information in
this  Annual  Report  is  adjusted  to  reflect the one-for-four and one-for-ten
reverse  stock  split  of  the  outstanding shares of the Company's common stock
effected  in  November  1996.

(b)     Business  of  Issuer

The  principal  business  of  the  Company  is  providing  contract transporting
services  to major shipping companies, primarily inter-connecting short hauls of
container  shipments.  Most of this business consists of rail to rail or rail to
port  shipments.  In  performing  its  services,  the  Company leases trucks and
trailers,  with the individual truck owners providing the drivers.  The owner of
the  truck  generally  receives  70%  to  75%  of the revenue generated from the
shipment  as  compensation  for providing the truck and the driver.  The Company
operates  out  of  facilities located in Houston, Texas; Dallas, Texas; Ontario,
California;  Memphis,  Tennessee;  Fort Smith, Arkansas; Minneapolis, Minnesota;
Ripon,  California;  Gulf  Port,  Mississippi;  and  Springdale,  Arkansas.  The
Company's  corporate  offices  are  located  in  Houston,  Texas.  The Company's
freight  brokerage  operations  pursue a cost plus strategy in dispatching loads
for  various  shippers  in  the  southeastern  United  States.

The Company is operating in an industry that is highly competitive.  The Company
currently  competes  directly  and  indirectly  with  a  large number of smaller
contract  carriers.  Many  of the Company's long-haul competitors are larger and
have  significantly greater resources than the Company.  The Company competes on
the  basis  of  price  and  service.

Freight  activity is typically somewhat stronger in the second half of the year,
with peak months in August, September and October.  In addition, bad weather and
holidays  generally  affect  business activity because the Company's business is
concentrated  in  temperate  regions  of  the  country.  However,  the Company's
operations  have  not  been  historically  seasonal  to  any  material  degree.

The Company believes that its current business operations are in compliance with
all  applicable  federal,  state  and  local regulations governing its business.

The  Company employs approximately 200 employees, all of whom are full time.  In
addition,  the  Company  has  approximately  365  owner/operators as independent
contractors  of  the  trucks  used  in  the  Company's  operations.


                                        2
<PAGE>
ITEM  2.     DESCRIPTION  OF  PROPERTIES

The  Company  leases  the  following land and buildings now being used to in its
operations.

1.   A facility consisting of 6,000 square feet of office space and ten acres of
     paved truck parking space in Houston,  Texas. The facility is used to house
     the  Houston  drayage  operations,  a Houston  transloading  and  warehouse
     operation, and the corporate offices.

2.   Land and building located in Memphis, Tennessee consisting of approximately
     3,000  square feet of office space and fifteen  acres of truck  parking and
     container  storage space.  These facilities are used to operate the Memphis
     drayage facilities and the Memphis container yard facilities.

3.   A facility  consisting of  approximately  2,000 square feet of office space
     located in  Ontario,  California.  These  facilities  are used to house the
     Company's Ontario, California drayage operations.

4.   A facility  totaling  approximately  5,000  square feet of office space and
     eight acres of truck parking in Springdale,  Arkansas. These facilities are
     used to house the over-the-road division located in Springdale, Arkansas.

5.   A facility  consisting  of  approximately  800 square feet of office  space
     located  in  Ripon,  California.  These  facilities  are used to house  the
     Company's Ripon, California drayage operations.

6.   A facility  consisting of  approximately  1,000 square feet of office space
     located in Fort Smith,  Arkansas.  These  facilities  are used to house the
     Company's Fort Smith, Arkansas drayage operations.

7.   A facility  consisting of  approximately  2,000 square feet of office space
     located in Dallas,  Texas. These facilities are used to house the Company's
     Dallas, Texas drayage operations

The  Company  also has a note payable on approximately five acres of undeveloped
land  in  Springdale,  Arkansas,  which  it  currently  has  for  sale.

The  Company  owns  producing and non-producing oil and gas leases in the United
States,  which  are  located  in  Louisiana,  New  Mexico,  Texas,  and Wyoming.


                                        3
<PAGE>
ITEM  3.     LEGAL  PROCEEDINGS

The  Company  is  a  party  to  routine  litigation  incidental to its business,
primarily involving claims for personal injuries and property damage incurred in
the  transportation  of  freight.  The Company maintains insurance coverage that
covers the liability resulting from such claims.  Adverse results in one or more
of  these  cases  would  not  have  a  material  adverse effect on the financial
position  of  the  Company.

As of the date of filing hereof, May 5, 2000, ESCO Transportation is involved in
the  following  litigation:

Case  No.  EDVC 98-22ORT (VAPx); Intercargo Insurance Co. v. Burlington Northern
Santa  Fe  Railroad,  it  al.;  In  the U.S. District Court, Central District of
California.

     Intercargo Insurance Company is suing multiple defendants because a load it
     insured  was  misdelivered  at  the  railyard  to  persons  who  stole  the
     merchandise.   Defendant   Burlington  Northern  &  Santa  Fe  Railway  has
     cross-claimed   against   multiple   other   defendants,   including   ESCO
     Transportation,  for indemnity.  ESCO  Transportation  never had custody or
     control of the stolen  merchandise.  ESCO  Transportation has answered both
     Intercargo's claim and Burlington's cross-claim.  ESCO Transportation seeks
     its  reasonable  and necessary  defense costs by asserting that the actions
     were not brought  with  reasonable  cause and in the good faith belief that
     there  is  a  justifiable   controversy  under  the  facts  and  law.  ESCO
     Transportation is seeking a dismissal of the claims against it.

     The Company's  management  does not believe that this  litigation will have
     any material impact on the Company's business.

Case  No.  98-0840-1;  Pacific  Business Capital Corp v. ESCO Transportation Co.
and  Michael  Till,  Individually;  in  the Chancery Court of Shelby, Tennessee.

     Pacific  Business sued ESCO  Transportation  and Mike Till in an attempt to
     enforce  a  security  interest  it holds  in some  property  of  Intermodal
     Logistics Co. ESCO  Transportation  took over the operations of Intermodal,
     which is more fully described in the 1997 10-KSB  previously filed with the
     SEC. The security interest granted Pacific Business by Intermodal  concerns
     chattel paper,  mainly receivables and right to receivables.  The agreement
     between  ESCO   Transportation   and   Intermodal   specifically   excludes
     receivables  due  and  owing  prior  to  the  date  of the  agreement,  and
     Intermodal retained all rights to those funds. It is ESCO  Transportation's
     and Mike Till's position that they have not violated any security  interest
     Pacific Business may have; ESCO Transportation and Mike Till seek dismissal
     as expeditiously as possible.

     The Company's  management  does not believe that this  litigation will have
     any material impact on the Company's business.


                                        4
<PAGE>
ITEM  3.     LEGAL  PROCEEDINGS  (CONTINUED)

Case  No. RCV27092; Sepulveda v. ESCO Transportation Co, et al.; in the Superior
Court  of  the  State  of  California  for  the  County  of  San  Bernardino.

     Regina  Sepulveda is a former cleaning person for ESCO's leased premises in
     California;  she was  allegedly  injured  when she was leaving the property
     when a gate fell on her as she was closing the gate.  Sepulveda has brought
     premises liability claims against ESCO, the owner of the property,  and the
     manufacturer/repairer of the gate in question.

     ESCO is also currently in dispute with its insurance  carrier regarding the
     coverage and defense costs.

     ESCO  is  evaluating  the  case  for  possible  settlement.

     ESCO's  management  does not  believe  that this  litigation  will have any
     material impact on ESCO's business.


                                        5
<PAGE>
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

There were no matters submitted to a vote of the security holders of the Company
through  the  solicitation  of proxies or otherwise during the fourth quarter of
the  fiscal  year  ending  December  31,  1999.


                                        6
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  Company's  common  stock  is  traded on the NASDAQ Bulletin Board under the
symbol  "ETCO."  The  following table sets forth the high and low bid prices for
the  common  stock  for  the  periods  indicated,  as  quoted  by  NASDAQ:

              FISCAL YEAR ENDED DECEMBER 31, 1998:     HIGH     LOW
                 First  Quarter                      $  .53  $  .27
                 Second  Quarter                        .62     .34
                 Third  Quarter                         .90     .37
                 Fourth  Quarter                        .52     .32


              FISCAL YEAR ENDED DECEMBER 31, 1999:     HIGH     LOW
                 First  Quarter                      $  .53  $  .35
                 Second  Quarter                        .63     .27
                 Third  Quarter                         .48     .26
                 Fourth  Quarter                        .35     .25

The  listed  quotations  reflect  interdealer  prices,  without  retail mark-up,
mark-down or commissions, and may not necessarily represent actual transactions.

As  of  December  31,  1999, there were 1,027 holders of record of the Company's
common  stock.

The  Company  has  not  paid  dividends  on its common stock during the last six
years.  The  Company presently intends to retain earnings as working capital and
to  finance the expansion of its business and, therefore, does not expect to pay
any  cash  dividends  in  the  foreseeable  future.  Any determination as to the
payment  of  cash  dividends  will  depend  upon the Company's earnings, general
financial  condition,  capital  needs  and other factors deemed pertinent by the
Board  of  Directors, as well as any limitations imposed by lenders under credit
facilities.


                                        7
<PAGE>
ITEM  6.     MANAGEMENT'S  DISCUSSION,  ANALYSIS,  AND  PLAN  OF  OPERATION

OVERVIEW
--------

ESCO  Transportation  continued  to show growth from 1998 to 1999 of over 28% in
its  overall revenues due primarily to increased volume and a decline in its net
loss  from  $(396,569)  to  $(77,541).  Administrative  costs as a percentage of
revenue  stayed  relatively constant at 25% but increased substantially from the
prior  year,  primarily  due  to  an increase in infrastructure at the corporate
level  and  the growth of personnel and operations at all locations necessary to
handle  the  increased volume of business.  The Company's management anticipates
the  present  infrastructure will handle additional business increases without a
proportionate  additional  increase  in  personnel  and  related  costs.

Costs  are  related to the Company's working capital financing under a factoring
arrangement with Commercial Billing Services/Compass Bank which increased as the
outstanding  balance  to  Compass  Bank increased.  During the year, the Company
found  the  need  to  increase  its  outstanding balance in factored receivables
partially  due  to a need to generate the cash required to remain current on the
Company's  long-term  debt.  Net  income  before  depreciation  increased  from
$1,019,000  in  1998  to  $1,392,000  in 1999 but did not increase in sufficient
amounts  to  handle  the  annual  debt  service  on its long-term debt, which is
approximately  $1,800,000.  The  cost  of  financing  through  the  factoring
arrangement  is  higher  than  the  cost of its long-term debt, resulting in the
increase  in the total interest costs for the year.  Interest costs on long-term
debt  declined  primarily  because  reduction  in  the  total  long-term  debt
outstanding.

Since  1993,  the Company's revenues have grown from approximately $3,000,000 to
$34,967,000  in  1999.  This  level  of growth and the low capitalization of the
Company  has  required  financing  which  is  typically  considered riskier, and
accordingly,  resulted  in higher financing costs for the Company in spite of an
improved  factoring  arrangement  with  Commercial  Billing  Services.

The  net  operations  for  the year showed an improvement in losses from 1998 of
$(396,569) to a loss in 1999 of $(77,541).  In 1999, the Company determined that
its  billing  systems  were resulting in excess write-offs due to billing errors
and adjustments which exceeded $700,000 and $600,000 in write-offs for the years
1999 and 1998, respectively.  These amounts were reflected in the net losses for
both  years.  The  Company  has  acquired  and is the process of implementing an
updated  financial  reporting  and  dispatch system which management anticipates
alleviating  a  substantial  part  of  the write-offs which have occurred in the
past.  In  addition,  1999  was  a  transition year for the Company and included
additional  infrastructure costs exceeding $500,000 with the addition of the new
management team and consultants to establish and begin implementing its business
plan  and  the  Company's  growth patterns.  Although the Company showed a small
loss  for  1999,  the  revenue  growth  and anticipated expansion of the Company
operations  is  seen  as  a  positive  trend.


                                        8
<PAGE>
ITEM  6.     MANAGEMENT'S  DISCUSSION,  ANALYSIS,  AND  PLAN  OF  OPERATION
             (CONTINUED)

OVERVIEW  (CONTINUED)
---------------------

During  the  year ended December 31, 1999, the Company's new management team has
been  focusing  their  direction  on  implementing  revised  control procedures,
upgrading  their financial reporting systems, and implementing a plan to operate
the  Company  into  2000.  Originally, a shareholders meeting had been scheduled
for  December  1999  but  was  postponed until the third quarter of 2000 pending
completion  and  a full and comprehensive report of many of the key issues being
addressed  by  the  management  team.  Upon  completion of the scheduling of the
shareholders meeting, the management team will address its future business plans
and  operations  for  the  Company  during  1998,  1999,  and  2000.  As such, a
shareholders  meeting  was not held in 1998 or 1999.  Management is committed to
ensuring  the  shareholders  are  kept apprised of the Company's situation, both
operational  and  financial,  by filing timely and complete reports with the SEC
for  the shareholders to review and analyze.  Management's efforts were utilized
towards  getting the Company into fully reporting status and has determined that
this  accomplishes  a  great  deal  towards facilitating shareholder information
concerning  the  Company's  status.  This effort to complete the fully reporting
status  of the Company which involved completing several audits and revising and
upgrading  the  financial reporting systems and the effort to implement a global
Company  software  involved  an inordinate amount of work and were extraordinary
events that, once done, will not involve the same usurpation of Company manpower
and  resources.  However,  the Company's management determines that this supreme
effort  would  enhance  the  Company's  profitability  and  makes its procedures
streamlined  for  the  future which will result in greater long term benefits to
the  shareholders.

GOING  CONCERN
--------------

The  Company's  auditors  have  included a paragraph in their audit report which
describes  concerns  about  the  Company's ability to continue to operate due to
recurring  net  losses,  working  capital  deficits,  a deficit in stockholders'
equity,  and the fact that the Company had not been operating in compliance with
the  terms  of  its  factoring agreement.  This noncompliance has been occurring
since 1998, but Compass Bank did not inform the Company that it deemed this as a
noncompliance  until  2000.

In  March 2000, the Company reached a forbearance agreement with Compass Bank to
continue  funding  daily  cash  needs  of  the Company.  This agreement included
conditions  which  management  feels  are  attainable  and  expect the factoring
relationship  to  continue  as  needed  by the Company.  However, because of the
nature  of several of the conditions, the Company's auditors deemed it necessary
to  include  a  "going  concern"  paragraph  in its audit report to highlight to
shareholders and readers of the financial statements this fact in the event such
conditions  are  not  met  by  the  Company.


                                        9
<PAGE>
ITEM  6.     MANAGEMENT'S  DISCUSSION,  ANALYSIS,  AND  PLAN  OF  OPERATION
             (CONTINUED)


GOING  CONCERN  (CONCERNED)
---------------------------

As  stated  in  Note P to the financial statements, management had already begun
taking  steps  in  1999  and  continues  to  take steps to alleviate its working
capital deficits and losses.  It has budgeted profitable operations for 2000 and
has  completed  a  five-year  business plan which is for planned Company growth.
This  business  plan  is  being  used by brokerage firms hired by the Company to
actively  pursue  additional  sources  of  working  capital  and  equity for the
Company.

Management has deemed the forbearance agreement as a opportunity to solidify its
relationship  with  Compass  Bank and/or future financing sources and anticipate
this  will improve the operation of the Company for the long-term benefit of its
shareholders and address  the  issues that cause the company to  have a  growing
concern opinion

PROGRESS  IN  1999  AND  STRATEGY  FOR  2000
--------------------------------------------

In  early  1999,  the  Company  formulated  a  new management team to assist the
Company  in  moving  toward  a  more  profitable financial position and move the
Company  forward  to  place it in a position to show substantial growth in 1999,
2000, and beyond.  The Company has taken the following steps to accomplish these
objectives:

-    Effective March 1, 1999, the Company implemented a new management team with
     Robert  Weaver as President  and Robert  Darilek,  CPA, as Chief  Financial
     Officer,  and  has  expanded  the  management  team  to  incorporate  a new
     Corporate Controller and a new Vice President of Operations. The new team's
     goals were to return the Company to a fully  reporting  status with the SEC
     and to use the  business  relationships  of Mr.  Weaver to  expand  Company
     business in all of its  existing  locations.  The Company is also  actively
     pursuing   candidates  for  acquisition  or  merger  with  the  Company  to
     facilitate  future growth.  In addition,  the Company is actively  pursuing
     capital  funds to improve its working  capital in 2000 and future years for
     such acquisition or merger plans.

-    The  Company has also taken an active  approach to bring trade  receivables
     within terms for all of its  customers and has hired a manager in charge of
     accounts  receivable  collections  to oversee this  operation and to pursue
     collections on a day-to-day basis.

-    The Company also implemented  processes during 1999 to identify  processing
     and billing  problems and has implemented  procedures to eliminate the high
     write-offs that existed in 1999. This should add additional  profits to the
     net income of the Company and improve cash flow.


                                       10
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION, ANALYSIS, AND PLAN OF OPERATION (CONTINUED)


PROGRESS  IN  1999  AND  STRATEGY  FOR  2000  (CONTINUED)
---------------------------------------------------------

-    The  Company  established  a budget  for 1999  and  2000  and  outlined  an
     organizational  chart that more  clearly  defines  roles of  authority  and
     responsibility  to the terminal  managers at all  locations of the Company.
     This  processing  has  placed a  higher  level  of  accountability  for all
     terminal managers and is used to facilitate the Company's efforts to reduce
     its losses in 1999 and generate a profitable  year in 2000.  In addition to
     the above,  the Company has worked during 1999 to accomplish  the following
     objectives:

     -    Improved its internal  control and  financial  reporting  processes to
          provide for better  cutoff and  improved  and more  reliable  internal
          financial information.

     -    Improved its external shareholder,  public, and market reporting.  The
          Company  is  fully  reporting  with  the  SEC  in  1999  which  is  an
          accomplishment that has not been previously  completed within the last
          five  years.  This  fully  reporting  effort  is  expensive  and  time
          consuming,  but  management  is  committed  to  its  shareholders  and
          bringing them timely and pertinent Company information.

     -    Established a firm budgeting process by division which was implemented
          initially during 1999 and formalized with the 2000 budget.

     -    Expanded  operations  as  part  of its  business  plan to grow to $100
          million in revenue in four years.  Recently, the Company expanded into
          Fort Smith, Arkansas;  Minneapolis,  Minnesota; Ripon, California; and
          Gulf Port, Mississippi.

     -    Implemented   a  business  plan  to  improve   profitability   through
          technology and improved processes.


                                       11
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION, ANALYSIS, AND PLAN OF OPERATION (CONTINUED)


YEAR  2000  ISSUE
-----------------

The  Year  2000 issue is the result of date coding within computer programs that
were  written  using  just  two  digits  rather  than  four digits to define the
applicable  year.  If  not  corrected, these date codes could cause computers to
fail to calculate dates beyond 1999 and as a result, computer applications could
fail  or  create  erroneous  results  by  or  at  the  Year  2000.

The  Company,  together  with  outside  vendors engaged by the Company, has made
assessments  of  the  Company's  potential  Year  2000  exposure  related to its
computerized  information  systems.  Because  of  the  nature  of  the Company's
operations,  many  of  its  computerized information systems will be required to
process information which includes post-year 2000 date coding well in advance of
January  1, 2000.  The Company has completed its overall assessment of Year 2000
issues  associated  with  its  current  systems and engaged efforts to remediate
potential  year  2000  exposure  with  respect  to  those systems, including the
identification, selection, and implementation of a major new Year 2000 compliant
software  system.  Following  the  remediation  phase,  the  Company  engaged in
testing  of the applicable systems in order to verify Year 2000 compliance.  The
Company utilizes a variety of remediation and testing methods in connection with
its  Year  2000  compliance  efforts.  Management  believes  that  the Company's
compliance plan is such that Year 2000 exposures will be mitigated.  To date, no
material  information  technology projects of the Company have been delayed as a
result  of  the  Company's  Year  2000  compliance  efforts.

The Company has also made assessments of the potential future Year 2000 exposure
associated  with  its  embedded  technology  systems, such as telephone systems,
freight  hauling tracking systems, and accounting and payment systems.  Based on
such assessments, the Company does not believe that it has significant Year 2000
exposure  with  respect  to  such  embedded  technology  systems.

The  Company  is  currently  involved  in  discussion  with important suppliers,
business partners, customers, and other third parties to determine the extend to
which  the Company may be vulnerable to the failure of these parties to identify
and  correct their own Year 2000 issues.  In the ongoing acquisition of software
and  hardware  installations,  the  Company  generally requires that its vendors
certify  the  Year  2000  compliance of acquired products.  The Company believes
that  its  own  software  vendors  are  Year  2000  compliant.

The Company is utilizing and will continue to utilize both internal and external
resources to reprogram or replace its computer systems such that the systems can
be  expected  to be Year 2000 compliant in advance of respective critical dates.


                                       12
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION, ANALYSIS, AND PLAN OF OPERATION (CONTINUED)


YEAR  2000  ISSUE  (CONTINUED)
------------------------------

The Company continues to implement its Year 2000 plan.  The progress made was in
accordance with the plan, including progress on the new system which is expected
to  go  online on during the Year 2000.  There was no new information which came
to  management's  attention  that would indicate that the plan should be altered
significantly  or  that  the  plan  would  not  be  successful in the time frame
prescribed  by  the  plan.

The  dates  of  expected  completion  and  the  costs of the Company's Year 2000
remediation  efforts  are  based  on  management's  estimates, which are derived
utilizing  assumptions  of  future events, including the availability of certain
resources,  third  party  remediation plans, and other factors.  There can be no
guarantee  that  these  estimates will be achieved, and if the actual timing and
costs  for  the  Company's  Year 2000 remediation program differ materially from
those anticipated, the Company's financial results and financial condition could
be  significantly  affected.  Additionally,  despite testing by the Company, the
Company's  systems may contain undetected errors or defects associated with Year
2000 issues for remediation or to complete its Year 2000 remediation and testing
efforts  prior  to  respective  critical  dates, as well as the failure of third
parties  with  whom  the  Company  has  an  important  relationship to identify,
remediate,  and  test  their  own  Year 2000 issues and the resulting disruption
which  could  occur  in  the  Company's  systems and could have material adverse
effects  on  the  Company's  business,  results  of  operations,  cash flow, and
financial  condition.

OTHER  MAJOR  DEVELOPMENTS
--------------------------

In  January  2000,  the  Company  completed  the  acquisition  of  Quantum
Transportation,  Inc.  based in Shakopee, Minnesota and with an office in Ripon,
California.  This  acquisition was completed for a purchase price of $530,000 of
a  combination  of  cash  and  stock.  Management  believes  that this strategic
acquisition  will  add  $225,000  to  its  yearly  income.

The  Company  has continued to evaluate additional prospects for acquisition and
anticipates  two  acquisitions  before  December  31,  2000.

In  September  1999,  the  Company sold its land in Houston, Texas for a profit.

The  Company  filed  a  Certificate  of  Amendment  to the Company's Articles of
Incorporation  in  January  1999 to clarify the authorized capital in Article V.
The  Articles  of Incorporation authorized Twenty Million (20,000,000) shares of
Common  Stock  and  Fifteen Million (15,000,000) shares of Preferred Stock; both
with  a  par  value  of  $.001.


                                       13
<PAGE>
------
ITEM 6.     MANAGEMENT'S DISCUSSION, ANALYSIS, AND PLAN OF OPERATION (CONTINUED)


FUTURE  PLANS
-------------

The Company anticipates a profitable year for the fiscal year ended December 31,
2000  based  on its operations for the first quarter and its detailed budget for
the year.  Its new management team is actively pursuing opportunities to improve
working  capital and has developed a five year plan to improve processes, expand
existing  markets, and develop future acquisitions of the Company.  During 1999,
the Company implemented a budgeting process and continues to implement budgeting
accountability  and  financial  reporting  procedures  for  all divisions of the
Company.  The  Company's  management  anticipates  this  accountability  and
decentralization  of  accountability will provide more direct incentives for the
managers  to  increase  revenues and profits at each location and also provide a
tool  to  monitor  progress  according  to the budget on a monthly and quarterly
basis.

Management is presently conducting discussions with financing and equity capital
companies  to improve its credit line and provide additional working capital for
the Company.  Management anticipates during the 2000 fiscal year that several of
its major fleet will be replaced with new equipment and will pursue establishing
a  credit  line to handle growth and the addition of new equipment as necessary.
Management anticipates the financing arrangements will improve current financing
interest  rates  and  payments  of  its  existing  fleet.

SAFE  HARBOR
------------

This  report  on  Form  10-KSB  (the  Report)  contains  certain forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created thereby.  Investors
are  cautioned that all forward-looking statements necessarily involve risks and
uncertainty,  including,  without  limitation, the risk of a significant natural
disaster,  the  expansion  or  contraction in its various lines of business, the
impact  of inflation, the impact of Year 2000 issues, the ability of the Company
to  meet its debt obligation, changing licensing requirements and regulations in
the  United  States  pertinent  to  its  business, the ability of the Company to
expand  its  businesses, the effect of pending or future acquisitions as well as
acquisitions  which  have  recently been consummated, general market conditions,
competition,  licensing  and  pricing.  All statements, other than statements of
historical  facts,  included  or  incorporated  by  reference in the Report that
address  activities,  events  or  developments  that  the  Company  expects  or
anticipates will or may occur in the future, including, without limitation, such
things as future capital expenditures (including the amount and nature thereof),
business  strategy  and  measures  to  implement  such  strategy,  competitive
strengths,  goals,  expansion,  and  growth  of  the  Company's  businesses  and
operations,  plans,  references  to  future success, as well as other statements
which  includes  words  such  as  "anticipate,"  "believe,"  "plan," "estimate,"
"expect," and "intend" and other similar expressions, constitute forward-looking
statements.  Although  the  Company believes that the assumptions underlying the
forward-looking  statements  contained  herein  are  reasonable,  any  of  the
assumptions  could over time prove to be inaccurate and, therefore, there can be
no  assurance  that  the forward-looking statements included in this Report will
themselves  prove  to  be  accurate.  In  light of the significant uncertainties
inherent  in  the  forward-looking  statements included herein, the inclusion of
such  information  should  not be regarded as a representation by the Company or
any  other person that the objectives and plans of the Company will be achieved.

                                       14
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION, ANALYSIS, AND PLAN OF OPERATION (CONTINUED)


INFLATION  AND  CHANGES  IN  PRICES
-----------------------------------

The  Company does not anticipate future changes in prices or inflation levels to
have  a  significant  impact  on  the  operations  of  the  Company.

SUMMATION
---------

The Company's management believes that is has taken a positive turn in 1999 with
the  new  efforts  and  the  new  direction  to  improve the Company's financial
position  and  develop  financial  growth  over  the  upcoming  years.  The  new
management  team  sees  opportunities  for  substantial  profits  in  2000  and
subsequent  years.  The  Company  intends  to  become  a  major force within the
intermodal transportation industry, as well as the trucking industry as a whole.

ITEM  7.     FINANCIAL  STATEMENTS

The  Company's  financial  statements and supplementary disclosures are included
herein  on  pages  23  through  44.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

In  1995,  the  Company  filed Form 15 with the SEC to become non-reporting.  In
1999,  the  Company  returned  to  reporting status when it hired Null & Lairson
P.C.,  (formerly  Lairson,  Stephens  and Reimer, P.C.) to perform audits of the
1996  and  1997  financial  statements.  During  1999,  the Company hired Fitts,
Roberts  and Co., P.C. to complete the audit of its 1998 financial statements to
again  become  fully  reporting.  Effective  through  the  reporting  period  of
September  30,  1999,  the Company has completed all filings and has implemented
procedures  to  ensure  future  filings  are  maintained  timely.

During  the  period  that  Null & Lairson, P.C. was the Company's auditor, there
were  no  disagreements  on  any  matter  of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure or any reportable
events.  Null  &  Lairson,  P.C.'s  report  on  the financial statements for the
Company  contained  no  adverse  opinion  or  disclaimer  of opinion and was not
qualified  or modified as to uncertainty, audit scope, or accounting principles.
The  Company  has  requested  Null  &  Lairson, P.C. to furnish it with a letter
addressed  to  the  Securities and Exchange Commission stating whether or not it
agrees  with  the statements made by the Company herein and, if not, stating the
respects  in  which it does not agree.  Any copy of this letter will be attached
as  an  exhibit  to  a  later  report  of  Form  8-K/A.

                                       15
<PAGE>
                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

<TABLE>
<CAPTION>
      Name                         Position with Registrant
-------------------  -----------------------------------------------------------------------
<S>                         <C>
Edwis L. Selph, Sr.  Chief Executive Officer and Chairman of the Board
Robert Weaver        President and Chief Operating Officer and Director (Effective 03/01/99)
Robert F. Darilek    Chief Financial Officer and Director (Effective 03/01/99)
Edwis L. Selph, Jr.  Vice President and Director/Secretary/Treasurer
Bernard Vlahakis     Director
</TABLE>

Each  director shall hold office until his/her successor shall have been elected
and  qualified  or  until  resignation  or  removal by the Board of Directors in
accordance  with  the  By-laws  of  the  Company.

The  officers of the Registrant are elected by the Board of Directors.  The term
of  each  officer  is  until  voluntary resignation or replacement.  There is no
arrangement  or  understanding  between  any  directors  pursuant  to selection.

Edwis  L.  Selph,  Sr.  has  served as a Director of the Company since April 29,
----------------------
1986.  He served as Chairman of the Board, President and Chief Executive Officer
from  February  27, 1987 until February 1, 1990 when he resigned these positions
and  was  elected  Vice-Chairman.  He  was  reinstated as Chairman of the Board,
President and Chief Executive Officer on December 31, 1990.  Mr. Selph has other
business  interests including real estate holdings and small business interests.
However,  Mr.  Selph  brings  25  years  of experience in freight hauling to the
Company  and  is  familiar  with  all  aspects  of  this  business.

Robert  J.  Weaver  left  his  position  as President of HUB City Texas based in
------------------
Houston,  Texas  to assume the position of President of the Company.  Mr. Weaver
began his career in Houston in 1993 and brought the operations of HUB City Texas
(originally  HUB  City  Houston)  from  a  heavy  debt  position to a profitable
operation  with  revenues in excess of $100,000,000.  Mr. Weaver has been in the
transportation  industry for over twenty-two years and brings a tremendous level
of  stability  and opportunity to the Company through his relationships with the
Hub  Group  and  other  companies  in  the  transportation  industry.

Robert  F.  Darilek,  C.P.A  was hired by the Company as Chief Financial Officer
---------------------------
because  of  his  experience in working with Mr. Robert Weaver at HUB City Texas
and  his ability in resolving operational problems.  Mr. Darilek has been in the
transportation  industry  since  1984 through various relationships with the HUB
Group,  and  brings  a  high  level  of financial reporting and internal control
expertise  to  the  Company.  Mr.  Darilek  is  responsible  for  overseeing all
financial  operations,  financial  reporting,  and  is  assisting  in evaluating
refinancing  and  merger  opportunities  for  the  Company.


                                       16
<PAGE>
ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE ACT (CONTINUED)


Edwis  L.  Selph,  Jr.  has  served  as  Secretary/Treasurer and Director of the
----------------------
Company  since  September  21,  1994.  Mr.  Selph has continually worked for the
Company  in  various  capacities.  Edwis  L.  Selph,  Jr. is the son of Edwis L.
Selph,  Sr., Chairman of the Board, President and Chief Executive Officer of the
Company.  Mr.  Selph was appointed Vice-President in 1995 with unanimous consent
of the board  after the resignations of Mr. Cox and Mr. Bible, former directors,
during that same year.

Bernard  Vlahakis  serves  as a director of the Company and is a businessman and
-----------------
founder  of  a  manufacturing  company.

ITEM  10.     EXECUTIVE  COMPENSATION

The following table sets forth the compensation paid by the Company to its Chief
Executive  Officers  for  the  fiscal  years  ended  December 31, 1999 and 1998.

<TABLE>
<CAPTION>
                                    SUMMARY COMPENSATION TABLE

Name and                                                      Other
Principal                                                     Annual                 All  Other
Position                      Year     Salary     Bonus    Compensation   Options   Compensation
---------------------------  ------  -----------  ------  --------------  --------  -------------
<S>                          <C>     <C>          <C>     <C>             <C>       <C>
Edwis L. Selph, Sr., CEO       1999  $  205,000   $    0  $   10,000 (1)  $      0  $           0
                               1998  $  150,000   $    0  $    9,375 (2)  $      0  $           0

Edwis L. Selph, Jr., VP        1999  $   97,000   $    0  $   10,000 (1)  $      0  $           0
                               1998  $   66,350   $    0  $    9,375 (2)  $      0  $           0

Robert J. Weaver, President    1999  $  226,323   $    0  $           0   $      0  $           0

Robert F. Darilek, CFO         1999          (3)  $    0  $           0   $      0  $           0
<FN>

(1)     This  compensation  consists of 25,000 shares of stock issued as a bonus on 01/01/99 each
        to  Edwis  Selph,  Sr.  and  Edwis  Selph,  Jr.  valued  at  $0.40  per  share.
(2)     This  compensation  consists of 25,000 shares of stock issued as a bonus on 01/01/98 each
        to  Edwis  Selph,  Sr.  and  Edwis  Selph,  Jr.  valued  at  $0.375  per  share.
(3)     Compensation  is  paid  to  Darilek,  Butler & Co., P.C., of which Robert F. Darilek is a
        major  shareholder  and  receives  benefits  from  fees  paid,  totaling  $215,882.
</TABLE>

The  Company  has  no  defined  benefit  or  actuarial  plan.

Directors  of  the  Company  currently  serve without any compensation for their
service  as  directors.


                                       17
<PAGE>
ITEM  10.     EXECUTIVE  COMPENSATION  (CONTINUED)


During  1999,  1,200,000  shares  of common stock were issued to a new executive
pursuant to an employment agreement subject to a three year vesting arrangement.
The  vesting  causes  the executive to forfeit a portion of the stock previously
issued  in  the  event  of  termination  of employment for reasons stated in the
contract.  However,  an  amendment  to this employment agreement was executed in
March  1999  which  restricted  the executive's ownership of the shares upon the
occurrence  of  the  following  events:  (i) purchase of the 1,200,000 shares at
$.40  per  share;  or (ii) bonus by the Board of Directors of shares at its sole
discretion.  The  executive  executed  a  promissory note to the Company for the
purchase  price  for  the  shares.  If  there is a default in the payment to the
Company,  the  executive has to return the stock to the Company.  This amendment
amends  the section in the employment agreement allowing a vesting over time for
the  1,200,000  Company  shares and restricts the executive's ownership of these
shares  to  the  events  set  forth  above.

During  1999,  the Company issued a key officer 225,000 shares of stock which is
earned  at  management's discretion through a series of five milestones relating
to  restructuring  debt  operations  and  profitability.


                                       18
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth certain information regarding the ownership of
Common  Stock as of December 31, 1999 by (i) each director and executive officer
of  the  Company, (ii) all directors and officers of the Company as a group, and
(iii)  each other person known by the Company to be the beneficial owner of more
than  5%  of  the  outstanding  Common  Stock  as  of  December  31,  1999.

<TABLE>
<CAPTION>
                                      # of Shares and Nature of
Name and address of Beneficial Owner      Beneficial Owner       Percent of Outstanding Shares
------------------------------------  -------------------------  ------------------------------
<S>                                   <C>                        <C>

Edwis L. Selph, Sr.                                   9,077,310                          65.69%
4301 East Park Drive
Houston, Texas 77028
------------------------------------  -------------------------  ------------------------------
Robert J. Weaver                                      1,200,000                           8.68%
4301 East Park Drive
Houston, Texas 77028
------------------------------------  -------------------------  ------------------------------
Edwis L. Selph, Jr.                                      55,000                           0.40%
4301 East Park Drive
Houston, Texas  77028
------------------------------------  -------------------------  ------------------------------
Robert F. Darilek                                       225,000                           1.63%
4301 East Park Drive
Houston, Texas 77028
------------------------------------  -------------------------  ------------------------------
Bernard Vlahakis                                              0                              0%
4301 East Park Drive
Houston, Texas 77028
------------------------------------  -------------------------  ------------------------------
Total                                                10,557,310                          76.40%
------------------------------------  -------------------------  ------------------------------
</TABLE>


                                       19
<PAGE>
ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Edwis  L.  Selph,  Sr.,  Chairman  of  the  Board, President and Chief Executive
Officer  of the Company, owned 100% of the stock of ESCO Transportation Inc. and
received  875,000  shares  of the Company's common stock in exchange for 100% of
the  common stock of ESCO Transportation Inc.  Prior to ESCO Transportation Inc.
becoming a wholly-owned subsidiary of the Company, Mr. Selph owned approximately
15.67%  of  the  Company's  outstanding  common  stock.  Immediately  after  the
transaction,  Mr.  Selph owned approximately 86.18% of the Company's outstanding
common  stock.

The  Company  advanced  funds  and  issued stock to a shareholder and his family
members  as  discussed  below.  At December 31, 1999, $814,431 remained owing to
the  Company  evidenced  by two notes.  The notes receivable signed December 31,
1999,  including 7% interest, are payable in full on or before December 31, 1999
and  are  secured by ESCO common stock.  $35,527 of interest was accrued but not
paid  on  these  notes  in  1999.

As  reported in Note D to the financial statements, the Company issued shares to
two  officers  and directors totaling 1,425,000 shares valued at $.40 per share.
These  amounts  are reported as notes receivable from the officers and directors
including  interest  at  7%.  The  total  outstanding balance on these loans are
$570,000  in  principal  plus accrued interest totaling $33,251, all of which is
reported as additional paid-in capital in the accompanying financial statements.

During  the year ended December 31, 1999, a professional corporation in which an
officer  and  director of the Company is a major stockholder provided accounting
and  other  consulting services including, but not limited to, services as Chief
Financial  Officer.  The  total  amount paid to the professional corporation for
these  services  during  the  year  ended  December  31,  1999  was  $215,882.

A manager of the Company provided computer consulting services to the Company in
1998  and  was  paid  approximately  $102,000 for these services, which included
sales  of  hardware  to  the  Company.

In  May  1998,  the  Company  purchased 4,000,000 shares of the Company's common
stock for $1,198,000 or 29.95 cents per share, from a related party, in exchange
for  a  note,  including interest, to be paid over eight years.  On December 31,
1998,  the  chief  executive  officer  and  majority  stockholder of the Company
assumed  the  promissory  note,  which  then  had  a balance due of $960,000, in
exchange  for  3,200,000  shares  of  the Company's common stock.  An additional
800,000  shares  was  also  issued  to  the  same individual at the same time in
exchange  for  a  note  receivable back to the Company for $265,991.  Additional
loans  from  the  Company  to  this stockholder and his immediate family members
totaled  $398,419  in  1999,  of  which  $25,000  was repaid, and $469,156, less
$70,319  owed  to  the  stockholder of which $200,150 was repaid in 1998.  These
transactions  resulted  in  ending  receivable  balances  due  to the Company of
$814,431 and $464,678 at December 31, 1999 and 1998.  Of these ending receivable
balances,  $588,384  and  $413,385,  which  is related to the stock purchase, is
shown  as  a  reduction  of  shareholders' equity in 1999 and 1998 respectively.
Total  interest income recognized on these notes was $32,527 of which $28,936 is
reported  as an increase in additional paid-in capital.  No interest was accrued
for  the  note  during  the  year  ended  December  31,  1998.


                                       20
<PAGE>
ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

a.     Exhibits
       1.     Material  contracts
              i.)    Firstar  Equipment  Financing
              ii.)   Orix  Credit  Alliance  Equipment  Financing
              iii.)  Wells  Fargo  Equipment  Financing
              iv.)   Quantum  Transportation  Purchase  Document
       2.     Letter  on  change  in  certifying  accountant

b.     Reports  on  Forms  8-K  -  NONE


                                       21
<PAGE>
SIGNATURES

In  accordance  with Section 13 or 15(d) of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly  authorized.

                              ESCO  TRANSPORTATION,  CO.

                              _________________________________________
                              Edwis  L.  Selph,  Sr.,
                              Chief  Executive Officer and Chairman of the Board

                              Date:  ________________


                              _________________________________________
                              Robert  J.  Weaver
                              President

                              Date:  ________________


                              _________________________________________
                              Robert  F.  Darilek,  CPA
                              Chief  Financial  Officer

                              Date:  ________________

                              _________________________________________
                              Becky  Clamp,  CPA
                              Controller

                              Date:  ________________


In  accordance  with  the  Exchange  Act,  this  report  has  been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

                                                         Date:
-----------------------------                                  -----------------
Edwis  L.  Selph,  Sr.
(Chief Executive Officer and
Chairman  of  the  Board)

                                                         Date:
-----------------------------                                  -----------------
Edwis  L.  Selph,  Jr.
(Secretary/Treasurer)


                                       22
<PAGE>



                          AUDITED FINANCIAL STATEMENTS


                             ESCO TRANSPORTATION CO.


                           DECEMBER 31, 1999 AND 1998






<PAGE>
                                    CONTENTS

                                                                            Page

Independent  Auditor's  Report . . . . . . . . . . . . . . . . . . . . . . .   3

Balance  Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4

Statements  of  Operations . . . . . . . . . . . . . . . . . . . . . . . . .   5

Statement  of  Changes  in  Stockholders'  Equity  (Deficit) . . . . . . . .   6

Statements  of  Cash  Flows . . . . . . . . . . . . . . . . . . . . . . . .    7

Notes  to  Financial  Statements . . . . . . . . . . . . . . . . . . . . . .   8


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors
ESCO  Transportation  Co.
Houston,  Texas


We  have  audited  the accompanying balance sheets of ESCO Transportation Co. (a
Delaware  corporation)  as  of  December  31,  1999  and  1998,  and the related
statements  of  operations,  changes  in stockholders' equity (deficit) and cash
flows  for  the  years  then  ended.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of ESCO Transportation Co. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for  the  years  then  ended  in  conformity  with generally accepted accounting
principles.

The  accompanying  financial  statements  have  been prepared assuming that ESCO
Transportation  Co.  will continue as a going concern.  The Company incurred net
losses  in  1999  and  1998, had a working capital deficit of approximately $4.7
million  and  had  a  deficit  in stockholders' equity at December 31, 1999.  On
April  20,  2000,  Compass Bank acknowledged that the Company  was in default on
its factoring agreement.  Compass Bank agreed to forbear this default subject to
the  conditions  described  in  Note P to the financial statements.  There is no
certainty  that  the  Company  will  be  able  to  meet these conditions.  These
circumstances  raise  substantial doubt about the ability of ESCO Transportation
Co.  to continue as a going concern at December 31, 1999.  Management's plans in
regard  to  these  matters are described in Note M.  The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


/S/  FITTS, ROBERTS & CO., P.C.
FITTS, ROBERTS & CO., P.C.


Houston,  Texas
March  21,  2000,  except  for  Note  P,
  as  to  which  the  date  is  April  20,  2000


                                       3
<PAGE>
<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.                                                Page  4

Balance  Sheets
December  31,  1999  and  1998

ASSETS

Current Assets                                                                                 1999          1998
                                                                                           ------------  ------------
<S>                                                                                        <C>           <C>
  Cash and Cash Equivalents (Pledged - Note C and N)                                       $   109,929   $    25,833
  Accounts Receivable - Trade - Net (Note C)                                                 6,172,164     4,212,197
  Truck Maintenance Supplies                                                                   152,557       106,058
  Employee Advances and Driver Loans                                                           117,092        40,932
  Notes Receivable - Employees, Current                                                        241,830        39,803
  Notes Receivable - Stockholders (Note D)                                                     217,109        51,293
  Other Prepaid Expenses                                                                        91,319       121,740
  Prepaid  Insurance                                                                            42,727        36,597
  Covenant Not To Complete - Current (Note E)                                                   26,085        78,288
                                                                                           ------------  ------------
       Total Current Assets                                                                  7,170,812     4,712,741
                                                                                           ------------  ------------

Property and Equipment
  Land                                                                                         175,975       706,370
  Buildings                                                                                     13,554        13,554
  Office Equipment                                                                             571,061       275,007
  Communications Equipment                                                                     183,584        80,832
  Furniture and Fixtures                                                                        32,699        30,133
  Trucks, Tractors, and Trailers                                                             9,827,467     8,685,492
  Property Held Under Capital Leases                                                         1,476,881       715,347
  Yard Equipment                                                                               235,345       397,539
                                                                                           ------------  ------------
                                                                                            12,516,566    10,904,274
  Less:  Accumulated Depreciation                                                           (3,980,000)   (2,785,694)
                                                                                           ------------  ------------
            Total Property and Equipment                                                     8,536,566     8,118,580
                                                                                           ------------  ------------

Other Assets
  Oil and Gas Properties - Net (Note B)                                                         22,742        28,717
  Prepaid Insurance - Net of Current Portion                                                         0        64,500
  Deposits and Other Assets                                                                     12,650         6,000
  Intangibles (Note E)                                                                          82,871             0
  Covenant Not To Complete - Net, Non Current (Note E)                                               0        26,085
                                                                                           ------------  ------------
                                                                                               118,263       125,302
                                                                                           ------------  ------------
       Total Assets                                                                        $15,825,641   $12,956,623
                                                                                           ============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts Payable - Trade                                                                 $ 1,247,094   $   756,895
  Bank Overdrafts                                                                              436,838             0
  Accrued Payroll and Other                                                                    887,884       279,682
  Driver Escrow and Savings                                                                     92,816        49,933
  Amounts Due Factor, Net of Reserve (Note C)                                                6,944,085     4,890,821
  Current Portion of Long-Term Debt (Note F)                                                 2,038,470     1,845,093
  Current Portion of Obligations Under Capital Leases (Note G)                                 235,603       131,615
                                                                                           ------------  ------------
       Total Current Liabilities                                                            11,882,790     7,954,039
                                                                                           ------------  ------------

Long-Term Debt

  Long-Term Debt, Net of Current Portion (Note F)                                            3,138,735     4,423,273
  Obligations Under Capital Leases, Net of Current Portion (Note G)                            852,633       382,065

Stockholders' Equity (Deficit)
  Preferred Stock, $.001 Par Value; 15,000,000 Share Authorized; None Issued
  Common Stock, $.001 Par Value; 20,000,000 Shares Authorized; 14,084,017 and 12,567,012
      Issued; 13,818,997 and 12,527,592 Oustanding in 1999 and 1998                              1,560         1,569
  Additional Paid-In Capital                                                                 1,625,765       931,906
  Retained Earnings (Deficit)                                                                 (396,385)     (318,844)
                                                                                           ------------  ------------
                                                                                             1,230,940       614,631
  Less Treasury Stock, At Cost                                                                 (87,822)       (4,000)
                                                                                           ------------  ------------
                                                                                             1,143,118       610,631
  Less Notes Receivable From Stockholders (Note D)                                          (1,191,635)     (413,385)
                                                                                           ------------  ------------
                                                                                               (48,517)      197,246
                                                                                           ------------  ------------
       Total Liabilities and Stockholders' Equity (Deficit)                                $15,825,641   $12,956,623
                                                                                           ============  ============
</TABLE>


       The Accompanying Notes are an Integral Part of These Financial Statements


<PAGE>
<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.                                                Page  5

Statements  of  Operations
For  the  Years  Ended  December  31,  1999  and  1998

Revenue                                                     1999          1998
                                                        ------------  ------------
<S>                                                     <C>           <C>
  Freight Revenue - Intermodal                          $21,106,591   $15,573,047
  Freight Revenue - Long Haul                            13,310,119    11,325,768
  Storage Revenue                                           545,565       332,498
  Oil and Gas Revenue                                         4,925         5,143
                                                        ------------  ------------
       Total Revenue                                     34,967,200    27,236,456

Expenses
  Cost of Freight - Intermodal                           15,056,759    11,409,781
  Cost of Freight - Long Haul                             8,740,136     6,995,954
  General Administrative Expenses                         8,686,921     6,719,839
  Depreciation and Depletion                              1,469,291     1,415,866
                                                        ------------  ------------
       Total Expenses                                    33,953,107    26,541,440
                                                        ------------  ------------
       Operating Income                                   1,014,093       695,016

Other Income (Expense)
  Interest Income                                            40,645         8,350
  Other Income                                               39,541        11,700
  Interest Expense                                       (1,252,386)   (1,265,704)
  Gain on Sale of Assets                                     80,566       154,069
                                                        ------------  ------------
                                                         (1,091,634)   (1,091,585)
                                                        ------------  ------------
       Net (Loss) Before Income Taxes                       (77,541)     (396,569)

Provision for Federal Income Tax Expense ( Benefit)               0             0

                                                        ------------  ------------
  Net (Loss)                                            $   (77,541)  $  (396,569)
                                                        ============  ============

Net (Loss) Per Common Share - Basic and Fully Diluted   $     (0.01)  $     (0.03)
                                                        ============  ============
Weighted Average Number of Shares Outstanding            13,831,510    12,495,694
                                                        ============  ============
</TABLE>


    The Accompanying Notes are an Integral Part of These Financial Statements


<PAGE>
<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.                                                Page  6


Statement  of  Changes  in  Stockholders'  Equity  (Deficit)
Years  Ended  December  31,  1999  and  1998

                                                    Common Stock                         Retained       Treasury Stock
                                               ---------------------     Additional      Earnings    ---------------------
                                                 Shares      Amount    Paid-In Capital   (Deficit)     Shares     Amount
                                               -----------  --------  -----------------  ----------  ----------  ---------
<S>                                            <C>          <C>       <C>                <C>         <C>         <C>
Balance - December 31,1997                     12,176,760   $ 1,218   $        863,818   $  77,725         (20)  $ (4,000)

Correction of Issuance of Common Stock            174,352       174               (174)          0           0          0
Issuance of Common Stock                          176,500       177             68,262           0           0          0
Issuance of Note Receivable from Stockholder            0         0                  0           0           0          0
Net (Loss)                                              0         0                  0    (396,569)          0          0
                                               -----------  --------  -----------------  ----------  ----------  ---------
Balance - December 31,1998                     12,527,612   $ 1,569   $        931,906   $(318,844)        (20)  $ (4,000)

Correction                                              0      (175)               175           0           0          0
Adjustment of Outstanding Shares                  (95,095)        0                  0           0           0          0
Acquisition of California Operations              100,000        10             39,990           0           0          0
Stock Issued Under Management Incentive         1,425,000       143            569,857           0           0          0
Interest on Stockholder notes for Stock                 0         0             33,250           0           0          0
Advances to Stockholders - Stock Purchase               0         0                  0           0           0          0
Employee Stock Bonuses                            126,500        13             50,587           0           0          0
Purchase Treasury Stock                                 0         0                  0           0    (265,000)   (83,822)
Net (Loss)                                              0         0                  0     (77,541)          0          0
                                               -----------  --------  -----------------  ----------  ----------  ---------
Balance - December 31, 1999                    14,084,017   $ 1,560   $      1,625,765   $(396,385)  $(265,020)  $(87,822)
                                               ===========  ========  =================  ==========  ==========  =========


                                                Notes Receivable
                                                from Stockholders     Total
                                               -------------------  ----------
<S>                                            <C>                  <C>
Balance - December 31,1997                     $                0   $ 938,761

Correction of Issuance of Common Stock                          0           0
Issuance of Common Stock                                        0      68,439
Issuance of Note Receivable from Stockholder             (413,385)   (413,385)
Net (Loss)                                                      0    (396,569)
                                               -------------------  ----------
Balance - December 31,1998                     $         (413,385)  $ 197,246

Correction                                                      0           0
Adjustment of Outstanding Shares                                0           0
Acquisition of California Operations                            0      40,000
Stock Issued Under Management Incentive                         0     570,000
Interest on Stockholder notes for Stock                         0      33,250
Advances to Stockholders - Stock Purchase                (778,250)   (778,250)
Employee Stock Bonuses                                          0      50,600
Purchase Treasury Stock                                         0     (83,822)
Net (Loss)                                                      0     (77,541)
                                               -------------------  ----------
Balance - December 31, 1999                    $       (1,191,635)  $ (48,517)
                                               ===================  ==========
</TABLE>


     The Accompanying Notes are an Integral Part of These Financial Statements


<PAGE>
<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.                                                Page  7

Statements  of  Cash  Flows
For  the  Years  Ended  December  31,  1999  and  1998


Cash Flows from Operating Activities:                                1999          1998
                                                                 ------------  ------------
<S>                                                              <C>           <C>
Net  (Loss)                                                      $   (77,541)  $  (396,569)
Adjustments to Reconcile Net  (Loss)
  to Net Cash Provided By Operating Activities:
  Depreciation,  Depletion and Amortization                        1,469,291     1,415,866
  Allowance for Bad Debt Expense                                    (134,253)       (8,855)
  Stock Issued to Employees                                           50,600
  (Gain) on Sale of Equipment                                        (80,565)     (154,069)
Changes in Operating Assets and Liabilities:
  (Increase) Decrease in Accounts Receivable                      (1,825,715)      251,338
  (Increase) in Supplies Inventory                                   (46,500)     (106,057)
  Decrease (Increase) in Prepaid Expenses                            128,791       (84,314)
  Decrease (Increase) in Other Assets                                (46,650)      144,780
  Decrease (Increase) in Driver/Employee Advances                   (278,186)
  (Decrease) Increase in Accounts Payable and Accrued Expenses     1,099,206       271,868
                                                                 ------------  ------------
Net Cash Provided By Operating Activities                            258,478     1,333,988

Cash Flows from Investing Activities
  Advances made to Owner Operators                                         0       (69,017)
  Loans Made to Shareholders                                        (371,341)     (735,147)
  Payments Received from Shareholders                                 30,525       220,150
  Purchase of Intangible Assets                                      (47,209)     (156,560)
  Purchases of Property and Equipment                             (1,056,849)     (920,817)
  Sale of Property and Equipment                                     815,617       699,090
                                                                 ------------  ------------
       Net Cash (Used In) Investing Activities                      (629,257)     (962,301)

Cash Flows from Financing Activities
  Financing of Operations from Bank Overdraft (Repayment)            436,838      (280,715)
  Advances from Factor, Net of Collections                         2,053,264     1,456,940
  Proceeds from Long-Term Debt                                       668,945       490,000
  Payments on Long-Term Debt                                      (2,620,350)   (2,103,196)
  Purchase of Treasury Stock                                         (83,822)
  Issuance of Common Stock                                                 0        68,439
                                                                 ------------  ------------
       Net Cash Provided By (Used In) Financing Activities           454,875      (368,532)

Net Increase in Cash and Cash Equivalents                             84,096         3,155

Cash and Cash Equivalents Balance at Beginning of Year                25,833        22,678

                                                                 ------------  ------------
Cash and Cash Equivalents Balance at End of Period               $   109,929   $    25,833
                                                                 ============  ============
</TABLE>


       The Accompanying Notes are an Integral Part of These Financial Statements


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page  8

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  A  -  Organization
------------------------

ESCO  Transportation  Co.,  (the  "Company")  was incorporated under the name of
Power  Oil  Company  in  1916  in  West  Virginia.  In  1992,  the  Company  was
reincorporated  as  a  Delaware  corporation  and  in 1994 changed its name from
"Power  Oil Company" to "ESCO Transportation Co."  In 1993, the Company acquired
certain  assets,  liabilities,  and  transportation  contracts  from  ESCO
Transportation  (a  sole  proprietorship)  and  in  May  1993, the Company began
operating  as  a  transportation  company.

ESCO  Transportation,  Inc.,  a  wholly-owned subsidiary of  ESCO Transportation
Co.,  was  incorporated on May 26, 1993 and acquired certain assets, liabilities
and transportation contracts from ESCO Transportation (a sole proprietorship) as
of  May  31,  1993.

On  October  20, 1993, the Company's Board of Directors authorized a one-for-ten
reverse stock split for all outstanding shares of its common stock.  On December
14,  1993,  Power  Oil  Company  acquired  all of the outstanding shares of ESCO
Transportation,  Inc.  (ESCO)  in exchange for the issuance of 875,000 shares of
common  stock.  The stock of ESCO Transportation, Inc. was acquired as described
in  the plan and agreement of reorganization dated October 20, 1993 and was held
as  a  wholly-owned subsidiary.  For accounting purposes, ESCO was the acquiror.
Accordingly,  the  merger  was accounted for as a reverse acquisition on the "as
if"  pooling  of  interest  basis.  On  November 14, 1994 the Company's Board of
Directors  voted to (1) change the name of the Company from Power Oil Company to
ESCO  Transportation Co. and (2) institute a one-for-four reverse stock split on
the  Company's  common  stock.

The  Company  maintains  three  divisions  with distinct transportation services
offered  by  each.  The  Company's Intermodal division primarily hauls container
and piggyback shipments between shipping locations and railroads or ports.  This
division  operates  out  of  facilities  in Houston, Texas; Ontario, California;
Memphis,  Tennessee;  Dallas,  Texas;  Fort  Smith,  Arkansas;  and  Gulf  Port,
Mississippi.  Subsequent  to  year-end,  ESCO  expanded to Ripon, California and
Minneapolis,  Minnesota.  The  Company  also maintains an Over-The-Road division
that  performs  long  haul  services  for  numerous  customers within the United
States.  The  main  office for this division is located in Springdale, Arkansas.
The  Company's  third  division  is  its  Container  Yard division with a single
operation  located  in  Memphis,  Tennessee.  The  Company's corporate office is
located  in  Houston,  Texas.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page  9

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  B  -  Summary  of  Significant  Accounting  Policies
----------------------------------------------------------

BASIS  OF  ACCOUNTING

Income  and  expenses  are  recorded  on  the  accrual  method of accounting for
financial  and  federal  income  tax  reporting  purposes.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts  and related disclosures.  Actual results could differ
from  these  estimates.  Management  believes that the estimates are reasonable.

REVENUE  RECOGNITION

Revenue  and  direct  costs  are  recognized  when  the  shipment  is completed.

CASH  AND  CASH  EQUIVALENTS

For  purposes of the statements of cash flows, the Company considers all cash on
hand,  cash  in bank (demand deposits), savings accounts, cash held in brokerage
accounts  and  highly liquid debt instruments purchased with a maturity of three
months  or  less  to  be  cash  and  cash  equivalents.

PROPERTY  AND  EQUIPMENT

Property,  plant  and equipment are carried at cost.  Depreciation for financial
reporting  purposes  has  been  computed  on  the  straight-line method over the
estimated  useful  lives  of  the assets which range from three to twenty years.
During  the  year  ended  December  31,  1999, the Company changed the estimated
service  lives  of  certain  trucks  and  trailers  owned by the Company to more
clearly  reflect  the  actual useful lives of this equipment.  The effect of the
change  was to decrease depreciation expense and increase earnings by $99,595 or
$.01  per  share  in  1999.

Accelerated  methods  of  depreciation  are used for computation of depreciation
expense  for  income  tax  reporting  purposes.

Depreciation  expense  for  the  years  ended  December  31,  1999  and 1998 was
$1,380,691  and  $1,357,704,  respectively.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 10

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  B  -  Summary  of  Significant  Accounting  Policies  (Continued)
-----------------------------------------------------------------------

OIL  AND  GAS  PROPERTIES

The  Company  has  historically  accounted  for  its oil and gas exploration and
development  activities  using the successful efforts method.  Under this method
of  accounting,  exploratory  drilling  costs  which  result in the discovery of
proved  reserves  are  capitalized.  All  other  exploratory  costs,  including
geological  and  geophysical  costs,  are expensed when incurred.  Developmental
costs,  including  development of dry holes, are capitalized when incurred.  The
Company  had  no  exploration  and  development  activity during the years ended
December  31,  1999  or  1998.

The  Company's  total  capitalized costs as of December 31, 1999 and 1998 was as
follows:

                                              1999            1998
                                        -------------    --------------
          Capitalized costs             $    238,023     $     238,023
          Accumulated Amortization          (215,281)         (209,306)
                                        -------------    --------------
                                        $     22,742     $      28,717
                                        =============    ==============

Depletion  of  capitalized  costs  on  producing  properties  is  computed  on a
property-by-property  basis  utilizing the unit-of-production method.  Depletion
expense  was  $5,975  for  1999  and  $5,975  for  1998.

Lease  acquisition costs are capitalized when incurred.  Leasehold impairment is
recognized  through  a  charge  to operations if the lease expires or management
decides  to  abandon  the  Company's  interest.

When  assets  are retired, abandoned or otherwise disposed of, the related costs
and  accumulated depreciation are removed from the accounts, and gain or loss is
included  in  income.

INCOME  TAXES

The Company uses the liability method of accounting for income taxes under which
deferred  tax  assets  and  liabilities  are recognized for deductible temporary
differences.  Temporary  differences  are  the  differences between the reported
amounts  of assets and liabilities and their tax bases.  Deferred tax assets are
reduced  by a valuation allowance when, in the opinion of management, it is more
likely  than not that some portion or all of the deferred tax assets will not be
realized.  Deferred  tax  assets and liabilities are adjusted for the effects of
changes  in  tax  laws  and  rates  on  the  date  of  enactment.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 11

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  B  -  Summary  of  Significant  Accounting  Policies  (Continued)
-----------------------------------------------------------------------


CONCENTRATIONS  OF  CREDIT  RISK

Financial  instruments that potentially subject the Company to concentrations of
credit  risk  consist  principally  of trade accounts receivable.  In the normal
course  of  business  the Company grants credit without collateral to customers.
Consequently, the Company's ability to collect the amounts due from customers is
affected  by  economic  conditions.

During  the  year,  the  Company  has  also  advanced  funds to stockholders and
employees during the normal course of business.  (Also see Note N).  The ability
to  collect  these  funds  is inherently related to the shareholders' ability to
repay.  Management  has  the  option  to  offset  bonuses  against  stockholder
receivables  as  compensation  in  subsequent  periods.  The  collectability  of
advances  made  to  employees  is inherent upon the Company's controls to ensure
such  advances  are  deducted  from employee's pay prior to termination with the
Company.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Company  has  a number of financial instruments, none of which are held for
trading  purposes.  These  primarily consist of receivables from trade creditors
and  receivables  from employees and long-term debt.  The Company estimates that
the  fair  value of all financial instruments at December 31, 1999 and 1998 does
not  differ  materially  from  the  aggregate  carrying  values of its financial
instruments  recorded  in  the  accompanying  balance  sheet  except  for  notes
receivable  form  stockholders  as  follows  (also  see  Note  D):

   Note Receivable - Stockholders          Carrying Value          Fair Value
   ------------------------------          --------------          ----------
      December 31, 1999                    $    1,408,744          $        *
      December 31, 1998                    $      464,878          $        *

*  Management  believes the fair value of the notes receivable from stockholders
is  less  than  the  carrying  value;  however, the fair value is not estimable.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 12

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  B  -  Summary  of  Significant  Accounting  Policies  (Continued)
-----------------------------------------------------------------------

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  (CONTINUED)

The  estimated  fair  value  amounts  have  been determined by the Company using
available  market  information  and  appropriate  valuation  methodologies.
Considerable  judgment  is  necessarily  required in interpreting market data to
develop  the  estimates  of  fair  value and, accordingly, the estimates are not
necessarily  indicative  of  the  amounts  that  the  Company could realize in a
current  market  exchange.

RESTATEMENTS

Certain  reclassifications  of amounts reported in the prior year have been made
to  conform  to  the  current  year  presentation.

NEW  ACCOUNTING  STANDARD

Effective  January  1,  1998,  the  Company  adopted  FASB  Statement  No.  131,
Disclosures  about Segments of an Enterprise and Related Information.  Statement
No.  131 superseded FASB Statement No. 14, Financial Reporting for Segments of a
Business  Enterprise.  Statement  No. 131 establishes standards for the way that
public  business  enterprises  report  information  about  operating segments in
annual  financial statements and requires that those enterprises report selected
information  about  operating  segments in interim financial reports.  Statement
No.  131  also  establishes standards for related disclosures about products and
services,  geographic areas, and major customers.  The adoption of Statement No.
131  did  not  affect  results  of  operations  or  financial  position.

NET  LOSS  PER  SHARE

Net  loss  per  common  share  is based on the weighted average number of shares
outstanding  during  the  year.

As  stated  in  Note  P,  subsequent  to  year end, the Company issued shares in
conjunction  with the acquisition of Quantum Transportation.  The effect of this
transaction  is  to increase the total shares outstanding as of the date the new
shares  are  issued.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 13

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  C  -  Accounts  Receivable  and  Amounts  Due  to  Factor
---------------------------------------------------------------

Accounts  receivable  are  comprised  of  the  following:

<TABLE>
<CAPTION>
                                       December 31,
                                     1999         1998
                                  -----------  -----------
<S>                               <C>          <C>
Receivables assigned to factor    $5,629,741   $3,879,613
Unfactored accounts receivable       664,183      670,165
Accrued unbilled revenue             101,960      132,167
Other                                114,280        2,505
Allowances for doubtful accounts    (338,000)    (472,253)
                                  -----------  -----------
                                  $6,172,164   $4,212,197
                                  ===========  ===========

Total Outstanding Balance          7,538,961    5,336,553
Reserve Funds Held by Factor        (594,876)    (445,732)
                                  -----------  -----------
Net Amounts Due Factor            $6,944,085   $4,890,821
                                  ===========  ===========
</TABLE>

Pursuant  to  a  factoring  agreement,  the  Company factors all of its accounts
receivables  under an agreement with a Compass Bank doing business as Commercial
Billing  Service  Interest is paid on the total outstanding balance at a rate of
12.5%  per  annum.  Total  interest  paid  under  the agreement was $552,910 and
$422,654  in  1999  and 1998 respectively.  The Company repurchases all factored
accounts  receivable over 90 days old.  The factor withholds a reserve of 10% of
the  uncollected and unrepurchased accounts.  Some payments are made directly to
the  Company  rather  than the factor which become an obligation due the factor.
The  factor  has  a  security  interest  in  accounts receivable financed by the
factor.  The  Company's  obligation  to the factor is guaranteed by the majority
stockholder,  who  is  also  an  officer,  and  another  officer of the Company.
Approximately  $17,434 and $294,729 in cash deposits with the factor at December
31,  1999  and  1998 respectively, were also subject to the security interest of
the factor.  Due primarily to the repurchase feature of the factoring agreement,
the Company accounts for the factored accounts receivable as a secured borrowing
rather  than a sale.  Many receivables are not collected within 90 days and have
to  be  repurchased  by  the  Company.

As  of  April  20, 2000, the Company renegotiated its agreement with a factoring
company.  (See  Note  P  for  the  description of the revised agreement with the
factoring  company).  The revised factoring agreement will also be accounted for
as  a  secured  borrowing  rather  than  sale  of  the  receivables.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 14

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  D  -  Notes  Receivable  -  Stockholders
----------------------------------------------

At December 31, 1999, $1,408,744 was owed to the Company from three stockholders
evidenced  by  three  notes  and, at December 31, 1998, $464,678 was owed to the
Company  evidenced by two notes.  The notes were signed on December 31, 1999 and
December  31,  1998 respectively and include interest at 7%.  The 1999 notes are
due  and  payable in full on or before December 31, 2000 and are secured by ESCO
common  stock.  No  interest  was  paid  or  accrued on these notes during 1998;
however,  interest  was  accrued  but  not  paid  during  1999.

The  balance  owed  by  stockholders  noted  above  includes a note from a major
stockholder.  Certain  advances made were in conjunction with the acquisition of
stock  from  an immediate family member.  As of December 31, 1999 and 1998, that
portion  of  the  note  receivable  which  relate to the stock acquisition total
$588,384  and  $413,385  in 1999 and 1998 respectively.  (See Note M).  Interest
accrued  on this note totaled $28,973 and was recorded as an addition to paid-in
capital.

During  1999, the Company agreed to grant to a key officer and director a series
of  five  stock  options  ranging from 25,000 to 50,000 shares at $.25 per share
contingent  upon  the  accomplishment  of  certain  milestones  related  to
restructuring  of  debt  and  profitability.  Each option will be granted within
thirty  days  of  the  accomplishment of the event and is exercisable within one
year of the issuance date.  During the year ended December 31, 1999, the Company
issued  stock  in lieu of options to the officer and director for 225,000 shares
at  $.40  per share and received a note receivable totaling $90,000 which is due
March  1,  2000.  The  note  bears  interest  at  7% per annum.  Such shares are
subject  to refund to the Company by the officer and director if such milestones
are  not  accomplished  during  the officer's tenure with the Company.  Interest
accrued  on  this note totaled $5,261 and was recorded as an addition to paid-in
capital.  Management has the option to offset bonuses against all or part of the
stockholder  note  receivable  and  accrued  interest  as  compensation  to  the
officer/director  in  subsequent  periods.

In  February  1999,  1,200,000  shares of common stock were purchased for a note
from an officer and director pursuant to an employment agreement.  The agreement
obligates  the  Company  to  pay  the executive a base salary for three years of
$250,000  as long as the agreement is in effect.  During the year ended December
31,  1999,  the Company received a note receivable from the officer and director
totaling  $480,000  for these shares at a per share rate of $.40 per share which
is  due  March  1,  2000.  The  note  bears  interest at 7% per annum.  Interest
accrued  on this note totaled $28,000 and was recorded as an addition to paid-in
capital.  Management has the option to offset bonuses against all or part of the
stockholder  note  receivable  and  accrued  interest  as  compensation  to  the
officer/director  in  subsequent  periods.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 15

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  E  -  Intangibles
-----------------------

COVENANT  NOT  TO  COMPETE  -  INTERMODAL  LOGISITICS  COMPANY

On  April  22, 1998, the Company acquired certain assets of Intermodal Logistics
Company,  Inc. ("ILC") for approximately $337,900, of which $156,560 was payment
for  a  two  year  agreement  not  to  compete  with ILC's majority stockholder.
Amortization  expense  for  1999  and  1998 was $78,288 and $52,187 respectively
computed  on  the  straight-line basis for 24 months.  Amortization for 1998 was
prorated  from  the date of acquisition.  The remainder of the purchase cost was
for  equipment  and  supplies.

GOODWILL  -  CALIFORNIA

On  January  15,  1999, the Company acquired the rights to conduct business with
certain  select  customers  in  California  from  a California corporation.  The
purchase  price of this business consisted of $25,000 in cash and 100,000 shares
of  ESCO  stock,  valued at $.40 per share or $40,000.  Amortization expense for
the  goodwill  for  1999 totaled $4,337 on a straight-line basis over sixty (60)
months  prorated  accordingly  for  1999.

QUANTUM  ACQUISITION

During  the  year ended December 31, 1999, the Company incurred costs of $22,209
associated  with the merger and acquisition of Quantum Transportation Company, a
Minnesota  corporation.  Amortization  of these costs will begin in January 2000
after  closing  of  the  acquisition.  (See  Note  P).

Note  F  -  Long-Term  Debt
---------------------------

Loans  are  from  banks and finance companies for the purchase of transportation
equipment  including  trucks  and  trailers,  communication equipment, leasehold
improvements,  and  portable buildings.  The Company's long-term debt was issued
to  purchase  property  and  equipment.  Following  is  a  summary  of the total
balances  outstanding  at  of  December  31, 1999 and 1998 and the maturities of
long-term  debt  for  each  year:


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 16

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  F  -  Long-Term  Debt  (Continued)
----------------------------------------

<TABLE>
<CAPTION>
                                                                       December 31,
                                                                    1999          1998
                                                                ------------  ------------
<S>                                                             <C>           <C>
Notes payable to various banks and finance companies;           $ 5,060,872   $ 5,691,142
payable in monthly installments totaling $202,312 including
principal and interest; bearing interest at rates ranging from
9.5% to 11.5%; secured by transportation equipment
purchased in conjunction with the financing; guaranteed by
a major stockholder.  The notes mature at varying dates
from 2001 through 2004.
--------------------------------------------------------------  ------------  ------------
A mortgage note payable to a partnership; bearing interest at       116,333       127,224
8%; payable in monthly installments of $1,722 including
principal and interest; secured by real estate; guaranteed by
a major stockholder.  The note matures in 2002.
--------------------------------------------------------------  ------------  ------------
A mortgage note payable to a corporation; bearing interest                0       450,000
at 10.5%; payable in monthly installments of both principal
and interest; secured by real estate; guaranteed by a major
stockholder.
--------------------------------------------------------------  ------------  ------------
                                                                  5,177,205     6,268,366
--------------------------------------------------------------  ------------  ------------
Less:  Current Maturities                                        (2,038,470)   (1,845,093)
--------------------------------------------------------------  ------------  ------------
                                                                $ 3,138,735   $ 4,423,273
--------------------------------------------------------------  ============  ============
</TABLE>


The following are maturities of long-term debt for mortgages payable for each of
the  next  five  years:

                          December 31,               Amount
                        ----------------        ---------------
                             2000               $     2,038,470
                             2001                     1,891,088
                             2002                       789,922
                             2003                       297,877
                             2004                       159,848


Interest  expense  for  1999  and  1998 was $614,095 and $829,031, respectively.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 17

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  G  -  Obligations  Under  Capital  Leases
-----------------------------------------------

The  Company  is  lessee  of trailers and communication equipment which are held
under  capital  leases  expiring  in  various years.  The assets and liabilities
under  capital  leases  are  recorded  at  the lower of the present value of the
minimum lease payments or the fair value of the asset.  Assets are amortized (or
depreciated)  over  the  longer of the lease terms or their estimated productive
lives.  Amortization  (or  depreciation)  of  assets  under  capital  leases  is
included  in  depreciation expense for 1999 and 1998.  Following is a summary of
property  held  under  capital  leases:

                                                  December 31,
                                       ----------------------------------
                                             1999               1998
                                       ----------------    --------------
Transportation  Equipment/Trailers     $     1,347,697     $     715,347
Communications  Equipment                       75,250                 0
Office  Equipment                               53,934                 0
                                       ----------------    --------------
                                       $     1,476,881     $     715,347
                                       ================    ==============

Accumulated  Depreciation              $      (385,646)    $    (255,286)
                                       ================    ==============

Minimum  future  lease payments under capital leases as of December 31, 1999 for
each  of  the  next  five  years  and  in  the  aggregate  are  as  follows:

                          December 31,                      Amount
------------------------------------------------------  --------------
                             2000                       $     332,686
                             2001                             332,686
                             2002                             199,491
                             2003                             132,947
                             2004                             114,720
                     Subsequent to 2004                       186,930
                                                        --------------
       Total Minimum Lease Payments                         1,299,460
       Less: Amount Representing Interest                    (211,224)
       Present Value of Net Minimum Lease Payments          1,088,236
       Less  Current  Portion                                (235,603)
                                                        --------------
                                                        $     852,633
                                                        ==============

Interest  rates  on  capitalized  leases vary from 8.7% to 12.2% and are imputed
based  upon  the  lower  of  the  Company's  incremental  borrowing  rate at the
inception  of  the  lease  or  the  lessor's  implicit rate of return.  Interest
expense  for  1999  and  1998  was  $76,030  and  $11,272,  respectively.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 18

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  H  -  Contracts  and  Commitments  -  Operating  Leases
-------------------------------------------------------------

The Company leases office equipment and facilities under noncancelable operating
leases.  Lease  expense  incurred  for  1999  and 1998 was $663,455 and $380,234
respectively.  The  Company's  minimum  rental  commitments  under  these
noncancelable  operating  lease  as  of  December  31,  1999  were  as  follows:

                          December 31,          Amount
                          ------------       -----------
                             2000            $   647,213
                             2001                446,445
                             2002                408,520
                             2003                309,544
                             2004                275,328
                             2005                 66,000
                                             -----------
                                             $ 2,153,050
                                             ===========

Note  I  -  Federal  Income  Taxes
----------------------------------

At December 31, 1999, the Company had net operating loss (NOL) carryforwards for
federal  income  tax purposes of $3,558,438, which expires if unused as follows:

                       Expires year ending          Amount
                       -------------------       -----------
                               2001              $   110,657
                               2005                   69,883
                               2007                   14,469
                               2010                    3,355
                               2011                  188,103
                               2012                1,697,297
                               2018                  902,909
                               2019                  571,765
                                                 -----------
                                                 $ 3,558,438
                                                 ===========


Management  believes  that  previous  changes  in stock ownership resulted in an
ownership  change  as defined in Section 382 of the Internal Revenue Code (IRC),
as  amended.  The  net operating loss carryforwards generated in the years prior
to  the  ownership  change  which  are  subject to Section 382 limitations total
$195,000.  Management  believes these operating loss carryforwards are available
to  offset  future  taxable  income  of  the  Company in each year following the
change,  but  the offsets will be limited under the provisions of Section 382 of
the  IRC.  The amount of such limitation is expected to be approximately $35,000


<PAGE>
each year.  The Company's NOL carryforwards generated after the ownership change
in  the  amount  of  $3,363,429  are  available  to offset future taxable income
through  the  dates  of  expiration  without  the  limitations  of  Section 382.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 19

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  I  -  Federal  Income  Taxes  (Continued)
-----------------------------------------------

Following  represents  the  amounts of deferred tax assets and liabilities as of
December  31,  1999  and  1998:

<TABLE>
<CAPTION>
                                                           December 31,
                                                     -------------------------
                                                         1999         1998
                                                     ------------  -----------
<S>                                                  <C>           <C>
Deferred Tax Asset - Net Operating Losses            $ 1,209,868   $1,015,580
---------------------------------------------------  ============  ===========
Deferred Tax Liabilities - Accelerated Depreciation   (1,192,710)    (933,204)
---------------------------------------------------  ============  ===========
Valuation Allowance                                  $    17,158   $   82,376
---------------------------------------------------  ============  ===========
</TABLE>

All  deferred  assets  and  liabilities  are  considered long-term for financial
reporting  purposes.  Amounts  of  franchise  tax assets and liabilities are not
material  to  the  financial  statements.

The  Company  has  not  reported  benefits  from  NOL  carryforwards  because of
uncertainties  concerning  realization  of  the loss carryforwards.  A valuation
allowance  has  been  provided  for  the  full  amount of the deferred tax asset
arising  from  such  net operating loss carryforwards.  The effective income tax
rate  varies  from the statutory federal income tax rate due to certain expenses
which  primarily  are  not  deductible  for  tax  purposes, which are immaterial
and changes in the valuation allowance or $65,218.

Note  J  -  Major  Customers
----------------------------

Sales  to  major  customers  were  as  follows:

                         Customer          1999     1998
                         --------          ----     ----

                            A               18%      17%
                            B               10%      11%
                            C                5%      10%
                            D                5%       6%
                            E                5%       5%
                            F                3%       5%
                                           ----     ----

                                TOTAL       46%      54%
                                           ====     ====


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 20

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  K  -  Supplemental  Disclosures  of  Cash  Flow  Information
------------------------------------------------------------------

Supplemental  cash  flow  information:

<TABLE>
<CAPTION>
                                                                December 31,
                                                           ----------------------
                                                              1999        1998
                                                           ----------  ----------
<S>                                                        <C>         <C>
Interest paid                                              $1,280,549  $1,294,323
---------------------------------------------------------  ==========  ==========

Noncash investing and financing activities:
     Capital lease obligations incurred for new equipment  $  707,600  $    3,027
---------------------------------------------------------  ==========  ==========

     Common stock issued for notes receivable              $  570,000  $1,225,991
---------------------------------------------------------  ==========  ==========
</TABLE>

Note  L  -  Contingent  Liabilities
-----------------------------------

Due  to  the  nature  of  the  Company's  business, it is a defendant in various
lawsuits.  Some  of  the  matters  discussed  below  are  covered  by insurance.

Pacific Business Capital Corporation, a secured creditor of Intermodal Logistics
Co. ("ILC") (Note E), has sued the Company and an employee of the Company in the
Chancery  Court  of  Shelby  County,  Tennessee,  asserting  a  violation of the
security  interest  in certain accounts receivable of ILC.  Management estimates
its  maximum  exposure  related  to  this  litigation  will  not exceed $50,000.

Intercargo  Insurance  Company  is  suing  numerous  defendants,  including  the
Company,  over  misdelivering a load it insured.  The Company is also subject to
cross-claims  by some of the other defendants.  The suit and counter-claims were
filed  in  United  States  District  Court,  Central  District  of  California.
Management  estimates  its  maximum exposure related to this litigation will not
exceed  $30,000.

A  former  cleaning  person  for the Company's leased premises in California has
sued the Company and others in the Superior Court of the State of California for
the  County  of  San  Bernardino for alleged injuries on the Company's premises.
The  litigation  does  not  specifically  name  requested  damages;  however,
management's  estimate  is  any  losses  related  to  this  litigation  will  be
immaterial  to  the  financial  statements.

While  it  is not possible to predict with certainty the outcome of these cases,
it  is  the  opinion  of  management that these lawsuits, claims and proceedings
which  are  pending  against  the  Company  are without merit or will not have a
material  adverse  effect  on  the  Company's  operating  results,  liquidity or
financial  position.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 21

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  M  -  Financial  Results  and  Liquidity
----------------------------------------------

Management  has  implemented  plans  to  address  the  following issues over the
upcoming  year.  Management  plans  to  address  its  historical losses with the
preparation  and  implementation of a detailed operational plan and budget which
includes  profitability  for  each  division during 2000.  The plan includes the
continued  implementation of budgetary controls and cost control measures in all
areas  of  operation.  Management  has also implemented procedures to update its
accounting  and  dispatch  system  which  should  further reduce billing errors,
increase  cost  control  in  the  over-the-road  division,  and  provide  better
profitability  in  the intermodal division.  Management is also pursuing outside
capital  sources  to  provide  additional  working  capital  for  the  Company.
Management  is also working with Compass Bank to ensure they continue to provide
needed  working  capital  for  Company  operations  through  December  31, 2000.
Continued  funding  is  subject  to  the  conditions  explained  in  Note  P.

Note  N  -  Related  Party  Transactions
----------------------------------------

In  May  1998,  the  Company  purchased 4,000,000 shares of the Company's common
stock for $1,198,000 or 29.95 cents per share, from a related party, in exchange
for  a  note,  including interest, to be paid over eight years.  On December 31,
1998,  the  chief  executive  officer  and  majority  stockholder of the Company
assumed  the  promissory  note,  which  then  had  a balance due of $960,000, in
exchange  for  3,200,000  shares  of  the Company's common stock.  An additional
800,000  shares  was  also  issued  to  the  same individual at the same time in
exchange  for  a  note  receivable back to the Company for $265,991.  Additional
loans  from  the  Company  to  this stockholder and his immediate family members
totaled  $398,419  in  1999,  of  which  $25,000  was repaid, and $469,156, less
$70,319  owed  to  the  stockholder of which $200,150 was repaid in 1998.  These
transactions  resulted  in  ending  receivable  balances  due  to the Company of
$814,431 and $464,678 at December 31, 1999 and 1998.  Of these ending receivable
balances,  $588,384  and  $413,385,  which  is related to the stock purchase, is
shown  as  a  reduction  of  shareholders' equity in 1999 and 1998 respectively.
Total  interest income recognized on these notes was $32,527 of which $28,936 is
reported  as an increase in additional paid-in capital.  No interest was accrued
for  the  note  during  the  year  ended  December  31,  1998.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 22

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  N  -  Related  Party  Transactions  (Continued)
-----------------------------------------------------

As  reported  in Note D, the Company issued shares to two officers and directors
totaling  1,425,000 shares valued at $.40 per share.  These amounts are reported
as  notes  receivable  from the officers and directors including interest at 7%.
The  total  outstanding  balance  on  these loans are $570,000 in principal plus
accrued  interest  totaling  $33,251,  all  of  which  is reported as additional
paid-in  capital  in  the  accompanying  financial  statements.

During  the year ended December 31, 1999, a professional corporation in which an
officer  and  director of the Company is a major stockholder provided accounting
and  other  consulting services including, but not limited to, services as Chief
Financial  Officer.  The  total  amount paid to the professional corporation for
these  services  during  the  year  ended  December  31,  1999  was  $215,882.

As  of  December  31,  1999,  the  Company  had pledged $100,000 of cash account
balances  as  security  for  a  personal  note  payable  of a major stockholder.

A manager of the Company provided computer consulting services to the Company in
1998  and  was  paid  approximately  $102,000 for these services, which included
sales  of  hardware  to  the  Company.

Note  O  -  Employee  Benefit  Plans
------------------------------------

The  Company  established  a  defined  contribution  profit sharing plan for the
benefit  of  its  employees.  There  were  no  Company  contributions, which are
voluntary,  in  1999  or  1998.  The  Company  also has a stock bonus plan which
distributes  shares  to  employees  based  upon  tenure  with  the  Company  and
management  responsibilities.  Shares  issued  under  this  plan  are  based  on
management's discretion.  During the years ended December 31, 1999 and 1998, the
Company  issued 126,500 shares and 176,500 shares respectively.  The shares were
valued  at per share rates of $.40 per share in 1999 and $.38 per share in 1998.
The  shares  issued  in  each  year include 50,000 shares issued to officers and
directors.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 23

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  P  -  Subsequent  Events
------------------------------

On  January  19,  2000,  the  Company  acquired 100% of the outstanding stock of
Quantum Transportation, Inc., a Minnesota corporation, in a purchase transaction
valued  at  $530,000.  The  acquisition  was  completed through a combination of
159,000  shares  of  stock  and  $53,000  in cash in a merger transaction.  This
merger  was  completed  through a newly formed subsidiary corporation named ESCO
Acquisition  Corp.

Effective  March  27, 2000, the Company entered into a management agreement with
Kizer,  Inc.  (Kizer)  and  other  related  companies  located  in  Gulf  Port,
Mississippi.  The  management  agreement  provides for the Company to manage the
operations  of  Kizer  for  a  period  of  120 days, during which an ongoing due
diligence  will be completed by the Company.  On or before the conclusion of the
management  agreement,  the Company and Kizer have the option to negotiate terms
which  are  acceptable  to both parties for a potential acquisition of Kizer and
the  related  business  by  the  Company.

On April 20, 2000, after being declared in default, the Company renegotiated the
terms  of  its  factoring  agreement  with Compass Bank (Compass) dba Commercial
Billing  Service.  Under the terms of the revised agreement, the reserve account
balance as of March 29, 2000 was applied against the amounts owed by the Company
to  Compass.  Compass  will  continue  to  advance  the  Company 90% of eligible
accounts  receivable.  The  remaining  10%  will be placed in a new non-interest
bearing reserve account to be used to further reduce the balance owed to Compass
by  the  Company  or  provide  additional  working  capital  to the Company with
Compass'  approval.  Uncollected  accounts  receivable  my  be recoursed at will
instead  of  after  ninety  (90)  days.  The revised agreement also includes the
following  conditions  which  must be met and/or maintained by the Company while
the  agreement  is  in  effect:

-     the Company must show progress toward and cure the default by December 31,
         2000;
-     the  Company's  financial position cannot deteriorate nor can there be any
         additional  violations  of  the  original  factoring  agreement;
-     the  Company  does  not  incur  a  net  operating loss for two consecutive
         months;
-     the Company does not incur a cumulative net operating loss of $100,000 for
         any  consecutive  two  month  period
-     the  ownership  structure,  management  and control of the Company may not
         change;
-     the  Company  must  sign  confidentiality  agreements  with  at least five
         serious,  potential  investors  or  sign  a  letter  of  intent  for  a
         proposed  investment  of  an  additional  $5  million  in  equity  or
         subordinated debt by July 1, 2000;


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 24

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  P  -  Subsequent  Events  (Continued)
-------------------------------------------

-     the  unsecured  amount  the Company owes Compass cannot exceed $1,100,000;
-     the  Company  must  remit  accounts receivable collections received by the
         Company  to  Compass.

The  revised  agreement  also  reestablishes  certain provisions in the original
agreement which must be adhered to by the Company.  The majority stockholder and
another  stockholder  have  guaranteed  the  agreement.

On  April 4, 2000, the Company entered into an agreement with a broker/dealer to
assist  the  Company in locating additional working capital to improve cash flow
and  execute  the  Company's  business  plan.  The  agreement  provides  for the
broker/dealer  to  receive a fee equal to 7% of capital raised in an amount less
than  $3,000,000  and  5%  of  capital  raised  in an amount raised in excess of
$3,000,000.  In  addition, the broker/dealer is entitled to receive a percentage
of  stock  issued  to  any  investor  supplying  funds  to  the  Company.

Subsequent to year-end, the Company entered into a trac-lease agreement to lease
twelve  (12)  trucks  for  forty-eight  (48)  months.  The  total  value of this
commitment  is  approximately  $1,020,000.

Note  Q  -  Segment  Information
--------------------------------

The  Company's  operations are divided into three segments by type of operations
which  are  intermodal  operations,  over-the-road  operations,  and  storage
operations.  Intermodal  operations  consist  of  short-haul,  drayage shipments
primarily  from  railroad ramps to customer docks and is operated out of various
company  locations.  Over-the-road  operations represent long-haul, door-to-door
deliveries  for customers.  Storage operations represent the Company's container
yard operated in Memphis, Tennessee.  The following table presents 1999 and 1998
segment  information:

<TABLE>
<CAPTION>
                                                      1999
                       ---------------------------------------------------------------
                                                          Depreciation and
                                          Cost of Sales     Amortization     Interest
                             Sales                                           Expense
                       -----------------  -------------  -----------------  ----------
<S>                    <C>                <C>            <C>                <C>
Intermodal Revenue     $      21,106,590  $  15,056,759         $  148,776  $  628,916
Over-the-Road Revenue         13,310,119      8,740,136          1,216,844     623,470
Storage                          545,565              0            103,671           0
Other                              4,926              0                  0           0
                       -----------------  -------------  -----------------  ----------
                       $      34,967,200  $  23,796,875         $1,469,291  $1,252,386
                       =================  =============  =================  ==========
</TABLE>


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 25

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  Q  -  Segment  Information  (Continued)
---------------------------------------------

<TABLE>
<CAPTION>
                                                1999
                       --------------------------------------------------------
                                                    Additions to
                       Earnings (Loss)   Long-Term   Long-Lived   Total Assets
                                           Assets      Assets
                       ----------------  ----------  -----------  -------------
<S>                    <C>               <C>         <C>          <C>
Intermodal Revenue     $       489,461   $  826,116  $   451,137  $   5,704,991
Over-the-Road Revenue         (662,131)   7,546,079    2,064,566      9,681,405
Storage                         90,204      164,371       18,027        439,245
Other                            4,925            0            0              0
                       ----------------  ----------  -----------  -------------
                       $       (77,541)  $8,536,566  $ 2,533,730  $  15,825,641
                       ================  ==========  ===========  =============
</TABLE>


<TABLE>
<CAPTION>
                                                       1998
                       ---------------------------------------------------------------
                                                          Depreciation and
                                                            Amortization    Interest
                             Sales        Cost of Sales                      Expense
                       -----------------  --------------  ----------------  ----------
<S>                    <C>                <C>             <C>               <C>
Intermodal Revenue     $      15,780,967  $   11,409,781  $         99,712  $  482,430
Over-the-Road Revenue         11,117,849       6,995,954         1,238,592     783,274
Storage                          332,497               0            77,562           0
Other                              5,143               0                 0           0
                       -----------------  --------------  ----------------  ----------
                       $      27,236,456  $   18,405,735  $      1,415,866  $1,265,704
                       =================  ==============  ================  ==========
</TABLE>


<TABLE>
<CAPTION>
                                           1998
                       --------------------------------------------------------
                                                    Additions to
                       Earnings (Loss)   Long-Term   Long-Lived   Total Assets
                                           Assets     Assets
                       ----------------  ---------  ------------  -------------
<S>                    <C>               <C>        <C>           <C>
Intermodal Revenue     $      (238,607)  1,193,978  $          0  $   5,875,963
Over-the-Road Revenue         (219,629)  6,752,621       744,901      6,908,679
Storage                         56,525     171,981       175,916        171,981
Other                            5,142           0             0              0
                       ----------------  ---------  ------------  -------------
                       $      (396,569)  8,118,580  $    920,817  $  12,956,623
                       ================  =========  ============  =============
</TABLE>


The  segmented  information  is  prepared  under  generally  accepted accounting
principles.  The amounts also incorporate the allocation of overhead costs based
on  the  number  of  loads  on the various segments operated within the Company.


<PAGE>
ESCO  TRANSPORTATION  CO.                                                Page 26

Notes  to  the  Financial  Statements
December  31,  1999  and  1998


Note  Q  -  Segment  Information  (Continued)
---------------------------------------------

The  customers  providing  revenue  of 10% or more are included in the following
table.  All  customers  included  in  this  category are as serviced through the
intermodal  segment  of  the  Company.

                   1999           1998
                ----------     ----------

Customer  A     $6,136,114     $5,087,384
Customer  B     $3,510,005     $3,099,813
Customer  C         -          $2,817,415

Note  R  -  Fourth  Quarter  Adjustments
----------------------------------------

In  conjunction  with  the preparation of the year end financial statements, the
Company  recorded  an  adjustment  to  depreciation  expense  totaling  $99,595
representing  a  decrease in depreciation expense and an increase in earnings, a
reduction  of  interest  income  to  reclassify interest on shareholder notes to
additional  paid-in  capital  totaling  $62,186, and an increase in the bad debt
reserve  representing an increase in expense and a decrease in earnings totaling
$180,000.  All  amounts  represent  changes  in  the  fourth  quarter  of  1999.






<PAGE>


EXHIBIT
                         FIRSTAR  EQUIPMENT  FINANCING


FIRSTAR
-------
                      FIRSTAR EQUIPMENT FINANCE CORPORATION
                               SUPPLEMENT NO. 003
                                              ---
                      TO MASTER EQUIPMENT LEASE NO. 0005782
                                                    -------
                                  (TRAC LEASE)
LESSOR: FIRSTAR EQUIPMENT FINANCE CORPORATION    LESSEE: ESCO TRANSPORTATION CO.
        (herein  called  the  "Lessor")          (herein  called  the  "Lessee")
                               ------                                   ------
        400  Highway 169 South, Suite 300        6505  HOMESTEAD
        St.  Louis  Park,  MN  55426             HOUSTON,  TX  77028

1.     Term  and  Commencement Date. The Lease Term for the Equipment covered by
       ----------------------------
this  Supplement  shall  commence  on  the date Lessee executes the herein below
Delivery  and  Acceptance  Certificate  or  the  date  on which Lessor funds the
acquisition  of  the  Equipment, whichever is earlier, ('Commencement Date") and
shall  continue  for  a  period  of 84 months. Upon delivery of the Equipment to
Lease,  Lessee  shall  determine  if  the same is satisfactory to Lessee and, if
appropriate, execute and deliver to Lessor a Delivery and Acceptance Certificate
in  form  satisfactory  to  Lessor.

2.     Rent.  As  rent during the term of the Lease, Lessee hereby agrees to pay
       ----
Lessor the sum of $2,135.00 monthly in advance during the Term hereof on the day
of  each  month,  corresponding  to  the  Commencement  Date, beginning with the
Commencement  Date month, except that the first and last rental payment(s) shall
be  paid  upon  execution  hereof.  All  rent is subject to sales and/or use tax
whenever  applicable.  If the Commencement Date does not occur within sixty (60)
days  after  this  Supplement  is  executed  by Lessee, Lessor may, upon written
notice  to Lessee, increase the amount of the Rent as deemed necessary by Lessor
to  reflect  any  increases  in  market  financing  rates.

3.     Security  Deposit.  No.  If  "yes",  Lessee hereby egrets to deposit with
       -----------------
Lessor  the  sum  of  $ as a security deposit ("Security Deposit") and not as an
                                               ------------------
advance  payment  of  Rent.

4.     Depreciable  Life.  The  Equipment  covered  by  this  Supplement  has  a
       -----------------
depreciable  life  of  5  years.

5.     Rolling Stock. If Rolling Stock, Lessor deems the Equipment to be rolling
       -------------
stock  for  purposes  of  Section  10  of  the  Master  Equipment  Lease.

6.     Projected  Value.  The  Projected Value of the Equipment is 10.00% of the
       ----------------
estimated  total  cost  of  the  Equipment  as  set  forth  below.  The  parties
acknowledge  that the Projected Value is the current estimate of the fair market
value  of  the  Equipment  as  of  the  Expiration  Date.

7.     Termination.  Upon  expiration  of  the  Lease  Term with respect to such
       -----------
Equipment  and  so  long as no Event of Default, as defined in Section 11 of the
Master  Equipment  Lease, has occurred and is continuing, Lessee shall sell such
Equipment  as  agent  of  Lessor  to  the  highest  bidder  and  shall render an
accounting  of such sale to Lessor and, as a final payment of Rent, transmit the
Projected  Value  (as defined above) to Lessor. If the sale proceeds received by
Lessee  are  less  than  the  Projected Value, Lessee shall immediately remit to
Lessor  an  amount  equal the shortfall. If the sale proceeds received by Lessee
exceed  the  Projected  Va1ue,  any  excess  shall  be  retained  by the Lessee.

It  is  anticipated  that  Lessee will sell the Equipment as required under this
paragraph  7  promptly  upon  expiration  of  this  Lease  with  respect to such
Equipment  on  behalf of Lessor. If Lessee does not sell the Equipment on behalf
of  Lessor,  Lessor  will  sell  such Equipment at wholesale as soon as possible
after the expiration or cancellation of this Lease or any extension thereof with
respect  to  such Equipment and determine the rent adjustment in accordance with
the  provisions  of  this paragraph. Such rental adjustment shall be paid by the
Lessee within 30 days after the date Lessor sells such Equipment. If Lessee does
not  sell  the  Equipment  on  behalf  of  Lessor, Lessee agrees to pay Lessor a
disposal  fee  of  $300 for each item of Equipment disposed of by Lessor. In the
event  Lessee  should fail to pay Lessor the Projected Value upon the expiration
of  the  Lease Term. Lessee shall pay to Lessor a delinquent payment charge at a
rate  pursuant  to Section 25 of the Master Equipment Lease, until the Projected
Value  is  paid  to  Lessor.

8.     Tax  Indemnity.  This supplement is entered in to on the basis that under
       --------------
the  Internal  Revenue  Code  of  1986, as amended (the "Code"). Lessor shall be
                                                         ----
entitled  to  (1) Modified Accelerated Cost Recovery System ("MACRS") deductions
                                                              -----
pursuant  to  section  168  of  the  Code  on  the  basis that the Lessor has an
unadjusted  basis  in  the Equipment equal to the Estimated Total Cost, that the
applicable  depreciation  method  is  the  200  percent declining balance method
switching  tostraightline when optimal, that the applicable recovery period is 5
years  and  that  the  applicable  convention  is  the half year convention, (2)
current  deductions  for  interest  expense accrued with respect to indebtedness
incurred to finance purchase of the Equipment and (3) to realize as gross income
with  respect  to  the  transactions  contemplated  by  the Lease (including the
purchase  of  the Equipment) only Rent and Termination Amount in the amounts and
accrued  at  the  times set forth in this Supplement and any interest payable on
late payments thereof (any failure of this clause (3) to be true herein referred
to  as  an  "Inclusion"),  and  (4) neat the Lease as a "Qualified Motor Vehicle
             ---------
Agreement" as defined in Section 210 of the Tax Equity and Fiscal Responsibility
Act  of  1982  and  section  7701(h)  of  the  Code.

If  Lessor shall (1) lose the right to claim or shall suffer any disallowance or
recapture of or, in good faith, shall determine that it is not entitled to claim
all  or any portion of any MACRS deductions or interest deductions (or if Lessor
would  have  lost,  recaptured  or  had disallowed such deductions if Lessor had
sufficient  gross  income  in the applicable taxable year against which to apply
such  deductions),  (2) be deemed liable for income tax on gross profit, revenue
or  income  as a result of an Inclusion (3) be unable to so treat the Lease as a
Qualified  Motor Vehicle Agreement or (4) lose any other intended tax benefit as
a  result  of any subsequent change in the Code, including, but not limited to a
tax  rate  change (each of' clauses (1) through (4) referred to as a "Tax Loss")
                                                                      --------
with  respect  to  any  item of Equipment, then, promptly upon written notice to
Lessee that a Tax Loss has occurred, Lessee shall reimburse Lessor in a lump sum
payment,  the  amount  determined  below.

The  reimbursement shall be that lump sum amount that, in the reasonable opinion
of  Lessor,  after  deduction  of  all  taxes required to be paid by Lessor with
respect of the receipt of such sum under the laws of any federal, state, foreign
or  local  government  or  taxing  authority,  shall preserve Lessor's alter-tax
discounted  cash flow rate of return on equity, cash flows and book income based
on  FASB  13,  assumed  by Lessor in entering into this Lease. The reimbursement
shall  take into account the effects of any interest, penalties and additions to
tax  required  to  be  paid by Lessor as a result of such Tax Loss and all taxes
required  to  be  paid  by  Lessor  as a result of any payments pursuant to this
paragraph.

For  purposes  of  determining  tax  effects  under  this  paragraph 8, the term
"Lessor"  shall  include,  to  the  extent of interests, any affiliated group of
corporations,  and  each  member  thereof,  of which Lessor is or shall become a


<PAGE>
member  and  with  which  Lessor joins in the filing of consolidated or combined
returns. All payments pursuant to this paragraph 8 shall be paid within ten (10)
days  after  receipt  by  Lessee  of notice from Lessor describing in reasonable
detail  the  Tax  Loss  and  the  amount  of  the  payment  due  hereunder.

All  rights  and  privileges  of  Lessor from this paragraph 8 shall survive the
expiration  or  termination  of  the  Lease.

Lessee  shall  provide  such  information  as Lessor may reasonably require from
Lessee  and  its  affiliates  and  anyone  in current or prior possession of the
Equipment  to  enable  Lessor  to  fulfill  its  tax  filing  obligations.

9.     Vehicles. If Vehicle Lessee hereby agrees to furnish Lessor with the paid
       --------
receipt copy of all Federal Form 2290s filed for any such vehicle(s) leased from
Lessor  as  proof  of  payment  of  federal  highway  use  tax.

10.     Location;  Inspection;  Notices.  Lessee shall promptly notify Lessor of
        -------------------------------
all  details  arising  out  of  any change in the general geographic location on
which  any  item of Equipment is used or in the specific location at which it is
kept  when  not used, any alleged encumbrances thereon or any accident allegedly
resulting  from  the  use  or  operation  thereof.  Lessee agrees to comply with
Department of Transportation Regulation 396.17 "Periodic Inspection," at its own
cost  and  expense.

11.     Condition  On  Return.  Without  affecting  the obligations of Lessee as
        ---------------------
provided  in  paragraph  7 above, if the Equipment is required to be returned to
Lessor  pursuant  to  Section 16 of the Master Equipment Lease, or for any other
reason,  Lessee,  at  its  own  risk  and  expense, shall immediately return the
Equipment  at  such location(s) as Lessor shall designate, freight and insurance
prepaid  and  in  the  following  condition:

I.     50%  tread  on  tires  -  no  recaps;  50%  brakes.

II.    Sheet  Metal  work  -  not  more  than  $200.00 needed; no broken glass.

III.   Drive  train  (engine,  transmission and rear axle) capable of performing
to  original  requirements. No major overhaul of any components, for tractors or
trailers,  is  seen  in  the  foreseeable  future.

IV.    Provide  evidence  of maintenance per manufacturers specification with no
indication  of  abuse.

Lessee  hereby  acknowledges  that  any  such  designated  return  location  is
reasonably  convenient  to  Lessee.

12.     Additional  Representations  Lessee  represents. warrants, covenants and
        ---------------------------
certifies,  under  penalty  of  perjury,  that  (a)  it intends for each item of
Equipment  to be used more than 50% in a trade or business of Lessee, (b) it has
been  advised  that  Lessor  and  not  Lessee  will  be  treated as owner of the
Equipment  for  Federal  income  tax  purposes and agrees to not take any action
inconsistent  with  such  treatment  and (c) this Lease constitutes a "Qualified
Motor  Vehicle Agreement" as defined in Section 210 of the Tax Equity and Fiscal
Responsibility  Act  of  1932  and  Section  7701(h)  of  the  code.
     Lessee  initial  EJ               Lessor  initial
                    ------------------                ---------------

13.     Equipment.  The  following  Equipment  is  hereby  leased  on  the terms
        ---------
specified  in  this Supplement and this Supplement becomes a part of and subject
to  the  terms and conditions of that certain Master Equipment Lease No.0005782,
dated 3-28-97, 19 __ which, except as modified herein, remains in full force and
      -------
effect.  This  Lease  shall be of no force and effect until all requirements set
forth  herein  are  satisfied  and  this  Lease  is  accepted  in  writing by an
authorized  agent  of  Lessor  in  Minnetonka,  Minnesota.

14.     Other  Terms  or  Conditions.  Following  are other terms and conditions
        ----------------------------
agreed  to  by  the  parties.  None

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Qty    Vehicle ID NO. or Serial No.            Description                                                     Equipment Cost
-----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                     <C>                                                             <C>
  1    1UYVS2530XP653302                       NEW 1999 UTILITY 53 FOOT DRY VAN TRAILER                          20,050.00
  1    1UYVS2532XP653303                       NEW 1999 UTILITY 53 FOOT DRY VAN TRAILER                          20,050.00
  1    1UYVS2534XP653304                       NEW 1999 UTILITY 53 FOOT DRY VAN TRAJLEP.                         20,050.00
  1    IUYVS2536XP653305                       NEW 1999 UTILITY 53 FOOT DRY VAN TRAILER                          20,050.00
  1    IUYVS2533XP653309                       NEW 1999 UTILYIY 53 FOOT DRY VAN TRAILER                          20,050.00
  1    1UYVS2531XP653325                       NEW 1999 UTILITY 53 FOOT DRY VAN TRAILER                          20,050.00
                                               NEW 1999 UTILITY 53 FOOT DRY VAN TRAILER                          20,050.00
-----------------------------------------------------------------------------------------------------------------------------
                                                                                         Estimated Total Cost  $140,350.00
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Equipment Installation and Domicile Address:     ROUTE  5  BOX  1467
                                                 MULDROW, Oklahoma 74948
                                                 /SEQUOYAH County

IN  WITNESS WHEREOF, the parties hereto through a duly authorized representative
have  executed  this  Lease  as  of  this   8   day  of  June, 19 99.
                                          -----         -----    ---

FIRSTAR  EQUIPMENT  FINANCE  CORPORATION         ESCO  TRANSPORTATION  CO.

By:                                              By:         /s/  E.L. Selph
             ---------------------------                     -------------------
Print Name:                                      Print Name: Edwis  L. Selph
             ---------------------------                     -------------------
Title:                                           Title/SSN:  CEO  ###-##-####
             ---------------------------                     -------------------

                                                 By:
                                                             -------------------
                                                 Print  Name:
                                                             -------------------
                                                 Title/SSN:
                                                             -------------------


<PAGE>
FIRSTAR
-------

                       DELIVERY AND ACCEPTANCE CERTIFICATE



Lessee:   ESCO  TRANSPORTATION  CO.
          6505  HOMESTEAD
          HOUSTON,  TX  77028

The undersigned (herein called "Lessee") hereby certifies i). that all Equipment
described  on  Supplement No. 003 Master Equipment Lease No. 0005782 or Exhibits
attached  thereto  (the  "Lease")  between Firstar Equipment Finance Corporation
(herein  called  "Lessor")  and  Lessee,  has  been furnished, ii) that delivery
and/or  installation  has been fully completed as required, iii) that Lessee has
had a reasonable opportunity to inspect the Equipment, iv) that the Equipment is
in conformity in all respects with the Lease, v) that there are non-conformities
upon which Lessee is assuming will be cured, and vi) that Lessee's acceptance of
the  Equipement  has  not  been induced by any assurances by Lessor. Lessee will
therefore  not  reject  or  revoke  its  acceptance  of  the  Equipment.

Lessee  represents, warrants, and agrees as follows that: i) the representations
and  warranties of Lessee in Section 18 of the Lease are true and correct on and
as  of  the acceptance date below as though made as of that date; ii) Lessor did
not  select,  manufacture, or supply the Equipment; iii) Lessor has acquired the
Equipment  in  connection with the; iv) Lessee has either received a copy of the
Purchase  Agreement  by and between Lessor and the vendor of the Equipment on or
before  signing  the  lease contract or has approved such Purchase Agreement; v)
the  Equipement  will  not  be used primarily for family, personal, or household
uses;  and  iv)  there  has  been no adverse change in the business or financial
condition  of  Lessee  or  any Guarantor (as defined in the Lease) since the day
that  the  most  recent  financial  statement  was  submitted  to  Lessor.

Lessee  acknowledges  that  Lessor  is  not  liable  for  the performance of the
Equipment  and  agrees  that  all  Lease  payments  will  be  made regardless of
Equipment  operability.  Any  decals  or metal plates supplied by Lessor will be
affixed  to  the  Equipment  in  accordance  with  instructions  from  Lessor.

In  view  of  the above, the undersigned hereby authorizes Lessor to pay for the
Equipment  in  accordance  with  the  terms  of  Firstar  Equipment  Finance
Corporation's  purchase  orders  for  the  same.

Date:     6-8-99                              Dated:
       ---------------------------                     -------------------------

By:  /s/  Edwis L. Selph                      By:
     -----------------------------                ------------------------------
Print Name:  Edwis  L.  Selph                 Print Name:
             ---------------------                         ---------------------
Title/SSN:  CEO  ###-##-####                  Title/SSN:
            ----------------------                         ---------------------


<PAGE>


EXHIBIT
                ORIX  CREDIT  ALLIANCE  EQUIPMENT  FINANCING



ORIX CREDIT ALLIANCE,INC. 9300 SHELBYVILLE ROAD, SUITE 910  LOUISVILLE KY  40222
Telephone  502-426-7411


                            CONDITIONAL SALE CONTRACT

TO:  RUSH  ENTERPRISESES,  INC.  DBA  HOUSTON     FROM:  ESCO TRANSPORTATION CO.
("Seller")  PETERBILT,  INC.                      (Buyer)
     5219  NORTH  FREEWAY                         6505  HOMESTEAD
     HOUSTON     TEXAS     77022                  HOUSTON     TEXAS     77287

  713-691-4511
Telephone Number                                  Telephone Number

Social Security or Federal Tax ID Number          Social Security or
                                                  Federal Tax ID Number



The  undersigned  Buyer  acknowledges  that,  before  the  execution  of  this
Conditional  Sale  Contract ("Contract"), the Seller quoted to Buyer both a Cash
Sale  Price as Indicated below and a Time Sales Price for the Property described
below  (the  "Property") and offered to sell the Property to the Buyer for ltber
of  said  prices  and that the B uyer chose the Time Sales Price and does hereby
purchase  from Seller the Property AS-IS, on the following terms and conditions:

     Description  of  Property  purchased  (including  make,  year,  model
     dentiflcation,  model  and  serial  numbers  or  marks):
           Refer  to  Schedule  (A)  attached  hereto
           and  made  a  part  hereof  for  the
           Description  of  the  property  purchased.



*  Description  of  any  Trade-in:



(1)  CASH SALE PRICE (INDUDES SALES TAXES)         $  434,277.80

(2)  DOWN PAYMENT In Cash                          $        0.00

(3)  DOWN PAYMENT In Goods* (Trade-in Allowance)   $        0.00
(4)  UNPAID CASH BALANCE [Items (1)-(2)-(3)]       $  434,277.80
(5)  ITEMIZED CHARGES
     (A)  REGISTRATION, Certificate OF Title and
          LICENSE FEES                             $        0.00
     (B)  TAXES Not INCLUDED IN CASH SALE Price    $        0.00
     (C)  OTHER (DESCRIBE)                         $        0.00
     TOTAL ITEMIZED CHARGES                        $        0.00
(6)  PRINCIPAL UNPAID BALANCE [ITEMS (4)+(5)]      $  434,327.80
(7)  FINANCE CHARGE (LIME Price DIFFERENTIAL)      $  104,436.20

(8)  CONTRACT PRICE (UNPAID TIME PRICE)
     [ITEMS(6) + (7)]                              $  538,764.00
(9) TIME SALES PRICE [ITEMS (2)+(3)+(8)]           $  538,764.00


APPLICABLE LAW MAY REQUIRE THE FOLLOWING STATEMENT: "A DOCUMENTARY FEE IS NOT AN
OFFICIAL  FEE.  A  DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO
BUYERS FOR HANDLING DOCUMENTS AND PERFORMING SERVICES RELATING TO THE CLOSING OF
A  SALE.  BUYERS  MAY  AVOID  PAYMENT  OF  THE FEE TO THE SELLER BY HANDLING THE
DOCUMENTS  AND  PERFORMING  THE  SERVICES RELATING TO THE CLOSING OF THE SALE. A
DOCUMENTARY  FEE  MAY  NOT  EXCEED  $50.  THIS  NOTICE  IS  REQUIRED BY LAW." NO
DOCUMENTARY  FEE  HAS  BEEN  CHARGED  HEREUNDER.

Buyer, Jointly and severally if more than one, hereby agrees and promises to pay
to  the Seller or any assignee hereof (hereinafter collectively called "Holder")
at  the  office  of  ORIX  Credit  Alliance,  Inc.  (a  New York corporation) in
Orangeburg,  N.Y.,  or at such other place as the Holder hereof may from time to
time  appoint,  the  Unpaid  Time  Price  or  Contract  Price  (Item 8 above) in
consecutive  monthly  installments  as  follows:

     1  installment(s),  each  in  the  amount  of $     17, 958 - 80  ; then 58
     -                                                   ------------         --
installment(s),  each  in  the  amount  of  $ 8,  979  .40
                                              ------------

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

 said  consecutive  monthly installments shall commence on the 05 day of AUGUST,
                                                               --        -------
1999,  and  continue  on  the  same  date  of  each month thereafter until paid;
-----
with  interest after maturity or acceleration of the unpaid Contract Price (less
any refund) at the Highest Lawful Rate plus all collection charges and if placed
in  the  hands of an attorney for collection, (who is not a salaried employee of
Seller  or Holder), a reasonable sum as attorneys' fees plus any court costs and
disbursements  to  the  extent  permitted  by  law. It is agreed that 20% of the
amount  then being sought would be a reasonable attorneys' fee. The maker(s) and
all  parties  to  this  Contract  hereby  waive presentment for payment, demand,
protest,  notice  of protest, notice of dishonor hereof, and notice of Intent to
accelerate.  Holder  may  extend  the  time  of  payment  hereof,  postpone  the
enforcement  hereof,  grant  any  other  indulgence and add or release any party
primarily  or  secondarily  liable  hereon  without affecting or diminishing the
Holder's  right  of  recourse against the maker(s) and all parties hereto, which
right  is  hereby  expressly  reserved.
In  the event the Buyer shall prepay the balance of the unpaid Contract Price at
anytime  prior to its scheduled maturity date or the Holder, in the event of the
Buyer's  default  as herein provided, shall demand payment of the balance of the
unpaid  Contract  Price  prior to Its scheduled maturity date, the Buyer will be
entitled  to  receive  a refund credit which shall represent at least as great a
proportion  of  the Time Price Differential, after first deducting there from an
acquisition  cost  of Twenty Five Dollars ($25.00) as (i) the sum of the monthly
balances  under  the  schedule  of payments In this Contract beginning as of the
date  after  such  prepayment  or  demand  for payment In full which is the next
succeeding  monthly  anniversary  date  of the due date of the first installment
pursuant  to  the  terms  and  conditions  of this contract, or If prepayment or
demand  for  payment  In  full  Is  made  prior  to  the  due  date of the first
installment  hereunder,  then as of the date after such prepayment or demand for
payment  In  full  which  is  one  (1)  month  after the next succeeding monthly
anniversary  date  of  this  Contract  bears  to (ii) the sum of all the monthly
balances  under  the schedule of payments In this Contract. Should the amount of
refund  credit be less than one dollar ($1.00) no refund credit will be made. if
the  Property  is  a heavy commercial vehicle, (as defined in Article 7.01(n) of
the  Texas Motor Vehicle Installment Sales Law) the amount of such refund credit
shall  be at least an amount that is as great a proportion of the finance charge
as (I) the sum of the monthly balances required under the schedule of payment in
this  Contract  beginning  as  of  the  date after such prepayment or demand for
payment in full which is the next succeeding monthly anniversary date of the due
date  of  the  first  installment  payable  pursuant  to  the provisions of this
Contract,  or,  if  the prepayment or the demand for payment in full is prior to
the due date of the first installment payable pursuant to the provisions of this
Contract,  then  as  of  the date after such prepayment or demand for payment in
full,  which is one (1) month after the next succeeding monthly anniversary date
of  the date of this Contract, bears to (ii) the sum of all the monthly balances
under the schedule of payments in this Contract; and from which resulting amount
is  deducted  an  acquisition  cost  of  One  Hundred  Fifty  Dollars.

TERMS  AND  CONDITIONS  HEREOF  CONTINUED  ON  REVERSE  SIDE
LIABILITY  INSURANCE  COVERAGE  FOR  BODILY  INJURY  AND  PROPERTY  DAMAGE
CAUSED  TO  OTHERS  IS  NOT  INCLUDED  IN  THIS  CONDITIONAL  SALE  CONTRACT
NOTICE  TO  THE  BUYER:  DO  NOT  SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS  ANY BLANK SPACES. YOU ARE ENTITLED TO A COPY OF THE CONTRACT YOU SIGN.
UNDER  THE  LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND
UNDER CERTAIN CONDITIONS MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE. KEEP
THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. NO OTHER AGREEMENT, ORAL OR WRI1TEN,
EXPRESS  OR  IMPLIED  HAS  BEEN  MADE  BY  EITHER  PARTY.
BUYER  ACKNOWLEDGES,  REPRESENTS,  AND  WARRANTS  THAT  THE  PROPERTY  PURCHASED
HEREUNDER IS PURCHASED FOR COMMERCIAL PURPOSES AND NOT FOR THE PERSONAL, FAMILY,
OR HOUSEHOLD USE AND ALL INFORMATION CONTAINED HEREIN IS TRUE AND CORRECT. BUYER
ACKNOWLEDGES  RECEIPT  OF  A  SIGNED,
TRUE  AND  EXACT  EXECUTED  COPY  OF  THIS  CONDITIONAL  SALE  CONTRACT.

Date:                    8-5,  99              BUYER(S):
      ---------------------------------------

Accepted:  RUSH ENTERPRISES, INC. DBA HOUSTON  ESCO  TRANSPORTATION  CO.
           PETERBILT,  INC.            (SEAL)                             (SEAL)
         ------------------------------------  ---------------------------------
             (Print Name of Seller Here)       (Print Name of Buyer-Maker Here)

By:  /S/  Scott  W.                            By:  /S/  EDWIS  L.  SELPH,  JR.
     ----------------------------------------  --------------------------------
              Co-Buyer-Maker:


By:  /S/  Scott  W.                                                      (SEAL)
     ----------------------------------------  --------------------------------
           (Witness  as to Buyer's                      (Print Name of
           and Co-Maker' Signature)                   Co-Buyer-Maker Here)

By:     /S/  Scott  W.
     ----------------------------------------  --------------------------------
           (Witness  as to Buyer's
           and Co-Maker' Signature)


================================================================================

                       ORIGINAL FOR FILING-NON-NEGOTIABLE

<PAGE>
          TERMS AND CONDITIONS OF CONDITIONAL SALE CONTRACT (Continued)


($150.00).  In  the  event  the  amount of refund credit is less than one dollar
($1.00)  no  refund credit will be made. Should the unpaid Contract Price not be
payable  in  substantially  equal successive monthly Installments commencing one
(1)  month  after  the  date  of this Contract, the refund will be computed in a
manner  proportionate  to  the method set out hereinabove as appropriate, having
due  regard  to  the  amount of each installment and to the irregularity of each
installment  period.  The  charge  levied for the deferral of any payments under
this  agreement  or  any  extension,  renewal,  restatement,  refinancing,  or
rescheduling  of the unpaid balance of the Contract Price shall not be more than
may  be  allowed  by  any  applicable  law.
     Injury  to  or  loss  or  destruction of the Property, from whatever cause,
shall  not  release  Buyer  from  payment  as  provided herein. Buyer agrees: at
Buyer's  own  expense  to keep the Property and any accessions in good order and
repair;  not  to  misuse, abuse or illegally use the Property; to be responsible
for all loss or damage to the Property from any cause whatsoever; to immediately
notify  Holder  of  any  change  in  Buyer's  residence or where the Property is
principally  garaged; not to create or suffer any liens or adverse claims of any
kind  against  the  Property,  nor  permit any circumstance to exist under which
Seller and/or Holder may lose its lien on the Property, nor permit nor suffer it
to  come  into  the  possession  of any other person, nor sell nor remove it nor
suffer  its  removal  from  the  place of its location shown above without prior
written  consent from Holder; and in no event permit the Property, or any of the
other  Collateral (as hereinafter defined), to leave the 48 contiguous States of
the  United  States;  not  to  remove  nor  permit  to be removed any equipment,
accessions,  parts  or  attachments  thereof,  now  or hereafter placed upon the
Property;  to  keep  the  Property  insured, at Buyer's expense, against loss or
damage  by  fire,  theft,  collision  (if  appropriate)  and  other  damage  and
destruction,  and  such  risks  as are appropriate in amount, form, coverage and
insurer  satisfactory  to  Holder  for  not less than the unpaid Contract Price,
naming  Holder  as lots payee, such policies to be delivered to Holder, and upon
failure  to  so deliver, Holder shall have the right, but not the obligation, to
provide  insurance  for  its  interest  and  charge Buyer Holder's cost for such
insurance,  together  with  its  or  its  designee's  customary  charges or fees
associated  with  its  insurance.  HOLDER  DOES  REQUIRE  THAT  BUYER INSURE THE
PROPERTY.  WITH  RESPECT  TO  ANY  REQUIRED  INSURANCE,  BUYER HAS THE OPTION OF
FURNISHING  SAME  EITHER  THROUGH  EXISTING  POLICIES  OF  INSURANCE  OWNED  OR
CONTROLLED  BY  THE  BUYER  OR  OF PROCURING AND FURNISHING EQUIVALENT INSURANCE
COVERAGE THROUGH ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN TEXAS.
Buyer  hereby  irrevocably  appoints  Holder as Buyer's attorney-in-fact to make
claim  for,  receive payment of and execute and endorse all documents, checks or
drafts  received  in  payment  of  any loss or damage under any insurance. Buyer
acknowledges  that  no  warranties, representations nor agreements not expressed
herein  have  been made by Holder. Buyer further acknowledges notice of Seller's
Intended  assignment/endorsement  of this contract to ORIX Credit Alliance, Inc.
Buyer  warrants  and  represents  that  all  of the information contained in any
application  for  title,  Insurance or licensing with respect to the Property is
and  shall  be  true  and  correct in all respects. The Buyer grants to Holder a
security  interest  in  the  Property  and  any  and all documents, instruments,
chattel  paper,  goods,  general  intangibles,  inventory,  machinery,  contract
rights,  equipment,  fixtures,  accounts  and  insurance  in  which Buyer now or
hereafter  has  any  right  or interest (all of the foregoing, together with all
accessories,  attachments,  replacements,  substitutions and accessions thereto,
wherever  located,  and all proceeds, products and rents there from collectively
called "Collateral") and agrees that said security interest secures the payment,
performance  and  fulfillment  of  all  obligations  of  Buyer  to Holder or any
affiliate  of  Holder  whether  such  obligations  are now existing or hereafter
incurred  or  arising, are contingent or non-contingent, are direct or indirect,
arise  by  assignment or otherwise or are contemplated or not contemplated as of
the  date  of  this  contract.  Buyer shall not assign this Contract without the
prior  written  consent  of  Holder.
     Time  is  of the essence of this Contract. If Buyer fails to pay any amount
when due, or defaults in the prompt and faithful performance of any of the terms
and  conditions hereof or any other agreement with Holder, or becomes insolvent,
or  changes its management, operations, ownership of its stock or control, or if
bankruptcy,  receivership  or  other  insolvency  proceeding is instituted by or
against  Buyer,  or  if  Holder shall at any time deem the Property in danger of
misuse,  concealment,  or  misappropriation, or if Holder in good faith believes
that  the prospect of payment or performance is impaired, then Holder shall have
all  of the rights and remedies of a secured party pursuant to the provisions of
the  Uniform  Commercial  Code  and  may,  without notice or demand, declare the
Unpaid  Principal  Balance  hereunder  together  with accrued but unpaid Finance
Charge  (after any refund as herein provided), and any collection and reasonable
attorneys'  fees  and  any  and all other sums then due and owing to Holder (all
collectively  called  the  "Balance") immediately due and payable, whereupon the
Balance shall immediately be due and payable, and Buyer will immediately deliver
possession  of  the  Collateral  to  Holder who may, without notice or demand or
legal  process,  to  the  extent  permitted by law: (1) recover the Balance; (2)
repossess  the  Collateral, which Buyer shall assemble at and deliver to a place
designated  by  Holder  (Buyer  hereby  authorizes  and  empowers Holder, or its
designee,  to enter upon any premises where the Collateral may be found and take
possession  and  carry  away  same without process of law) provided and upon the
express  condition  that such repossession of the Collateral can be accomplished
without  breach  of  the  peace  and (A) retain Collateral and all payments made
hereunder, or (B) retain all payments and sell Collateral at a public or private
sale with the right In Holder to purchase any Collateral at such sale), applying
the  net  proceeds  to all charges and expenses incurred by Holder in connection
with  the  repossession,  storage,  repair,  refurbishing  and  sale,  including
attorneys' fees, then to the Balance plus past due interest thereon, then to any
other  amounts owing by Buyer to Holder, and then pay any overplus to Buyer, who
shall  remain liable for any deficiency with interest at the Highest Lawful Rate
plus  reasonable  attorneys'  fees or (C) retain the Collateral and all payments
made  hereunder,  credit  Buyer with the then reasonable value of the Collateral
and  recover  from Buyer any deficiency together with any late charges, expenses
and Interest at Highest Lawful Rate plus said reasonable attorneys' fees, or (D)
pursue any other remedy permitted by law or equity. It is agreed that any amount
to  be  retained  by  Holder  and  the  balance  to  be paid by Buyer under this
paragraph  shall  not  be  as a penalty but as liquidated damages for the breach
hereof.  The  remedies  provided  for  herein  may  be  exercised, to the extent
permitted by law, successively or concurrently and the exercise of one shall not
bar the other. Buyer and any Guarantor hereof agree that any public sale will be
deemed  commercially reasonable If notice thereof is mailed to them at least ten
(10)  days  before such sale and advertised in at least one newspaper of general
circulation  in  the  area  of the sale at least twice prior to the date of sale
upon  terms  of  25% cash down and the balance within 24 hours and further agree
that  any private sale shall be deemed commercially reasonable if notice thereof
Is  mailed  to  them  at  least  14 days before the sale date stated therein and
credit  given  for the price stated. Holder, not being in the equipment business
and  in light of Buyer's obligation to maintain equipment, shall not be required
to  refurbish,  repair  or otherwise incur expenses in connection with preparing
the  Collateral  for  sale  but  may  sell  its  interest therein on an "as-is",
"where-is" basis. Notwithstanding any termination of this Contract by expiration
or  otherwise,  Buyer shall remain liable for the due performance and payment of
all  obligations  incurred  or  arising hereunder, whenever accruing, and Holder
shall  be  entitled  to enforce all rights and remedies it has hereunder. BUYER,
SELLER  AND  ANY  HOLDER  EACH  HEREBY  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES  ANY  AND  ALL  RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES,
COUNTERCLAIMS,  CROSSCLAIMS  AND  SETOFF  OR  RECOUPMENT  CLAIMS  ARISING EITHER
DIRECTLY  OR  INDIRECTLY  BETWEEN  OR  AMONG THEM AND/OR INVOLVING ANY PERSON OR
ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY. Buyer hereby
waives and releases relief from any and all appraisement, stay or exemption laws
then  in force and further waives, with full knowledge of Buyer's rights and the
effect  of  this  waiver,  any  right  to  a  hearing  prior  to any retaking of
Collateral  by  Holder.  Buyer  represents and warrants to Seller and any Holder
that  Buyer  has paid all applicable sales, use or other taxes due in connection
with  the sale, purchase, ownership, possession or use of the Property and shall
Indemnify  Seller  and  any  Holder  from and against any loss, cost or expense,
including  penalties,  interest and other charges of any kind in connection with
or  arising  from  the  sale,  purchase,  ownership,  possession  or  use of the
Property.  Buyer's  obligations  under  this  contract  note survive termination
hereof.  Holder is hereby authorized to file one or more financing statements or
a  reproduction  hereof  as  a financing statement. All security interests shall
attach  to  any  proceeds. In its sole discretion Holder may apply and/or change
applications  of  any  sums  paid  and/or  to  be paid by or for Buyer under any
agreements,  to  any  obligations  of  Buyer  to  Holder,  presently existing or
otherwise.  Holder may at any time, with or without exercising any of the rights
or  remedies  available  to  it  and  without  prior  notice or demand to Buyer,
appropriate and apply toward payment of any of Buyer's obligations to Holder any
and  all  balances,  sums,  Property,  credits,  deposits,  accounts,  reserves,
collections, monies, drafts, notes or checks coming into Holder's possession and
belonging  or  owing to Buyer and for such purposes, endorse Buyer's name on any
such  instrument  made  payable  to Buyer, for deposit, negotiation, discount or
collection.  Buyer  hereby irrevocably appoints Seller and/or Holder as the true
and  lawful attorney-in-fact of Buyer, coupled with an interest, with full power
in  Buyer's  name,  place  of  stead  to execute financing statements on Buyer's
behalf  and  to do any and all other acts on Buyer's behalf necessary or helpful
to perfect Seller's and/or Holder's security interest in the Collateral pursuant
to the Uniform Commercial Code or other applicable law. Each person signing this
Contract  warrants  full  authority  to  sign  this  Contract. interest shall be
charged  at  the rate 2/41st of 1% per day on each monthly installment more than
15  days  past  due.
     This  contract  contains the entire agreement of the parties and may not be
modified  except  in writing. Seller shall not by acceptance of overdue payments
or by any act or omission to act be deemed to have waived any right hereunder. A
waiver  on  one  occasion shall not operate as a waiver on a future occasion. AS
PART  OF  THE  CONSIDERATION  FOR  SELLER'S  ENTERING INTO THIS CONTRACT, BUYER,
SELLER,  HOLDER  AND  ANY  GUARANTOR HEREBY DESIGNATE AND APPOINT EDWIN M. BAUM,
ESQ.  AND  C-A  CREDIT CORP., BOTH OF NEW YORK, OR EITHER OF THEM, AS THEIR TRUE
AND  LAWFUL  ATTORNEY-IN-FACT  AND  AGENT  FOR THEM AND IN THEIR NAME, PLACE AND
STEAD  TO  ACCEPT SERVICE OF ANY PROCESS WITHIN THE STATE OF NEW YORK, THE PARTY
SERVING  SUCH  PROCESS  AGREEING TO NOTIFY THE OTHER PARTY(IES) AT THEIR ADDRESS
SHOWN, OR THEIR LAST KNOWN ADDRESS, BY CERTIFIED MAIL, WITHIN THREE DAYS OF SUCH
SERVICE  HAVING  BEEN  EFFECTED.  BUYER, SELLER, HOLDER AND ANY GUARANTOR HEREOF
AGREE  TO  THE  EXCLUSIVE  VENUE  AND JURISDICTION OF ANY COURT IN THE STATE AND
COUNTY  OF  NEW  YORK  FOR  ALL  ACTIONS,  PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR
CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY
WAY RELATED TO THIS CONTRACT, WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER
POSSESSION OF ALL OR PART OF THE COLLATERAL, OR ANY OTHER ASSETS OF THE BUYER OR
THE  GUARANTOR  HOWEVER  DENOMINATED,  MAY, IN THE SOLE DISCRETION OF HOLDER, BE
BROUGHT  IN  A  STATE  OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLATERAL,
AND/OR  SUCH  OTHER ASSETS. BUYER, SELLER, HOLDER, AND ANY GUARANTOR HEREOF EACH
WAIVE  ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF
ANY  LITIGATION  BROUGHT  IN ACCORDANCE HEREWITH. Any provision hereof violating
the  law  of  any  jurisdiction  shall,  when  governed  by  the  law  of  such
jurisdiction,  be  deemed  void  to  the extent of such prohibition, but without
invalidating the remaining provisions hereof. The parties each warrant and agree
that Buyer has not received possession of the Property prior to the date hereof.
Intending  that  each  and  every  provision of this Contract be fully effective
according  to its terms, the parties agree that the validity, enforceability and
effectiveness  of each provision hereof and the obligations, rights and remedies
of  the Buyer, Seller, Guarantor and any Holder in any way related to or arising
under  this  Contract  shall be governed by and construed in accordance with the
laws of the State of New York (excluding its choice of law rules). if any one or
more  provisions  hereof are in conflict with any applicable statute or law, and
thus not valid or enforceable, then each such provision shall be deemed null and
void,  but  only  to  the  extent  of  such conflict and without invalidating or
affecting  the  remaining provisions hereof. This Contract shall be binding upon
the  heirs,  administrators,  legal representatives and successors of the Buyer.
     IN  THE EVENT TEXAS LAW GOVERNS THIS CONTRACT: TO CONTACT SELLER ABOUT THIS
ACCOUNT  CALL  THE  SELLER  AT THE SELLER'S TELEPHONE NUMBER APPEARING BELOW THE
SELLER'S  ADDRESS  ON  THE  REVERSE SIDE OF THIS CONTRACT. TO CONTACT THE HOLDER
ABOUT  THIS  ACCOUNT  CALL  ORIX  CREDIT  ALLIANCE, INC. AT ITS TELEPHONE NUMBER
APPEARING  ALONGSIDE  OF ITS ADDRESS AT THE VERY TOP OF THE REVERSE SIDE OF THIS
CONTRACT.  THIS  CONTRACT  IS  SUBJECT IN WHOLE OR IN PART TO TEXAS LAW WHICH IS
ENFORCED  BY  THE  CONSUMER  CREDIT  COMMISSIONER,  2601 NORTH LARMAR BOULEVARD,
AUSTIN,  TEXAS  78705-4207.  PHONE  (512)  936-7610,  (800)  538-1579.
CONTACT  THE  COMMISSIONER  RELATIVE  TO  ANY  INQUIRIES  OR  COMPLAINTS.
     In  the event that any court of competent Jurisdiction determines that this
Contract represents a loan transaction, then the parties agree that the interest
rate  for such transaction shall be 18% per annum except that if by applying the
Rule  of  78  it  is  determined that the transaction and this Contract actually
provide  for  a lesser rate, then such lesser rate shall be the agreed upon rate
of interest. Nothing contained herein shall be construed to require the Buyer to
pay  any  amount  in  excess  of  that  provided  for  its  this  Contract.
     It  is the Intent of the Seller and Buyer to make the transaction evidenced
by  this  Conditional  Sale  Contract  conform  to all applicable laws ("Laws"),
including  the  provisions  of  the  Texas  Credit  Code,  if such Laws shall be
applicable.  Such  Laws  contain various restrictions and limitations concerning
interest,  fees,  expenses,  late  charges, deferral charges, refund of unearned
interest, insurance, collection costs and various other matters which may or may
not  apply to this transaction. it is the intent of the Seller, Buyer and Holder
to  fully  comply  with all such applicable limitations and restriction. If, for
any  reason,  any  provision  of  this  Conditional Sale Contract or any related
document  shall  be  deemed to be in violation of such Laws, such provision will
not  be  applicable,  will  be  void  ab  initio  and  instead,  the appropriate
applicable  provisions  of  such  Laws shall apply. In the event of any conflict
between this Conditional Sale Contract and any other document between the Seller
and  the  Buyer  related  to  this  transaction  with  respect to any provisions
prohibited  or  required  by  such Laws, the provisions complying with such Laws
shall  be  the  operative  provisions, it is agreed that If the aggregate of all
interest,  charges  and  other sums deemed to constitute interest and contracted
for, chargeable or receivable in connection with this transaction, shall produce
a  rate  higher  than  the highest lawful rate which is the maximum non-usurious
rate  of interest, as it fluctuates without notice allowable by applicable state
or  federal law, whichever may be higher and IT applicable law shall not provide
a  maximum  non-usurious  rate,  then 24% per annum), then this Conditional Sale
Contract  and  any  related documents shall be reformed so as only to permit the
collection  of  the  highest  lawful  rate.
     If  for any reason whatsoever interest shall be paid or received during the
full  term  of  the  transaction contemplated by this Contract, which produces a
rate  exceeding  the  Highest  Lawful Rate, the Seller or Holder, at its option,
shall refund such excess to Buyer for credit against any outstanding obligations
of  Buyer. To the extent permitted by applicable law, all non-principal payments
shall  be  deemed  expenses,  fees or premiums rather than interest and all such
payments  shall  be  allocated  and  spread  throughout  the entire term of this
Contract  so  that  the  interest  rate  shall  be  uniform  throughout.
     If  Chapter One of Title 79, Texas Revised Civil Statutes, 1925, as amended
("Texas  Credit  Code")  establishes the Highest Lawful Rate, that rate shall be
the  "Indicated  Rate Ceiling" (as Identified in the Texas Credit Code). Without
notice  to  Maker  or  any other person or entity, the Highest Lawful Rate shall
automatically  fluctuate  as  such  maximum  non-usurious  out  rate fluctuates.
interest  shall  be  computed  for  the  actual number of days elapsed in a year
consisting  of  365  or  366 days, as the case may be. The "Highest Lawful Rate"
means  use maximum non-usurious rate of interest allowed by Texas law, stated as
a  rate  per  annum.


<PAGE>
                                   Schedule A


This schedule IS ATTACHED TO AND BECOMES PART OF SECURITY AGREEMENT, CONDITIONAL
SALE  CONTRACT,  LEASE, OR  _____________________________________ DATED 8-5, 99
                                                                        -------
between the undersigned.



              DESCRIPTION OF PROPERTY
          --------------------------------
QUANTITY  (INDICATE WHETHER "NEW"OR"USED")  YEAR & MODEL      SERIAL NO.
--------  --------------------------------  ------------  ------------------

       1  PETERBILT                            2000 377A  1XPCDR9X6YD515O75
          ROAD TRACTOR

       1  PETERBILT                            2000 377A  1XPCDR9X4YD515O74
          ROAD TRACTOR

       1  PETERBILT                            2000 377A  1XPCDR9X2YD515073
          ROAD TRACTOR

       1  PETERBILT                            2000 377A  1XPCDR9X0YD515072
          ROAD TRACTOR

       1  PETERBILT                            2000 377A  1XPCDR9X8YD515O76
          ROAD TRACTOR



This schedule is hereby verified correct and undersigned Mortgagor(s), Buyer(s),
or  Lessee(s)  acknowkdges receipt  of  a  copy  this  5  day  of  August,  99.
                                                       -           -----------





Mortgagee/Seller/Lessor:                      MORTGAGOR/BUYER/LESSEE

     RUSH  ENTERPRISES,  INC.  DBA  HOUSTON   ESCO  TRANSPORTATION  CO.
     PETERBILT, INC.
     --------------------------------------   -------------------------

BY:.  /S/  SCOTT W. S                         By:  /S/  EDWIS  L.  SELPH,  JR.
     --------------------------------------   --------------------------------



SCHED.A(  1-98)                                                        NET  7.03


<PAGE>
                                    GUARANTY
TO:     ORIX CREDIT ALLIANCE, INC.

                 RE:   ESCO  TRANSPORTATION  CO

Gentlemen

     To  induce  you to enter into one or more equipment lease agreements and/or
one  or  more security agreements, including but not limited to conditional sale
agreements,  leases,  chattel  and/or  real  estate  mortgages,  notes  or other
deferred  or  time  payment paper, and/or any and all agreements relating to the
purchase  of  such  paper or documents or both (all of the foregoing hereinafter
called  "Security  Obligations") with the above-captioned (hereinafter, together
with  its successors and assigns, called the" Subject"), and/or to induce you to
purchase and/or accept an assignment of Security Obligations from Subject and/or
to  induce  you to purchase and/or accept one or more assignments from any party
or  parties  of  one  or  more  Security Obligation us having Subject as obligor
thereon,  and/or  in  consideration of your having heretofore done any or all of
the  foregoing,  we,  the undersigned (and each of us if more than one) agree to
be,  without  deduction by reason of set-off, defense or counterclaim of Subject
and/or  us,  jointly,  severally, directly and unconditionally liable to you for
the  due  performance of all such Security Obligations past, present and future,
and  any  and all subsequent renewals, continuations, modifications, supplements
and  amendments  thereof,  and  for  the  payment of any and all debts and other
obligations of Subject of whatever nature, whether matured or unmatured, whether
absolute  or  contingent  and  whether  now  or hereafter existing or arising or
contracted or incurred or owing to or acquired by you by assignment, transfer or
otherwise  (such  debts  and  other  obligations  referred to herein as "General
Obligations").  Any  and all present and future debts and obligations of Subject
to  us  are hereby waived and postponed in favor of and subordinated to the full
payment and performance of all past, present and future debts and obligations of
Subject  to  you. We affirmatively represent and warrant to you that we will not
transfer  any  personal  assets  to  any  party  without  full  and  valuable
consideration  in  money's  worth  for  said  transfer and we understand that in
reliance  upon  and  in  consideration  of  this representation, specific credit
accommodations as described above ' are being extended to the Subject by you. We
hereby waive notice of acceptance hereof and of all notices of any kind to which
we may be entitled, including without limitation any and all demands of payment,
notices  of  non-payment,  protest  and  dishonor to us or Subject or makers, or
endorsers  of  any  notes or other instruments for which we are or may be liable
hereunder.  You shall be entitled to hold any and all sums to our credit and any
of  our  property  at any time in your possession as security for any and all of
our  obligations  to  you,  no matter how or when arising and whether under this
instrument  or  otherwise.  We further waive notice of and hereby consent to any
agreement  or  arrangements  whatever  with  Subject  or  anyone else, including
without  limitation,  agreements  and  arrangements  for  payment  extension,
subordination,  composition,  arrangement,  discharge or release of the whole or
any  part  of  Security  Obligations. or for releases of collateral and/or other
guarantors,  or  for  the  change  or  surrender of any and all security, or for
compromise,  whether  by  way  of  acceptance  of  part payment or of returns of
merchandise  or  of dividends or in any other way whatsoever, and the same shall
in no way impair our liability hereunder. The liability hereunder of each of the
undersigned  is  direct  and unconditional and may be enforced without requiring
your  first  to  resort to any other right, remedy or security and shall survive
any  repossession  of  property  whether  or not such constitutes an election of
remedies  against  Subject;  nothing  shall  discharge  or satisfy our liability
hereunder  except  the  full performance and payment of all Security Obligations
and  General  Obligations with interest. We shall have the right of subrogation,
reimbursement  or  indemnity  whatsoever  and  no  right  of recourse to or with
respect  to  any assets or property of Subject or to any collateral for Security
Obligations,  unless  and until all Security Obligations and General Obligations
shall  have  been  paid  and  performed  in full and if the undersigned shall be
deemed  to  be  an  'insider', (as the term is used in Bankruptcy Code) then all
rights  of subrogation are waived. It you become involved in any lawsuit against
any  of us or concerning a breach of any covenant or agreement herein contained,
we  shall  be  obligated to pay to you, and you may obtain judgment for, (a) all
unpaid  balances and any other monies due to you from Subject; (b) all costs and
expenses  of  any  such  suit;  (c)  20% of the sum of (a) plus (b) representing
attorneys'  fees  (which  sum  is deemed to be reasonable), plus (d) interest on
(a),  (b) and (c) at the highest lawful rate provided for in any of the Security
Obligations  until  such  sum  is paid in full (the sum of (a), (b), (c) and (d)
called  'the  Judgment Account"). AS PART OF THE CONSIDERATION FOR YOUR ENTERING
INTO  AND/OR  PURCHASING  AND/OR ACCEPTING AN ASSIGNMENT OF ONE OR MORE Security
OBLIGATIONS  WITH  SUBJECT  AS  obligor thereon, we HEREBY DESIGNATE AND APPOINT
EDWIN  H.  BAUM, ESQ. AND C-A CREDIT CORP., BOTH OF NEW YORK, OR EITHER OF THEM,
AS  OUR  true  AND  LAWFUL  ATTORNEY-IN-FACT AND AGENT FOR EACH OF US AND IN OUR
NAME,  PLACE  AND STEAD TO ACCEPT SERVICE OF ANY PROCESS WITHIN THE STATE OF NEW
YORK,  YOU  AGREEING  TO  NOTIFY  US  BY  DEPOSITING  IN THE UNITED STATES MAILS
CERTIFIED  MAIL,  POSTAGE PREPAID WRITTEN NOTICE OF SUCH SERVICE ADDRESSED TO US
AT  OUR  ADDRESS SHOWN HEREINBELOW, WITHIN THREE (3) DAYS OF SUCH SERVICE HAVING
BEEN  EFFECTED  AND  THE  UNDERSIGNED DO HEREBY AGREE TO THE EXCLUSIVE VENUE AND
JURISDICTION  OF  ANY STATE OR FEDERAL COURT IN THE STATE AND COUNTY OF NEW YORK
REGARDING  IN  ANY MATTER ARISING HEREUNDER. We hereby irrevocably authorize any
attorney  of  any court of record to appear for and confess judgment against any
one or more of us (except in any jurisdiction where such action is not permitted
by  law) for the Judgment Amount, without stay of execution, and we hereby waive
and release relief from any and all appraisement, stay or exemption laws then in
force.  We  agree  that  if we or Subject shall at any time become insolvent, or
make  a  general assignment, or if a petition in bankruptcy or any insolvency or
reorganization  proceeding shall be commenced by, against or in respect of us or
Subject,  any  and  all of our obligations shall, at your sole option, forthwith
become  due  and payable without notice. You may appropriate and apply to any of
our  obligations  any  and  all  balances,  sums,  property,  credits, deposits,
accounts,  reserves,  collections,  monies,  drafts, notes or checks coming into
your  possession  and  belonging to us and endorse our name thereon for deposit,
negotiation, discount or collection. We have not relied upon any representations
or  warranties  in connection with the execution and delivery of this instrument
and our obligations hereunder are absolute and unconditional notwithstanding the
invalidity  or  unenforceability  of  any  the  Security  Obligations or General
Obligations  or of this instrument. This instrument is a continuing guaranty and
shall  continue  in  full force and not -notwithstanding the death of any of us,
until  the  full  performance, payment and discharge of all Security Obligations
and  General  Obligations, and thereafter until actual receipt by you from us of
written  notice  of  termination;  such  termination shall be applicable only to
transactions having their inception thereafter. Termination by one or more of us
shall  not  affect  the  liability  of  such of us as do not give such notice of
termination.
     No representations and/or agreements not set forth herein have been made to
us.  We  hereby  assert  and  confirm  that  we  executed  and entered into this
instrument  voluntarily  and  without any coercion, duress or undue influence of
any  kind, whether directly or indirectly, having been exerted upon us by you or
any  of  your employees, agents or representatives. In FURTHER CONSIDERATION FOR
YOUR  ENTERING  INTO  any  OF  THE  SECURITY  OBLIGATIONS AND FOR OTHER GOOD AND
VALUABLE  CONSIDERATION,  THE  RECEIPT  AND  SUFFICIENCY  OF  WHICH  ARE  HEREBY
ACKNOWLEDGED,  EACH  OF  THE UNDERSIGNED, INDIVIDUALLY AND FOR HIS OR HER HEIRS,
EXECUTORS,  ADMINISTRATORS,  PERSONAL  REPRESENTATIVES,  SUCCESSORS AND ASSIGNS,
DOES HEREBY WAIVE, FOREGO AND AGREE NOT TO ASSERT ANY AND ALL RIGHTS, CLAIMS AND
DEFENSES,  IF  ANY,  UNDER THE FEDERAL EQUAL CREDIT OPPORTUNITY ACT ('ECOA"), 15
U.S.C.  1691  ET  SEQ. AND REGULATIONS PROMULGATED THEREUNDER, THAT MAY INURE TO
              --  ---
THE  BENEFIT  OF  THE UNDERSIGNED AS A RESULT OF your OBTAINING OR OUR EXECUTING
THIS  INSTRUMENT.  WE  HEREBY  RATIFY AND APPROVE THE OBTAINING BY YOU OF CREDIT
REPORTS  RELATING  TO  US  AND  HEREBY  AGREE THAT YOU MAY HEREAFTER OBTAIN SUCH
CREDIT  REPORTS  AS  YOU  MAY,  IN  YOUR  SOLE  DISCRETION,  DETERMINE.
     The  words  "you" and "your" as used herein shall mean and include and this
instrument shall apply in favor of and be severally enforceable by any addressee
hereinabove  named and/or any concern which is or may at any time be the parent,
subsidiary  of  such  parent,  subsidiary  or  assignee  thereof.  WE KNOWINGLY,
VOLUNTARILY  AND INTENTIONALLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY jury OF ANY
AND  ALL  CLAIMS,  DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT
CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY BETWEEN YOU AND US AND/OR INVOLVING
ANY  PERSON  OR  ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY OF
THE SECURITY OBLIGATIONS OR GENERAL OBLIGATIONS AND WE FURTHER WAIVE ANY AND ALL
RIGHT  TO  CLAIM  OR  RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY OTHER
DAMAGES  OTHER THAN OR IN ADDITION TO, ACTUAL DAMAGES. This investment cannot be
changed  orally,  shall be interpreted according to the laws of the State of New
York,  (excluding  its  choice  of  law rules), shall be binding upon the heirs,
executors, administrators, successors and assigns of each of the undersigned and
shall  inure  to  the  benefit  of  your  successors  and  assigns.


Dated:     7-30-99                            EDWIS  L.  SELPH
       --------------------------             /s/  Edwis L. Selph         (L.S.)
                                              ----------------------------------
WITNESS:                                      (Personal  Guarantor's  Signature)
         ------------------------             Address:  6505  HOMESTEAD
                                                        ------------------------

Driver  Lic.#             St.                           HOUSTON    TEXAS   77028
             -------------   ----                       ------------------------

Individual  Acknowledgment                    Driver  Lic.#              St.
State  of                                                  --------------   ----
County  of

     I,  Connie  Trujillo  a Notary Public duly qualified in and for said County
         ----------------
and  State,  do  hereby  certify  that on this 30th day of July, 1999 in (place)
                                               ----        ----
Harris  in  said  County,  before  me  personally  appeared:
-----
EDWIS  L.  SELPH,  JR.
--------------------------------------------------------------------------------
to  me  personally  well  known  as  and to be the identical person(s) named and
described  in  and  party  to  and  who  executed  in  his/her/their  own proper
handwriting  and  whose name(s) is / are subscribed to the instrument of writing
appearing  on  the  above,  bearing  date  as herein indicated, and produced and
delivered  the same before me and who, upon being first duly sworn by me, stated
that  he/she/they  know  the contents of said instrument to be his/her/their own
free, lawful and voluntary act and deed for the uses, purposes and consideration
therein  mentioned  and  contained.
     Given  under and witness my hand and official seal the day and year in this
certificate  first  above  written.


    [CONNIE TRUJILLO                   /S/  Connie  Trujillo
NOTARY PUBLIC, STATE OF TEXAS          ---------------------
   MY COMMISSION EXPIRES               My  Commission  Expires     04-08-2002
     APRIL 08, 2002]                                               ----------


<PAGE>
ORIX CREDIT ALLIANCE,INC. 9300 SHELBYVILLE ROAD, SUITE 910  LOUISVILLE KY  40222
Telephone  502-426-7411


                            CONDITIONAL SALE CONTRACT

TO:  RUSH  ENTERPRISESES,  INC.  DBA  HOUSTON     FROM:  ESCO TRANSPORTATION CO.
("Seller")  PETERBILT,  INC.                      (Buyer)
     5219  NORTH  FREEWAY                         6505  HOMESTEAD
     HOUSTON     TEXAS     77022                  HOUSTON     TEXAS     77287

  713-691-4511
Telephone Number                                  Telephone Number

Social Security or Federal Tax ID Number          Social Security or
                                                  Federal Tax ID Number


The  undersigned  Buyer  acknowledges  that,  before  the  execution  of  this
Conditional  Sale  Contract ("Contract"), the Seller quoted to Buyer both a Cash
Sale  Price as Indicated below and a Time Sales Price for the Property described
below  (the  "Property") and offered to sell the Property to the Buyer for ltber
of  said  prices  and that the B uyer chose the Time Sales Price and does hereby
purchase  from Seller the Property AS-IS, on the following terms and conditions:

     Description  of  Property  purchased  (including  make,  year,  model
     dentiflcation,  model  and  serial  numbers  or  marks):
           Refer  to  Schedule  (A)  attached  hereto
           and  made  a  part  hereof  for  the
           Description  of  the  property  purchased.




*  Description  of  any  Trade-in:




(1)  CASH SALE PRICE (INDUDES SALES TAXES)         $868, 555. 60

(2)  DOWN PAYMENT In Cash                          $        0.00

(3)  DOWN PAYMENT In Goods* (Trade-in Allowance)   $        0.00
(4)  UNPAID CASH BALANCE [Items (1)-(2)-(3)]       $  868,555.60
(5)  ITEMIZED CHARGES
     (A)  REGISTRATION, Certificate OF Title and
          LICENSE FEES                             $        0.00
     (B)  TAXES Not INCLUDED IN CASH SALE Price    $        0.00
     (C)  OTHER (DESCRIBE)                         $        0.00
     TOTAL ITEMIZED CHARGES                        $        0.00
(6)  PRINCIPAL UNPAID BALANCE [ITEMS (4)+(5)]      $  868,555.60
(7)  FINANCE CHARGE (LIME Price DIFFERENTIAL)      $  208,972.39

(8)  CONTRACT PRICE (UNPAID TIME PRICE)
     [ITEMS(6) + (7)]                              $1,077,527.99
(9) TIME SALES PRICE [ITEMS (2)+(3)+(8)]           $1,077,527.99


APPLICABLE LAW MAY REQUIRE THE FOLLOWING STATEMENT: "A DOCUMENTARY FEE IS NOT AN
OFFICIAL  FEE.  A  DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO
BUYERS FOR HANDLING DOCUMENTS AND PERFORMING SERVICES RELATING TO THE CLOSING OF
A  SALE.  BUYERS  MAY  AVOID  PAYMENT  OF  THE FEE TO THE SELLER BY HANDLING THE
DOCUMENTS  AND  PERFORMING  TIlE SERVICES RELATING TO THE CLOSING OF THE SALE. A
DOCUMENTARY  FEE  MAY  NOT  EXCEED  $50.  THIS  NOTICE  IS  REQUIRED BY LAW." NO
DOCUMENTARY  FEE  HAS  BEEN  CHARGED  HEREUNDER.

Buyer, Jointly and severally If more than one, hereby agrees and promises to pay
to  the Seller or any assignee hereof (hereinafter collectively called "Holder")
at  the  office  of  ORIX  Credit  Alliance,  Inc.  (a  New York corporation) in
Orangeburg,  NY.,  or  at such other place as the Holder hereof may from time to
time  appoint,  the  Unpaid  Time  Price  or  Contract  Price  (Item 8 above) in
consecutive  monthly  installments  as  follows:


     1 installment(s), each in the amount of $35,917.59; then 58 Installment(s),
     -                                        ----------      --
each  in  the  amount  of  $17,958.80;
                            ----------

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

then  ___  installment(s),  each  in  the  amount  of  $__________;  then  __
Installment(s),  each  in  the  amount  of  $__________;

said  consecutive  monthly  installments  shall commence on the 05 day of AUGUST
                                                                --        ------
1999  ,  and  continue  on  the  same date of earls -thereafter until paid; with
----
interest  after  maturity  or acceleration of the unpaid Contract PHce (less any
refund) at the 111 est Lawful Rare plus all collection charges and if -the hands
of  an  attorr'ey  for  collection, (who is not a salaried employee of Seller or
Holder),  a  reasonable  sum  as  attorneys  fees  plus  any  court  costs  and
disbursements  to  the  extent  permitted  by law. It is agreed that 20/o of the
amount  then  being sought would be a reasonable attorneys fee. The maker(s) and
all  parties  to  this  Contract  hereby  waive presentment for payment, demand,
protest,  notice  of protest, notice of dishonor hereof, and notice of Intent to
accelerate.  Holder  may  extend  the  time  of  paymrnt  hereof,  postpone  the
enforcement  hereof,  grant  any  other  indulgence and add or release any party
primarily  or  secondarily  liable  hereon  without affecting or diminishing the
Holder's  right  of  recourse against the maker(s) and all parties hereto, which
right  is  hereby  expressly  reserved.
          In the event the Buyer shall prepay the balance of the unpaid Contract
Price  at  anytime  prior  to  its scheduled maturity date or the Holder, in the
event  of  the  Buyer's  default as herein provided, shall demand payment of the
balance  of  the unpaid Contract Price prior to its scheduled maturity date, the
Buyer will be entitled to receive a refund credit which shall represent at least
as  great  a  proportion  of  the Time Price Differential, after first deducting
therefrom  an  acquisition cost of Twenty Five Dollars ($25.00) as (i) the sum f
the  monthly  balances under the schedule of payments in this Contract beginning
as  of the date after such prepayment or demand for payment in full which is the
next  succeeding  monthly  anniversary  date  of  the  due  date  of  the  first
installment  pursuant  to  the  terms  and  conditions  of this contract, or, if
prepayment  or  demand  for payment in full is made prior to the due date of the
first installment hereunder, then as of the date after such prepayment or demand
for  payment  in  full  which is one (1) month after the next succeeding monthly
anniversary  date  of  this  Contract  bears  to (ii) the sum of all the monthly
balances  under  the schedule of payments in this Contract. Should the amount of
refund credit be less than one dollar ($1 .00) no refund credit will be made. If
the  Property  Is  a heavy commercial vehicle, (as defined in Article 7.01(n) of
the  Texas Motor Vehicle Installment Sales Law) the amount of such refund credit
shall  be at least an amount that is as great a proportion of the finance charge
as  (i) the sum of the monthly balances required strider the schedule of payment
In  this  contract  beginning as of the date after such prepayment or demand for
payment  in  full  which is the next succeeding monthly anniversary date of tire
due  date  of  the  first installment payable pursuant to the provisions of this
Contract,  or,  if  the prepayment or the demand for payment in full is prior to
the due date of the fIrst installment payable pursuant to the provisions of this
Contract,  then  as  of  the date after such prepayment or demand for payment in
full,  which is one (1) month after the next succeeding monthly anniversary date
of  the date of this Contract, bears to (ii) the sum of all the monthly balances
under the schedule of payments in this Contract; and from which resulting amount
is  deducted  an  acquisition  cost  of  One  Hundred  Fifty  Dollars.


              TERMS AND CONDITIONS HEREOF CONTINUED ON REVERSE SIDE
   LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED IN THIS CONDITIONAL SALE CONTRACT NOTICE TO THE BUYER: DO
   NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK SPACES.
 YOU ARE ENTITLED TO A COPY OF THE CONTRACT YOU SIGN. UNDER THE LAW YOU HAVE THE
RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND UNDER CERTAIN CONDITIONS MAY
   OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE. KEEP THIS CONTRACT TO PROTECT
  YOUR LEGAL RIGHTS. NO OTHER AGREEMENT, ORAL OR WRITTEN, EXPRESS OR IMPLIED HAS
                           BEEN MADE BY EITHER PARTY.
     BUYER  ACKNOWLEDGES,  REPRESENTS,  AND WARRANTS THAT THE PROPERTY PURCHASED
HEREUNDER IS PURCHASED FOR COMMERCIAL PURPOSES AND NOT FOR THE PERSONAL, FAMILY,
OR  HOUSEFIOLD  USF  AND  ANY  INFORMATION CONTAINED HEREIN IS TRUE AND CORRECT.
BUYER  ACKNOWLEDGES  RECEIPT  OF  A  SIGNED TRUE AND EXACT EXECUTED COPY OF THIS
CONDITIONAL  SALE  CONTRACT.



Date:                    8-5,  99              BUYER(S):
      ---------------------------------------

Accepted:  RUSH ENTERPRISES, INC. DBA HOUSTON  ESCO  TRANSPORTATION  CO.
           PETERBILT,  INC.            (SEAL)                             (SEAL)
         ------------------------------------  ---------------------------------
             (Print Name of Seller Here)       (Print Name of Buyer-Maker Here)

By:  /S/  Scott  W.                            By:  /S/  EDWIS  L.  SELPH,  JR.
     ----------------------------------------  --------------------------------
              Co-Buyer-Maker:


By:  /S/  Scott  W.                                                      (SEAL)
     ----------------------------------------  --------------------------------
           (Witness  as to Buyer's                      (Print Name of
           and Co-Maker' Signature)                   Co-Buyer-Maker Here)

By:     /S/  Scott  W.
     ----------------------------------------  --------------------------------
           (Witness  as to Buyer's
           and Co-Maker' Signature)

================================================================================
CSC(95).MVTX           ORIGINAL  FOR  FILING-NON-NEGOTIABLE             NET  7.0


<PAGE>
================================================================================

          TERMS AND CONDITIONS OF CONDITIONAL SALE CONTRACT (CONTINUED)

($150.00).  In  the  event  the  amount of refund credit is less than one dollar
($1.00)  no  refund credit will be made. Should the unpaid Contract Price not be
payable  in  substantially  equal successive monthly installments commencing one
(1)  month  after  the  date of this Contract, the refund will be computed itt a
manner  proportionate  to  the method set out hereinabove as appropriate, having
due  regard  to  the  amount of each installment and to the irregularity of each
installment  period.  The  charge  levied for the deferral of any payments under
this  agreement  or  any  extension,  renewal,  restatement,  refinancing,  or
rescheduling  of the unpaid balance of the Contract Price shall not be more than
may  be  allowed  by  any  applicable  law.
     Injury  to  or  loss  or  destruction of the Property, from whatever cause,
shall  not  release  Buyer  from  payment  as  provided herein. Buyer agrees: at
Buyer's  own  expense  to keep the Property and any accessions in good order and
repair;  not  to  misuse, abuse or illegally use the Property; to be responsible
for all loss or damage to the Property from any cause whatsoeves, to immediately
notify  Holder  of  any  change  in  Buyer's  residence or where the Property is
principally  garaged; not to create or suffer any liens or adverse claims of any
kind  against  the  Property,  nor  permit any circumstance to exist under which
Seller and/or Holder may lose its lien on the Property, nor permit nor suffer it
to  come  into  the  possession  of any other person, nor sell nor remove it nor
suffer  its  removal  from  the  place of its location shown above without prior
written  consent from Holder; and in no event permit the Property, or any of the
other  Collareral (as hereinafter defined), to leave the 48 contiguous States of
the  United  States;  not  to  remove  nor  permit  to be removed any equipment,
accessions,  parts  or  attachments  therereof, now or hereafter placed upon the
Property;  to  keep  the  Property  insured, at Buyer's expense, against loss or
damage  by  fire,  theft,  collision  (if  appropriate)  and  other  damage  nd
destruction,  and  such  risks  as are appropriate in amount, form, coverage and
insurer  satisfactory  to  Holder  for  not less than the unpaid Contract Price,
naming  Holder  as loss payee, such policies to be delivered to Holder, and upon
failure  to  so deliver, Holder shall have the right, but not the obligation, to
provide  insurance  for  its  interest  and  charge Buyer Holder's cost for such
Insurance,  together  with  its  or  its  designee's  customary  charges or fees
associated  with  its  insurance.  HOLDER  DOES  REQUIRE  THAT  BUYER INSURE THE
PROPERTY.  WITH  RESPECT  TO  ANY  REQUIRED  INSURANCE,  BUYER HAS THE OPTION OF
FURNISHING  SAME  EITHER  THROUGH  EXISTING  POLICIES  OF  INSURANCE  OWNED  OR
CONTROLLED  BY  THE  BUYER  OR  OF PROCURING AND FURNISHING EQUIVALENT INSURANCE
COVERAGE THROUGH ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN TEXAS.
Buyer  hereby  irrevocably  appoints  Holder as Buyer's attorney-in-fact to make
claim  for,  receive payment of and execute and endorse all documents, checks or
drafts  received  in  payment  of  any loss or damage under any insurance. Buyer
acknowledges that no warranties I , enre'sentations nor agreements not expressed
herein  have  been made by Holder. Buyer further acknowledges notice of Seller's
intended  assignment/endorsement  of  this contract to ORIX Credit Alliance,Inc.
Buyer  warrants  and  represents  that  all  of the Information contained in any
application  for  title,  insurance or licensing with respect to the Property is
and  shall  be  true  and  correct in all respects. The Buyer grants to Holder a
security  interest  in  the  Property  and  any  and all documents, instruments,
chattel  paper,  goods,  general  intangibles,  inventory,  machinery,  contract
rights,  equipment,  fixtures,  accounts  and  insurance  In  which Buyer now or
hereafter  has  any  right  or interest (all of the foregoing, together with alt
accessories,  attachments,  replacements,  substitutions and accessions thereto,
wherever  located,  and  all proceeds, products and rents therefrom collectively
called "Collateral") and agrees that said security Interest secures the payment,
performance  and  fulfillment  of  all  obligations  of  Buyer  to Holder or any
affiliate  of  Holder  whether  such  obligations  are now existtng or hereafter
incurred  or  arising, are contingent or non-contingent, are direct or indirect,
arise  by  assignment or otherwise or are contemplated or not contemplated as of
the  date  of  this  contract.  Buyer shall not assign this Contract without the
prior  written  consent  of  Holder.
     Time  is  of the essence of this Contract. If Buyer fails to pay any amount
when due, or defaults in the prompt and faithful performance of any of the terms
and  conditions hereof or any other agreement with Holder, or becomes insolvent,
or  changes its management, operations, ownership of its stock or control, or If
bankruptcy,  receivership  or  other  insolvency  proceeding is instituted by or
against  Buyer,  or  If  Holder shall at any time deem the Property in danger of
misuse,  concealment,  or  misappropriation,  or if Holder in good aith believes
that  the prospect of payment or performance is impaired, then Holder shall have
all  of the rights and remedies of a secured party pursuant to the provisions of
the  Uniform  Commercial  Code  and  may,  without notice or demand, declare the
Unpaid  Principal  Balance  hereunder  together  with accrued but unpaid Finance
Charge (after ,rny refund as herein provided), and any collection and reasonable
attorneys'  fees  and  any  and all other sums then due and owing to Holder (all
collectively  called  the  "Balance") immediately due and payable, whereupon the
Balance shall Immediately be due and payable, and Buyer will immediately deliver
possession  of  the  Collateral  to  Holder who may, without notice or demand or
legal  process,  to  the  extent  permitted by law: (1) recover the Balance; (2)
repossess  the  Collateral, which Buyer shall assemble at and deliver to a place
designated  by  Holder  (Buyer  hereby  authorizes  and  empowers Holder, or its
designee,  to enter upon any premises where the Collateral may be found and take
possession  and  carry  away  same without process of law) provided and upon the
express  condition  that such repossession of the Collateral can be accomplished
without  breach  ofthe  peace  and  (A)  retain Collateral and all payments made
hereunder, or (B) retain all payments and sell Collateral at a public or private
sale wIth the right in Holder to purchase any Collateral at such sale), applying
the  net  proceeds  to all charges and expenses incurred by Holder In connection
with  the  repossession,  storage,  repair,  refurbishing  and  sale,  including
attorneys  to  the  Balance  plus  past  due interest thereon, then to any other
amounts  owing by Buyer to Holder, and then pay any overplus to Buyer, who shall
remain  liable  for any deficiency with interest at the Highest Lawful Rate plus
reasonable  attorneys'  fees  or (C) retain the Collateral and all payments made
hereunder,  credit  Buyer  with  the then reasonable value of the Collateral and
recover  from  Buyer any deficiency together with any late charges, expenses and
Interest  at  Highest  Lawful  Rate plus said reasonable attorneys' fees, or (D)
pursue any other remedy permitted by law or equity. It is agreed that any amount
to  be  retained  by  Holder  and  the  balance  to  be paid by Buyer under this
paragraph  shall  not  be  as a penalty but as liquidated damages for the breach
hereof.  The  remedies  provided  for  herein  may  be  exercised, to the extent
permitted by law, successively or concurrently and the exercise of one shall not
bar the other. Buyer and any Guarantor hereof agree that any public sale will be
deemed  commercially reasonable if notice thereof is mailed to them at least ten
(10)  days  before such sale and advertised in at least one newspaper of general
circulation  In  the  area  of the sale at least twice prior to the date of sale
upon  terms  of  25% cash down and the balance within 24 hours and further agree
that  any prIvate sale shall be deemed commercially reasonable if notice thereof
is  mailed  to  them,  at  least 14 days before the sale date stated therein and
credit  given  for the price stated. Holder, not being in the equipment business
and  in light of Buyer's obligation to maintain equipment, shall not be required
to  refurbish,  repair  or otherwise incur expenses In connection with preparing
the  Collateral  for  sale  but  may  sell  its  interest therein on an "as-is",
"where-is" basic. Notwithstanding any termination of this Contract by expiration
or  otherwise,  Buyer shall remain liable for the due performance and payment of
all  obligations  incurred  or  arising hereunder, whenever accruing, and Holder
shall  be  entitled  to enforce all rights and remedies it has hereunder. BUYER,
SELLER  AND  ANY  HOLDER  EACH  HEREBY  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES  ANY  AND  ALL  RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES,
COUNTERCLAIMS,  CROSSCLAIMS  AND  SETOFF  OR  RECOUPMENT  CLAIMS  ARISING EITHER
DIRECTLY  OR  INDIRECTLY  BETWEEN  OR  AMONG THEM AND/OR INVOLVING ANY PERSON OR
ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY. Buyer hereby
waives and releases relief from any and all appraisement, stay or exemption laws
then  in force and further waives, with full knowledge of Buyer's rights and the
effect  of this waiver, any right to a hearing nor to any retaking of Collateral
by Holder. Buyer represents and warrants to Seller and any Holder that Buyer has
paid  all  applicable sales, use or other taxes due in connection with the sale,
purchase, ownership, possession or use ofthe Property and shall indemnify Seller
and  any Holder from and against any loss, cost or expense, including penalties,
interest  and  other  charges of any kind in connection with or arising from the
sale,  purchase,  ownership,  possession  or  use  of  the  Property.  Buyer's
obligations  under  this  contract  note  survive  termination hereof. Holder is
hereby  authorized  to  file  one or more financing statements or a reproduction
hereof  as  a  financing  statement.  All security interests shall attach to any
proceeds.  In its sole discretion Holder may apply and/or change applications of
any  sums  paid  and/or  to be paid by or for Buyer under any agreements, to any
obligations  of  Buyer to Holder, presently existing or otherwise. Holder may at
any time, with or without excercising any of the rights or remedies available to
it  and  without  prior  notice or demand to Buyer, appropriate and apply toward
payment  of  any  of  Buyer's  obligations to Holder any and all balances, sums,
Property,  credits,  deposits,  accounts, reserves, collections, monies, drafts,
notes  or checks coming into Holder's possession and belonging or owing to Buyer
and  for such purposes, endorse Buyer's name on any such instrument made payable
to  Buyer,  for  deposit,  negotiation,  discount  or  collection.  Buyer hereby
irrevocably  appoints  Seller  and/or  Holder  as  the  true  and  lawful
attorney-in-fact  of  a  Buyer,  coupled  with  an  Interest, with full power in
Buyer's  name,  place of stead to execute financing statements on Buyer's behalf
and  to  do  any  and  all  other acts on Buyer's behalf necessary or helpful to
perfect Seller's and/or Holder's security Interest in the Collateral pursuant to
the  Uniform  Commercial  Code or other applicable law. Each person signing this
contract  warrants  full  authority  to  sign  this  Contract. interest shall be
charged  at the rate 2/41st of 1% per day on each monthly installment more titan
15  days  past  due.
     This  contract contains the entire agreensent of the parties and may not be
modified  except  in writing. Seller shall not by acceptance of overdue payments
or  by any act or omission toact be deemed to have wsived any right hereunder. A
waiver  on  one  occasion shall not operate as a waiver on a future occasion. AS
PART  OF  THE  CONSIDERATION  FOR  SELLER'S  ENTERING INTO THIS CONTRACT, BUYER,
SELLER,  HOLDER  AND  ANY  GUARANTOR HEREBY DESIGNATE AND APPOINT EDWIN M. BAUM,
ESQ.  AND  C-A  CREDIT CORP., BOTH OF NEW YORK, OR EITHER OF THEM, AS THEIR TRUE
AND  LAWFUL  ATTORNEY-IN-FACT  AND  AGENT  FOR THEM AND IN THEIR NAME, PLACE AND
STEAD  TO  ACCEPT SERVICE OF ANY PROCESS WITHIN THE STATE OF NEW YORK, THE PARTY
SERVING  SUCH  PROCESS  AGREEING TO NOTIFY THE OTHER PARTY(IES) AT THEIR ADDRESS
SHOWN, OR THEIR LAST KNOWN ADDRESS, BY CERTIFIED MAIL, WITHIN THREE DAYS OF SUCH
SERVICE  HAVING  BEEN  EFFECTED.  BUYER, SELLER, HOLDER AND ANY GUARANTOR HEREOF
AGREE  TO  THE  EXCLUSIVE  VENUE  AND JURISDICTION OF ANY COURT IN THE STATE AND
COUNTY  OF  NEW  YORK  FOR  ALL  ACTIONS,  PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR
CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY
WAY  RELATED  TO  THIS  CONTRACT,  WITH  TILE  SOLE EXCEPTIONS THAT AN ACTION TO
RECOVER  POSSESSION OF ALL OR PART OF THE COLLATERAL, OR ANY OTHER ASSETS OF THE
BUYER  OR  THE  GUARANTOR  HOWEVER  DENOMINATED,  MAY, IN THE SOLE DISCRETION OF
HOLDER,  BE  BROUGHT  IN  A  STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE
COLLATERAL,  AND/OR  SUCH OTHER ASSETS. BUYER, SELLER, HOLDER, AND ANY GUARANTOR
HEREOF  EACH  WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO TRANSFER OR CHANGE
THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. Any provision hereof
violating  the  law  of  any  Jurisdiction shall, when governed by the law of lr
jurisdiction,  be  deemed  void  to  the extent of such prohibition, but without
invalidating the remaining provisions hereof. The parties each warrant and agree
that Buyer has not received possession of the Property prior to the date hereof.
Intending  that  each  and  every  provision of this Contract be fully effective
according  to its terms, the parties agree that the ~alidrty, enforceability and
effectiveness  of each provision hereof and the obligations, rights and remedies
of  the Buyer, Seller, Guarantor and any Holder in any way related to or arising
under  this  Contract  shall be governed by and construed in accordance with the
laws of the State of New York (excluding its choice of law rules). If any one or
more  provisions  hereof are in conflict with any applicable statute or law, and
thus not valid or enforceable, then each such provision shall be deemed null and
void,  but  only  to  the  extent  of  such conflict and without Invalidating or
affecting  the  remaining provisions hereof. This Contract shall be binding upon
the  heirs,  administrators,  legal representatives and successors of the Buyer.
     IN  THE EVENT TEXAS LAW GOVERNS THIS CONTRACT: TO CONTACT SELLER ABOUT THIS
ACCOUNT  CALL  THE  SELLER  AT THE SELLER'S TELEPHONE NUMBER APPEARING BELOW THE
SELLER'S  ADDRESS  ON  THE REVERSE SIDE OF THIS CONTRACT.  TO CONTACT THE HOLDER
ABOUT  THIS  ACCOUNT  CALL  ORIX  CREDIT  ALLIANCE, INC. AT ITS TELEPHONE NUMBER
APPEARING  ALONGSIDE  OF ITS ADDRESS AT THE VERY TOP OF THE REVERSE SIDE OF THIS
CONTRACT.  THIS  CONTRACT  IS  SUBJECT IN WHOLE OR IN PART TO TEXAS LAW WHICH IS
ENFORCED  BY  THE  CONSUMER  CREDIT  COMMISSIONER,  2601  NORTH LAMAR BOULEVARD,
AUSTIN,  TEXAS  78705-4207.  PHONE (512) 9336-761O, (800) 538-1579.  CONTACT THE
COMMISSIONER  RELATIVE  TO  ANY  INQUIRIES  OR  COMPLAINTS.
     In  the event that any court of competent Jurisdiction determines that this
Contract represents a loan transaction, then the parties agree that the interest
rate  for such transaction shall be 18% per annum except that it by applying the
Rule  or  78  it  is  determined  that the tanscation and this Contract actually
provided  for a lesser rate, then such lesser rate shall be the agreed upon rate
of interest. Nothing contained herein shall be construed to require the Buyer to
pay  any  amount  In  excess  of  that  provided  for  in  this  Contract.
     It  is the Intent of the Seller and Buyer to make the transaction evidenced
by  this  Conditional  Sale  Contract  conform  to all applicable laws ("Laws"),
Including  the  provisions  of  the  Texas  Credit  Code,  ifsuch  Laws shall be
applicable.  Such  Laws  contain various restrictions and limitations concerning
interest,  fees,  expenses,  late  charges, deferral charges, refund of unearned
Interest, insurance, collection costs and various other matters which may or may
not  apply to this transaction. It is the intent of the Seller, Buyer and Holder
to  fully  comply  with all such applicable limitations and restriction. If, for
any  reason,  any  provision  of  this  Conditional Sale Contract or any related
document  shall  be  deemed to be in violation of such Laws, such provision will
not  be  applicable,  will  be  void  AB  INITIO  and  instead,  the appropriate
applicable  provisions  of  such Laws shall apply.  In the event of any conflict
between this Conditional Sale Contract and any other document between the Seller
and  the  Buyer  related  to  this  transaction  with  respect to any provisions
prohibited  or  required  by  such Laws, the provisions complying with such Laws
shall  be  the  operative  provisions. It is agreed that if the aggregate of all
interest,  charges  and  other sums deemed to constitute interest and contracted
for, chargeable or receivable in connection with this transaction, shall produce
a  rate  higher  than  the highest lawful rate which is the maximum non-usurious
rate of interest, as it fluctuates without notice, allowable by applicable state
or  federal law, whichever may be higher and if applicable law shall not provide
a  maximum  non-usurious  rate,  then 24% per annum), then this Conditional Sale
Contract  and  any  related documents shall be reformed so as only to permit the
collection  of  the  highest  lawful  rate.
     If  for any reason whatsoever interest shall be paid or received during the
full  term  of  the  transaction contemplated by this Contract, which produces a
rate  exceeding  the  Highest  Lawful Rate, the Seller or Holder, at its option,
shall refund such excess to Buyer for credit against any outstanding obligations
of  Buyer.  To  the  extent permitted applicable law, all non-principal payments
shall  be  deemed  expenses,  fees or premiums rather than interest and all such
payments  shall  be  allocated  and  spread  throughout  the entire term of this
Contract  so  that  the  Interest  rate  shall  be  uniform  throughout.
     If  Chapter One of Title 79, Texas Revised Civil Statutes, 1925, as amended
("Texas  Credit  Code")  establishes the Highest Lawful Rate, that rate shall be
the  "Indicated  Rate Ceiling" (as Identified in the Texas CredIt Code). Without
notice  to  Maker  or  any other person or entity, the Highest Lawful Rate shall
automatically  fluctuate  as such maximum non-usurious rate fluctuates. Interest
shall  be computed for the actual number of days elapsed In a year consisting of
365  or 366 days, as the case may be. The "Highest Lawful Rate means the maximum
non-usurious  rate  of  interest  allowed b Texas law stated as a rate er annum.


<PAGE>
                                   Schedule A


This schedule IS ATTACHED TO AND BECOMES PART OF SECURITY AGREEMENT, CONDITIONAL
SALE  CONTRACT,  LEASE, OR  _____________________________________ DATED 8-5, 99
                                                                        -------
between the undersigned.



              DESCRIPTION OF PROPERTY
          --------------------------------
QUANTITY  (INDICATE WHETHER "NEW"OR"USED")  YEAR & MODEL      SERIAL NO.
--------  --------------------------------  ------------  ------------------

       1  PETERBILT                             2000 377   1XPCDR9X1YD515O78
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9X3YD515O79
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9XXYD515080
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9X1YD515081
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9X3YD515O82
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9X5YD515083
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9X7YD515084
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9XXYD515077
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9X9YD515O85
          ROAD TRACTOR

       1  PETERBILT                             2000 377   1XPCDR9XOYD515O86
          ROAD TRACTOR


This schedule is hereby verified correct and undersigned Mortgagor(s), Buyer(s),
or  Lessee(s)  acknowkdges receipt  of  a  copy  this  5  day  of  August,  99.
                                                       -           -----------





Mortgagee/Seller/Lessor:                      MORTGAGOR/BUYER/LESSEE

     RUSH  ENTERPRISES,  INC.  DBA  HOUSTON   ESCO  TRANSPORTATION  CO.
     PETERBILT, INC.
     --------------------------------------   --------------------------------

BY:.  /S/  SCOTT W. S                         By:  /S/  EDWIS  L.  SELPH,  JR.
     --------------------------------------   --------------------------------



SCHED.A(  1-98)                                                      NET  7.03


<PAGE>
                                    GUARANTY

TO:     ORIX CREDIT ALLIANCE, INC.

                 RE:   ESCO  TRANSPORTATION  CO

Gentlemen

     To  induce  you to enter into one or more equipment lease agreements and/or
one  or  more security agreements, including but not limited to conditional sale
agreements,  leases,  chattel  and/or  real  estate  mortgages,  notes  or other
deferred  or  time  payment paper, and/or any and all agreements relating to the
purchase  of  such  paper or documents or both (all of the foregoing hereinafter
called  "Security  Obligations") with the above-captioned (hereinafter, together
with  its successors and assigns, called the" Subject"), and/or to induce you to
purchase and/or accept an assignment of Security Obligations from Subject and/or
to  induce  you to purchase and/or accept one or more assignments from any party
or  parties  of  one  or  more  Security Obligation us having Subject as obligor
thereon,  and/or  in  consideration of your having heretofore done any or all of
the  foregoing,  we,  the undersigned (and each of us if more than one) agree to
be,  without  deduction by reason of set-off, defense or counterclaim of Subject
and/or  us,  jointly,  severally, directly and unconditionally liable to you for
the  due  performance of all such Security Obligations past, present and future,
and  any  and all subsequent renewals, continuations, modifications, supplements
and  amendments  thereof,  and  for  the  payment of any and all debts and other
obligations of Subject of whatever nature, whether matured or unmatured, whether
absolute  or  contingent  and  whether  now  or hereafter existing or arising or
contracted or incurred or owing to or acquired by you by assignment, transfer or
otherwise  (such  debts  and  other  obligations  referred to herein as "General
Obligations").  Any  and all present and future debts and obligations of Subject
to  us  are hereby waived and postponed in favor of and subordinated to the full
payment and performance of all past, present and future debts and obligations of
Subject  to  you. We affirmatively represent and warrant to you that we will not
transfer  any  personal  assets  to  any  party  without  full  and  valuable
consideration  in  money's  worth  for  said  transfer and we understand that in
reliance  upon  and  in  consideration  of  this representation, specific credit
accommodations as described above ' are being extended to the Subject by you. We
hereby waive notice of acceptance hereof and of all notices of any kind to which
we may be entitled, including without limitation any and all demands of payment,
notices  of  non-payment,  protest  and  dishonor to us or Subject or makers, or
endorsers  of  any  notes or other instruments for which we are or may be liable
hereunder.  You shall be entitled to hold any and all sums to our credit and any
of  our  property  at any time in your possession as security for any and all of
our  obligations  to  you,  no matter how or when arising and whether under this
instrument  or  otherwise.  We further waive notice of and hereby consent to any
agreement  or  arrangements  whatever  with  Subject  or  anyone else, including
without  limitation,  agreements  and  arrangements  for  payment  extension,
subordination,  composition,  arrangement,  discharge or release of the whole or
any  part  of  Security  Obligations. or for releases of collateral and/or other
guarantors,  or  for  the  change  or  surrender of any and all security, or for
compromise,  whether  by  way  of  acceptance  of  part payment or of returns of
merchandise  or  of dividends or in any other way whatsoever, and the same shall
in no way impair our liability hereunder. The liability hereunder of each of the
undersigned  is  direct  and unconditional and may be enforced without requiring
your  first  to  resort to any other right, remedy or security and shall survive
any  repossession  of  property  whether  or not such constitutes an election of
remedies  against  Subject;  nothing  shall  discharge  or satisfy our liability
hereunder  except  the  full performance and payment of all Security Obligations
and  General  Obligations with interest. We shall have the right of subrogation,
reimbursement  or  indemnity  whatsoever  and  no  right  of recourse to or with
respect  to  any assets or property of Subject or to any collateral for Security
Obligations,  unless  and until all Security Obligations and General Obligations
shall  have  been  paid  and  performed  in full and if the undersigned shall be
deemed  to  be  an  'insider', (as the term is used in Bankruptcy Code) then all
rights  of subrogation are waived. It you become involved in any lawsuit against
any  of us or concerning a breach of any covenant or agreement herein contained,
we  shall  be  obligated to pay to you, and you may obtain judgment for, (a) all
unpaid  balances and any other monies due to you from Subject; (b) all costs and
expenses  of  any  such  suit;  (c)  20% of the sum of (a) plus (b) representing
attorneys'  fees  (which  sum  is deemed to be reasonable), plus (d) interest on
(a),  (b) and (c) at the highest lawful rate provided for in any of the Security
Obligations  until  such  sum  is paid in full (the sum of (a), (b), (c) and (d)
called  'the  Judgment Account"). AS PART OF THE CONSIDERATION FOR YOUR ENTERING
INTO  AND/OR  PURCHASING  AND/OR ACCEPTING AN ASSIGNMENT OF ONE OR MORE Security
OBLIGATIONS  WITH  SUBJECT  AS  obligor thereon, we HEREBY DESIGNATE AND APPOINT
EDWIN  H.  BAUM, ESQ. AND C-A CREDIT CORP., BOTH OF NEW YORK, OR EITHER OF THEM,
AS  OUR  true  AND  LAWFUL  ATTORNEY-IN-FACT AND AGENT FOR EACH OF US AND IN OUR
NAME,  PLACE  AND STEAD TO ACCEPT SERVICE OF ANY PROCESS WITHIN THE STATE OF NEW
YORK,  YOU  AGREEING  TO  NOTIFY  US  BY  DEPOSITING  IN THE UNITED STATES MAILS
CERTIFIED  MAIL,  POSTAGE PREPAID WRITTEN NOTICE OF SUCH SERVICE ADDRESSED TO US
AT  OUR  ADDRESS SHOWN HEREINBELOW, WITHIN THREE (3) DAYS OF SUCH SERVICE HAVING
BEEN  EFFECTED  AND  THE  UNDERSIGNED DO HEREBY AGREE TO THE EXCLUSIVE VENUE AND
JURISDICTION  OF  ANY STATE OR FEDERAL COURT IN THE STATE AND COUNTY OF NEW YORK
REGARDING  IN  ANY MATTER ARISING HEREUNDER. We hereby irrevocably authorize any
attorney  of  any court of record to appear for and confess judgment against any
one or more of us (except in any jurisdiction where such action is not permitted
by  law) for the Judgment Amount, without stay of execution, and we hereby waive
and release relief from any and all appraisement, stay or exemption laws then in
force.  We  agree  that  if we or Subject shall at any time become insolvent, or
make  a  general assignment, or if a petition in bankruptcy or any insolvency or
reorganization  proceeding shall be commenced by, against or in respect of us or
Subject,  any  and  all of our obligations shall, at your sole option, forthwith
become  due  and payable without notice. You may appropriate and apply to any of
our  obligations  any  and  all  balances,  sums,  property,  credits, deposits,
accounts,  reserves,  collections,  monies,  drafts, notes or checks coming into
your  possession  and  belonging to us and endorse our name thereon for deposit,
negotiation, discount or collection. We have not relied upon any representations
or  warranties  in connection with the execution and delivery of this instrument
and our obligations hereunder are absolute and unconditional notwithstanding the
invalidity  or  unenforceability  of  any  the  Security  Obligations or General
Obligations  or of this instrument. This instrument is a continuing guaranty and
shall  continue  in  full force and not -notwithstanding the death of any of us,
until  the  full  performance, payment and discharge of all Security Obligations
and  General  Obligations, and thereafter until actual receipt by you from us of
written  notice  of  termination;  such  termination shall be applicable only to
transactions having their inception thereafter. Termination by one or more of us
shall  not  affect  the  liability  of  such of us as do not give such notice of
termination.
     No representations and/or agreements not set forth herein have been made to
us.  We  hereby  assert  and  confirm  that  we  executed  and entered into this
instrument  voluntarily  and  without any coercion, duress or undue influence of
any  kind, whether directly or indirectly, having been exerted upon us by you or
any  of  your employees, agents or representatives. In FURTHER CONSIDERATION FOR
YOUR  ENTERING  INTO  any  OF  THE  SECURITY  OBLIGATIONS AND FOR OTHER GOOD AND
VALUABLE  CONSIDERATION,  THE  RECEIPT  AND  SUFFICIENCY  OF  WHICH  ARE  HEREBY
ACKNOWLEDGED,  EACH  OF  THE UNDERSIGNED, INDIVIDUALLY AND FOR HIS OR HER HEIRS,
EXECUTORS,  ADMINISTRATORS,  PERSONAL  REPRESENTATIVES,  SUCCESSORS AND ASSIGNS,
DOES HEREBY WAIVE, FOREGO AND AGREE NOT TO ASSERT ANY AND ALL RIGHTS, CLAIMS AND
DEFENSES,  IF  ANY,  UNDER THE FEDERAL EQUAL CREDIT OPPORTUNITY ACT ('ECOA"), 15
U.S.C.  1691  ET  SEQ. AND REGULATIONS PROMULGATED THEREUNDER, THAT MAY INURE TO
              --  ---
THE  BENEFIT  OF  THE UNDERSIGNED AS A RESULT OF your OBTAINING OR OUR EXECUTING
THIS  INSTRUMENT.  WE  HEREBY  RATIFY AND APPROVE THE OBTAINING BY YOU OF CREDIT
REPORTS  RELATING  TO  US  AND  HEREBY  AGREE THAT YOU MAY HEREAFTER OBTAIN SUCH
CREDIT  REPORTS  AS  YOU  MAY,  IN  YOUR  SOLE  DISCRETION,  DETERMINE.
     The  words  "you" and "your" as used herein shall mean and include and this
instrument shall apply in favor of and be severally enforceable by any addressee
hereinabove  named and/or any concern which is or may at any time be the parent,
subsidiary  of  such  parent,  subsidiary  or  assignee  thereof.  WE KNOWINGLY,
VOLUNTARILY  AND INTENTIONALLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY jury OF ANY
AND  ALL  CLAIMS,  DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT
CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY BETWEEN YOU AND US AND/OR INVOLVING
ANY  PERSON  OR  ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY OF
THE SECURITY OBLIGATIONS OR GENERAL OBLIGATIONS AND WE FURTHER WAIVE ANY AND ALL
RIGHT  TO  CLAIM  OR  RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY OTHER
DAMAGES  OTHER THAN OR IN ADDITION TO, ACTUAL DAMAGES. This investment cannot be
changed  orally,  shall be interpreted according to the laws of the State of New
York,  (excluding  its  choice  of  law rules), shall be binding upon the heirs,
executors, administrators, successors and assigns of each of the undersigned and
shall  inure  to  the  benefit  of  your  successors  and  assigns.


Dated:     7-30-99                            EDWIS  L.  SELPH
       --------------------------             /s/  Edwis L. Selph         (L.S.)
                                              ----------------------------------
WITNESS:                                      (Personal  Guarantor's  Signature)
         ------------------------             Address:  6505  HOMESTEAD
                                                        ------------------------

Driver  Lic.#             St.                           HOUSTON    TEXAS   77028
             -------------   ----                       ------------------------

Individual  Acknowledgment                    Driver  Lic.#              St.
State  of                                                  --------------   ----
County  of

     I,  Connie  Trujillo  a Notary Public duly qualified in and for said County
         ----------------
and  State,  do  hereby  certify  that on this 30th day of July, 1999 in (place)
                                               ----        ----
Harris  in  said  County,  before  me  personally  appeared:
-----
EDWIS  L.  SELPH,  JR.
--------------------------------------------------------------------------------
to  me  personally  well  known  as  and to be the identical person(s) named and
described  in  and  party  to  and  who  executed  in  his/her/their  own proper
handwriting  and  whose name(s) is / are subscribed to the instrument of writing
appearing  on  the  above,  bearing  date  as herein indicated, and produced and
delivered  the same before me and who, upon being first duly sworn by me, stated
that  he/she/they  know  the contents of said instrument to be his/her/their own
free, lawful and voluntary act and deed for the uses, purposes and consideration
therein  mentioned  and  contained.
     Given  under and witness my hand and official seal the day and year in this
certificate  first  above  written.


    [CONNIE TRUJILLO                   /S/  Connie  Trujillo
NOTARY PUBLIC, STATE OF TEXAS          ---------------------
   MY COMMISSION EXPIRES               My  Commission  Expires     04-08-2002
     APRIL 08, 2002]                                               ----------


<PAGE>


EXHIBIT
                      WELLS  FARGO  EQUIPMENT  FINANCING

               Wells Fargo Equipment Finance, Inc.   SUPPLEMENT TO MASTER LEASE
               Investors  Building,  Suite  300                            TRAC
WELLS  FARGO   733  Marquette  Avenue
               Minneapolis,  MN  554  79-2048


                        Supplement Number 48257-100 dated as of July 27, 1999 to
                             Master Lease Number 48257 dated as of July 27, 1999


Name  and  Address  of  Lessee:
ESCO  TRANSPORTATION  CO.
6505  HOMESTEAD  ROAD
HOUSTON,  IX  77028

--------------------------------------------------------------------------------
This  is  a  Supplement  to the Master Lease identified above between Lessor and
Lessee  (the  "Master  Lease").  Upon  the  execution and delivery by Lessor and
Lessee  of  this Supplement, Lessor hereby agrees to lease to Lessee, and Lessee
hereby agrees to lease from Lessor, the equipment described below upon the terms
and  conditions  of  this  Supplement  and  the  Master  Lease.  All  terms  and
conditions  of  the Master Lease shall remain in full force and effect except to
the extent modified by this Supplement.  This Supplement and the Master Lease as
it  relates  to  this  Supplement  are  hereinafter  referred to as the "Lease".

EQUIPMENT  DESCRIPTION:
25-2000  STOUGHTON  53-FT.  AIR  RIDE VANS, EACH EQUIPPED WITH A VANTAGE TRAILER
TRACKING  SYSTEM

EQUIPMENT  LOCATION:  250  INDUSTRIAL  CIRCLE,  SPRINGDALE,  AR  72766

                            SUMMARY OF PAYMENT TERMS

Initial  Term  in  Months  84           Total  Cost:  $492,000.00
Payment  Frequency  MONTHLY             Total  Basic  Rent:  $623,700.00
Basic  Rental  Payment  $7,425.00       Interim Rent  Daily  Rate:  N/A
  plus applicable sales and use tax
Number  of  Installments  84            Interim  Rent  Cutoff  Date:  N/A
Advance Payments:  FIRST due on         Security Deposit: N/A
  signing this Lease

TERMINAL RENTAL ADJUSTMENT CLAUSE (TRA C): In accordance with Section 7701(h) of
the  Internal  Revenue  Code  of  1986,  under penalty of perjury, Lessee hereby
certifies  that  it intends that more than 50% of the use of the Equipment is to
be  in A trade or business of Lessee. LESSOR AND LESSEE hereby agree that at the
expiration of the initial term of the Lease according to its original terms (and
not  early on account of default or otherwise) the Equipment will be sold by the
Lessor  (or  by an agent of Lessor). The proceeds of sale (the "Proceeds") shall
be  distributed  as  follows:

1.     First,  to  reimburse  Lessor  or  its  agent for the cost of putting the
Equipment  in a condition to be sold, sales commissions, legal fees, expenses or
repossession  and  all  other  expenses  of  sale.

2.     Second,  the  balance  to  Lessor  up to an amount equal to 10.00% of the
original  cost  of  the  Equipment.

3.     Third, the balance, if any, to Lessee as an adjustment to rent previously
paid  by  Lessee  to  Lessor  pursuant  to  the  Lease.

In the event the Proceeds are less than the sum of item 1 plus item 2 above, the
Lessee shall pay to the Lessor the deficiency as additional rent pursuant to the
Lease  but  in  any  event  not  more  than  10.00%  of the original cost of the
Equipment.

Any  amount  paid  to  or  by  the Lessee pursuant to this Addendum shall be the
"Terminal  Rental  Adjustment". The second paraqraph of paragraph 2 of the Lease
relating  to  automatic  extension  is  hereby  deleted.

Lessee  acknowledges that it has been advised that it will not be treated as the
owner  of  the  Equipment  for  federal  income  tax  purposes.



Lessor: Wells Fargo Equipment Finance, Inc. Esco Transportation  Co  Lessee

                                            /s/  Edwis  L.  Selph
------------------------------------------  ------------------------------------
By
                                            CEO
------------------------------------------  ------------------------------------
Title

                               SUPTRAC  LMO  07271999  0952.2027.48257-100 55547

-------------------------------------
Rent  Commencement  Date
                                        ORIGINAL


<PAGE>
================================================================================
                 WELLS  FARGO  EQUIPMENT  FINANCE,  Inc.          MASTER  LEASE
                 Investors  Building,  Suite  300
WELLS  FARGO     733  Marquette  Avenue
                 Minneapolis,  MN  55479-2048
--------------------------------------------------------------------------------
                   Master  Lease  Number  48257  dated  as  of  July  27,  1999

Name  and  Address  of  Lessee:
ESCO  TRANSPORTATION  CO.
6505  HOMESTEAD  ROAD
HOUSTON,  TX  77028
--------------------------------------------------------------------------------
MASTER  LEASE  PROVISIONS
--------------------------------------------------------------------------------
1.     LEASE.  Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees
to  lease  from  Lessor,  the  personal  property  described  in a Supplement or
Supplements  to  this Master Lease from time to time signed by Lessor and Lessee
upon  the  terms  and  conditions set forth herein and in the related Supplement
(such  property  together  with  all  replacements,  repairs,  and  additions
incorporated  therein  or  affixed  thereto  being  referred  to  herein  as the
"Equipment'9.  The lease of the items described in a particular Supplement shall
be considered a separate lease pursuant to the terms of the Master Lease and the
Supplement  the  same  as  if a single lease agreement containing such terms had
been  executed  covering  such  items.
2.     TERM. The term of this lease with respect to each item of Equipment shall
begin  on the date it is accepted by Lessee and shall continue for the number of
consecutive  months  from  the  rent  commencement  date  shown  in  the related
Supplement  (the "initial term") unless earlier terminated as provided herein or
unless  extended  automatically  as  provided  below in this paragraph. The rent
commencement  dale  is  the  15th  day of the month in which all of the items of
Equipment  described  in the related Supplement have been delivered and accepted
by  Lessee if such delivery and acceptance is completed on or before the 15th of
such month, and the rent commencement date is the last day of such month if such
delivery  and  acceptance  is completed during the balance of such month. In the
event Lessee executes the related Supplement prior to delivery and acceptance of
all  items  of  Equipment  described  therein,  Lessee  agrees  that  the  rent
commencement  date may be left blank when Lessee executes the related Supplement
and hereby authorizes Lessor to insert the rent commencement date based upon the
date  appearing on the delivery and acceptance certificate signed by Lessee with
respect  to  the  last  item  of  Equipment  to  be  delivered.
     AUTOMATIC  EXTENSION.  Lessee  or  Lessor  may  terminate this lease at the
expiration  of  the  initial  term  by  giving  the other at least 90 days prior
written  notice  of termination. If neither Lessee nor Lessor gives such notice,
then  the term of tills lease shall be extended automatically on the same rental
and  other  terms  set  forth  herein  (except that in any event rent during any
extended  term  shall  be  payable  in  the amounts and at the times provided in
paragraph  3)  for  successive  periods of one month until terminated by either
Lessee  or  Lessor  giving  the  other  at least 90 days prior written notice of
termination.
3  RENT.  Lessee  shall  pay  as  basic  rent  for the initial tem of this lease
tile amount shown in the related Supplement as Total Basic Rent. The Total Basic
Rent  shall  be  payable  in installments each in the amount of the basic rental
payment  set  fort!  in  the  related Supplement plus sales and use tax thereon.
Lessee shall pay advance installments and any security deposit, each as shown in
the  related  Supplement,  on  the  date  it  is  executed by Lessee. Subsequent
installments  shall  be  payable  on the first day of each rental payment period
shown  in  tile  related  Supplement  beginning  after  the first rental payment
period;  provided,  however;  If  tat  Lessor  and Lessee may agree to any other
payment  schedule,  including  irregular  payments or balloon payments, in which
event  they  shall  be  set  forth  in  the space provided in the Supplement for
additional  provisions. If the actual cost of the Equipment is more or less than
the  Total  Cost  as  shown in the Supplement, the amount of each installment of
rent  will be adjusted Elf) or down to provide the same yield to Lessor as would
have  been  obtained  if  the  actual  cost had been the same as the Total Cost.
Adjustments  of 10% or less may be made by written notice from Lessor to Lessee.
Adjustments  of  more than 10% shall be made by execution of an amendment to the
Supplement  reflecting  the  change  in  Total  Cost  and  rent.
     During any extended term of this lease, basic rent shall be payable monthly
in  advance  on  the  first  day of each month during such extended term in the
amount  equal to the basic rental payment set forth in the related Supplement if
rent  is  payable  monthly  during the initial term or in an amount equal to the
monthly  equivalent  of  the  basic  rental  payment  set  forth  in the related
Supplement  if  rent  is payable other titan monthly during the initial term. In
addition,  Lessee  shall  pay  any  applicable sales and use tax on rent payable
during  any  extended  term.
     In addition to basic rent, which is payable only from the rent commencement
date  as  provided above, Lessee agrees to pay interim rent with respect to each
separate  item  of Equipment covered by a particular Supplement from the date it
is delivered and accepted to the rent commencement date at a daily rate equal to
tile  percentage  of  Lessor's  cost  of such item specified in such Supplement.
Interim  rent  accruing  each calendar month shall be payable by the 10th day of
the following month and in any event on the rent commencement date Lessee agrees
that  if  all of the items of Equipment covered by such Supplement have not been
delivered  and accepted the rounder before the date specified as the Cutoff Date
in  such  Supplement,  Lessee  shall purchase from Lessor the items of Equipment
then subject to the lease within five days after Lessor's request to do so for a
price  equal  to Lessor's cost of such items plus all accrued but unpaid interim
rent  thereon.  Lessee  shall  also pay any applicable sales and use tax on such
sale.
4.     SECURITY  DEPOSIT.  Lessor  may  apply  any  security  deposit toward any
obligation  of  Lessee under this lease, and shall ret urn any unapplied balance
to  Lessee without interest upon satisfaction of Lessee's obligations hereunder.
5.     WARRANTIES.  Lessee  agrees  that  it has selected each item of Equipment
based  upon  its  own judgment and disclaims any reliance upon any statements or
representations  made  by  Lessor.  LESSOR MAKES NO WARRANTY WITH RESPECT TO THE
EQUIPMENT  EXPRESS OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY  OR  OF  FITNESS  FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR
CONSEQUENTIAL  DAMAGES  ARISING  OUT  OF  THE USE OF OR THE INABILITY TO USE THE
EQUIPMENT.  Lessee  agrees  to  make  the  rental  and  oilier payments required
hereunder  without regard to the condition of tile Equipment and to look only to
persons  of  her than Lessor such as the manufacturer; vendor or carrier thereof
should any item of Equipment for any reason be defective. So long as no Event of
Default  has  occurred  and is continuing. Lessor agrees, to the extent they are
assignable,  to  assign  to Lessee, without any recourse to Lessor; any warranty
received  by  Lessor.
6.     TITLE.  Title  to  the Equipment shall at all times remain in Lessor; and
Lessee  at  its expense shall protect and defend the title of Lessor and keep it
free  of  all  claims  and  liens  other than the rights of Lessee hereunder and
claims  and  liens  created  by  or  arising through Lessor. The Equipment shall
remain  personal  property  regardless  of  its attachment to realty, and Lessee
agrees  to  take  such  action at its expense as may be necessary to prevent any
third  party  from  acquiring  any  interest  in  the
7.     LAWS  AND  TAXES.  Lessee  shall  comply  with  all  laws and regulations
relating to the Equipment and its use and shall promptly pay when due all sales;
use,  property,  excise  and  other  taxes  and  other taxes and all license and
registration  fees  now  or hereafter imposed by any governmental body or agency
upon  the Equipment or its use or the rentals hereunder. Upon request by Lessor,
Lessee shall prepare and file all tax returns relating to taxes for which Lessee
is  responsible  hereunder  which  Lessee  is
permitted  to  file  under  the  laws  of  the  applicable  taxing jurisdiction.
8.     INDEMNITY  Lessee  hereby  indemnifies  Lessor against and agrees to save
Lessor  harmless  from  any  and  all  liability  and expense arising out of the
ordering,  ownership,  use,  condition,  or  operation of each item of Equipment
during  the  term  of  this  lease,  Including  liability for death or injury to
persons;  damage  to  property,  strict  liability  under  the  laws or judicial
decisions of any state or the United States; and legal expenses in defending any
claim  brought  to  enforce  any  such  liability  or  expense.
9.     ASSIGNMENT, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE WILL NOT SELL,
ASSIGN,  SUBLET,  PLEDGE  OR  OTHERWISE ENCUMBER OR PERMITA LIEN ARISING THROUGH
LESSEE  TO  EXIST  0N OR AGAINST ANY INTEREST IN THIS LEASE OR THE EQUIPMENT, or
remove  the Equipment from its location referred to above. Lessor may assign its
interest  in this lease and sell or grant a security interest in all or any part
of  the  Equipment without notice to or the consent of Lessee. Lessee agrees not
to  assert  against  any assignee of Lessor any claim or defense Lessee may have
against  Lessor.
10.     INSPECTION.  Lessor  may inspect the Equipment at any time end from time
to  time  during  regular  business  hours.
11.     REPAIRS. Lessee will use the Equipment with due care and for the purpose
for  which  it  is  intended. Lessee will maintain the Equipment in good repair,
condition  and  working  order  and will furnish all parts and services required
therefore, all at its expense, ordinary wear and tear excepted. Lessee shall, at
its  expense,  make all modifications and improvements to the Equipment required
by  law, and shall not make other modifications or improvements to the Equipment
without  the  prior  written
consent  of  Lessor.  All parts, modifications and improvements to the Equipment
shall, when installed or made immediately become it, property of Lessor and part
of  the  Equipment  for  all  purposes.
12.     LOSS  OR  DAMAGE  In  the event any item of Equipment shall become lost,
stolen,  destroyed, damaged, beyond repair or rendered permanently unfit for use
for  any  reason,  or  in  the  event  of condemnation or seizure of any item of
Equipment, Lessee shall promptly pay Lessor the sum of(a) the amount of all rent
and  other amounts payable by Lessee hereunder with respect to such item due but
unpaid  at  the date of such payment plus (b) the amount of all unpaid rent with
respect  to  such  item for the balance of the term of this Lease not yet due at
the  time  of  such  payment  discounted  from  the respective dates installment
payments  would  be  due at the rate implicit in the schedule of rental payments
when  applied  to  the cost of such item plus (c)10% of the cost of such item as
shown in the related Supplement. Upon payment of such amount to Lessor such item
shall  become  the  property  of Lessee. Lessor will transfer to Lessee; without
recourse  or  warranty,  all  of Lessor's right, title and interest therein, the
rent with respect to such item shall terminate, and the basic rental payments on
the  remaining items shall be reduced accordingly Lessee shall pay any sales and
use  taxes due on such transfer. Any insurance or condemnation proceeds received
shall  be  credited  to  Lessee's  obligation  under  this  paragraph  and
Lessor  shall  be  entitled  to  any  surplus.

           THIS AGREEMENT INCLUDES THE TERMS ON THE BACK OF THIS PAGE

Lessor:   Walls Fargo Equipment Finance, Inc.    Esco Transportation Co., Lessee

--------------------------------------           -------------------------------
By                                               By

--------------------------------------           -------------------------------
Title                                            Title


<PAGE>
13.     INSURANCE.  Lessee  shall  obtain  and  maintain  or with respect to the
Equipment  at its own expense (a), ---y insurance insuring against liability for
bodily  injury  and  property  damage  with a minimum limit of $500,000 combined
single  limit  and (b) physical damage insurance insuring against loss or damage
to  the  Equipment  in an amount not less than the full replacement value of the
Equipment.  Lessee  shall  furnish  Lessor  with  a  certificate  of  insurance
evidencing  the  issuance  of  a policy or policies as to Lessee in at least the
minimum  amounts  required  herein  naming Lessor as an additional insured there
under  for  the  liability  coverage  and  as loss payee for the property damage
coverage. Each such policy shall be in such form and with such insures as may be
satisfactory to Lessor, and shall contain a clause requiring the insurer to give
to  Lessor  at least 10 days prior written notice of any alteration in the terms
of  such  policy  or  the  cancellation thereof, and a clause specifying that no
action or misrepresentation by Lessee shall invalidate such policy. Lessor shall
be  under no duty to ascertain the existence of or to examine any such policy or
to  advise  Lessee  in  the  event  any  such  policy  shall not comply with the
requirements  hereof.
14.     RETURN  OF  THE EOUIPMENT. Upon the expiration or earlier termination of
this  lease, Lessee will immediately deliver the Equipment to Lessor in the same
condition  as when delivered to Lessee, ordinary wear and tear excepted, at such
location  within the continental United States as Lessor shall designate. Lessee
shall  pay  all  transportation  and  other  expenses relating to such delivery.
15.     ADDITIONAL  ACTION.  Lessee  will promptly execute and deliver to Lessor
such  further  documents  and  take such further action as Lessor may request in
order  to  carry  out more effectively the intent and purpose of the this Lease,
including  the  execution  and  delivery  of appropriate financing statements to
protect  fully  Lessor's  interest  hereunder  in  accordance  with  the Uniform
Commercial  Code or other applicable law. Lessee will furnish, from time to time
on request, a copy of Lessee's latest annual balance sheet and income statement.
16.     LATE  CHARGES.  If  any installment of interim rent or basic rent is not
paid  when due, Lessor may impose a late charge of up to 5% of the amount but in
any  event  not  more  than  permitted  by  applicable  law. Payments thereafter
received shall be applied first to delinquent installments and the installments.
17.     DEFAULT.  Each  of  the  following  events shall constitute an "Event of
Default"  hereunder:  (a)  Lessee shall fail to pay when due any installme basic
rent;  (b)  Lessee  shall  fall  to observe or perform any other agreement to be
observed  or  performed  by  Lessee  hereunder  and the continuan' calendar days
following  written  notice  thereof  by  Lessor  to  Lessee;  (c)  Lessee or any
guarantor  of  this  lease  or  any  partner  of  Lessee if Lessee h cease doing
business  as a going concern or make an assignment for the benefit of creditors;
(d)  Lessee  or  any  guarantor  of this lease or any pat is a partnership shall
voluntarily  file,  or  have  filed  against  it  involuntarily,  a petition for
liquidation, reorganization, adjustment of debt, or similar rel, Bankruptcy Code
or any other present or future federal or state bankruptcy or insolvency law, or
a  trustee,  receiver,  or  liquidator shall be appointE substantial part of its
assets; (e) any individual Lessee, guarantor of this lease, or partner of Lessee
if  Lessee  is a partnership shall die; (1) any fin in formation submitted by or
on behalf of Lessee shall prove to have been false or materially misleading when
made;  (g)  an  event of default shall obligation Lessee owes to Lessor; (h) any
indebtedness Lessee may now or hereafter owe to Any affiliate of Lessor shall be
accelerated  followin or, if any such indebtedness is payable on demand, payment
thereof  shall be demanded; (I) if Lessee is a corporation, more than 50% of the
sh~  Lessee  shall  become  owned  by a shareholder or shareholders who were not
owners  of  voting  stock  of  Lessee  on  the  date  this  lease  begins or, in
partnership,  more  than  5O%  of  the partnership interests in the Lessee shall
become  owned by a partner or partners who were not partners of Le lease begins;
and  (j)  Lessee  shall  consolidate with or merge into, or sell or lease all or
substantially  all  of  its  assets  to,  any  individual,  corporation
18.     REMEDIES.  Lessor  and  Lessee  agree  that Lessor's damages suffered by
reason of an Event of Default are uncertain and not capable of e time this lease
is  executed  because the value of the Equipment at the expiration of this lease
is  uncertain,  and  therefore they agree that for purp 18 "Lessor's Loss" as of
any date shall be the sum of the following: (1) the amount of all rent and other
amounts  payable  by  Lessee  hereunder d date plus (2) the amount of all unpaid
rent  for  the  balance  of  the  term of this lease not yet due as of such date
discounted  from the respective do would be due at the rate of 5% per annum plus
(3)  10%  of  the  cost  of the Equipment subject to this lease as of such date.
     Upon  the  occurrence  of  an  Event of Default and at any time thereafter,
Lessor  may  exercise  any one or more of the remedies listed below a discretion
may  lawfully  elect; provided, however, that upon the occurrence of an Event of
Default  specified  in  paragraph  17(d),  an  amount  equal  the  date  of such
occurrence shall automatically become and be immediately due and payable without
notice  or  demand  of  any  kind.
a)     Lessor may, by written notice to Lessee, terminate this lease and declare
an  amount  equal to Lessor's Loss as of the date of such notice to payable, and
the  same  shall  thereupon  be  arid become immediately due and payable without
further  notice  or  demand, ard all rights of Lessee shall terminate but Lessee
shall be and remain liable as provided in this paragraph 18. Lessee shall at its
expense promptly deliver the Equipm location or locations within the continental
United  States  designated  by  Lessor.  Lessor may also enter upon the premises
where  the Equipment immediate possession of and remove the same with or without
instituting  legal  proceedings.
b)     Lessor  may proceed by appropriate court action to enforce performance by
Lessee  of the applicable covenants of this lease or to recover, I Lessor's Loss
as  of  1/to date Lessor's Loss is declared due and payable hereunder; provided,
however,  that  upon  recovery  of  Lessor's  Loss fror action without having to
repossess  and  dispose of the Equipment, Lessor shall transfer the Equipment to
Lessee  at  its  then  location  upon  paym amount due under clauses (d) and (e)
below.
c)     In the event Lessor repossesses the Equipment, Lessor shall either retain
the  Equipment  in  full  satisfaction  of  Lessee's obligation hereundE item of
Equipment  in  such  manner  and  upon  such  terms  as  Lessor  may in its sole
discretion  determine.  The  proceeds of such sale or lease sh~ reimburse Lessor
for Lessor's Loss and any additional amount due under clauses (d) and (e) below.
Lessor  shall  be  entitled  to  any  surplus ano liable for any deficiency. For
purposes  of  this subparagraph, the proceeds of any lease of all or any part of
the  Equipment  by  Lessor  shall  be  th assigned by Lessor as the cost of such
Equipment  in  determining  the  rent  under  such  lease.
d)     Lessor  may  recover interest on the unpaid balance of Lessor's Loss from
the  date  it  becomes payable until fully paid at the rate of the IessE highest
rate  permitted  by  law.
e)     Lessor  may  exercise any other right or remedy available to it by law or
by agreement, and may in any event recover legal fees and other e.i reason of an
Event  of Default or the exercise of any remedy hereunder, including expenses of
repossession,  repair,  storage,  transportation,  ant  Equipment.
     If any Supplement is deemed at any time to be a lease intended as security,
Lessee  grants Lessor a security interest in the Equipment to ~ under this lease
and all other indebtedness at any time owing by Lessee to Lessor and agrees that
upon  the  occurrence  of  an  Event  of  Default,  other  rights and r'-'medies
available  to Lessor hereunder, Lessor shall have all of the rights and remedies
of  a  secured  party  under  the  Uniform
No remedy given in this paragraph is intended to be exclusive, and each shall be
cumulative  but  only  to the extent necessary to permit Le~ for which Lessee is
liable  hereunder.  No  express  or  implied  waiver  by Lessor of any breach of
Lessee's  obligations  hereunder shall constitute breach of Lessee's obligations
hereunder.
19.     NOTICES.  Any  written  notice  hereunder  to  Lessee or Lessor shall be
deemed  to have been given when delivered personally or depositeo malls, postage
prepaid,  addressed to recipient at its address set forth above or at such other
address  as  may  be  last  known  to  the  sender.
20.     NET  LEASE  AND UNCONDITIONAL OBLIGATION. This lease is a completely net
lease and Lessee's obligation to pay rent and amount~ under paragraphs 12 and 18
is  unconditional and not subject to any abatement, reduction, setoff or defense
of  any  kind.
21.     NON-CANCELABLE LEASE. This lease cannot be canceled or terminated except
as  expressly  provided  herein.
22.     SURVIVAL OF INDEMNITIES. Lessee's obligations under paragraphs 7, 8, and
18  shall  survive  termination  or  expiration  of  this  lease.
23.     COUNTERPARTS. There shall be but one counterpart of the Master Lease and
of  each  Supplement  and  such  counterpart  will be marked that any Supplement
constitutes  chattel  paper  (as  that term is defined by the Uniform Commercial
Code),  a  security  interest  may  only  be  creat  marked  "Original."
24.     MISCELLANEOUS.  This  Master  Lease and related Supplement(s) constitute
the entire agreement between Lessor and Lessee and may written instrument signed
by  Lessor and Lessee. Any provision of this lease which is unenforceable in any
jurisdiction shall,  as to such jurisdic extent of such unenforceability without
invalidating  the  remaining  provisions  of  this  lease,  and  any  such
unenforce5ibility  in  any  jurisdiction  shall  such  provision  in  any  other
jurisdiction.  If this lease shall in all respects be governed by, and construed
in  accordance  with,  the substantive lai Minnesota. In the event there is more
than one Lessee named herein or in any Supplement, the obligations of each shall
be  joint  and  several.


<PAGE>


EXHIBIT
                  QUANTUM  TRANSPORTATION  PURCHASE  DOCUMENT


                          AGREEMENT AND PLAN OF MERGER
                          ----------------------------

     THIS  AGREEMENT  AND  PLAN  OF  MERGER  is dated effective as of 1/19/2000,
2000,  by  and  among  ESCO  Transportation  Co.,  a Delaware corporation with a
business  address  of  6505  Homestead,  Houston,  Texas  77028  ("Purchaser" or
"ESCO");  ESCO  Transportation  Acquisition  Corp.,  a Texas  corporation with a
business  address  of  6505  Homestead,  Houston,  Texas  77028,  a wholly owned
subsidiary  of  ESCO  ("ESCO  Acq.");  Quantum Transportation, Inc., a Minnesota
company  with a business address of 1157 Valley Park Drive, Suite 115, Shakopee,
Minnesota  55379  (the  "Company");  and  the shareholders of the Company, Kevin
Dahlke,  a  Minnesota  resident  with a home address of 1100 Lonsdale Boulevard,
Northfield,  Minnesota  55057 and David Dahlke, a Minnesota resident with a home
address  of  3480 Lythrum Way, Minnetrista, Minnesota 55364 (jointly referred to
as the "Shareholders").  The Shareholders own 100% of the issued and outstanding
stock  of the Company (the "Acquired Shares").  The Shareholders and the Company
are  sometimes  collectively  referred  to  hereinafter  as  the  "Sellers."

     WHEREAS,  the  Boards  of  Directors of ESCO, Company and ESCO Acq. deem it
advisable  and  in the best interests of their respective stockholders that ESCO
acquire  Company pursuant to the terms and conditions of this Agreement, and, in
furtherance  of such acquisition, such Boards of Directors (and ESCO as the sole
stockholder  of  ESCO  Acq.)  have approved this Agreement and the merger of the
Company  with  and into ESCO in accordance with the terms of this Agreement and,
in  the  case  of  ESCO  and  ESCO Acq., the Texas Business Corporation Act (the
"TBCA") and, in the case of Company, the Minnesota Business Corporation Act (the
"MBCA");  and

     WHEREAS,  for  federal  income tax purposes, it is intended that the Merger
shall  qualify as a reorganization within the meaning of Section 368(a)(1)(C) of
the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code");  and

     WHEREAS,  the Shareholders have agreed to specific indemnity obligations in
favor  of  ESCO  as  hereinafter  set  forth;

     NOW,  THEREFORE,  in consideration of amounts paid to the Shareholders, the
receipt  and  sufficiency  of  which  is  hereby  acknowledged,  and  in further
consideration  of  the  mutual  covenants  and  agreements contained herein, the
parties  hereto  agree  as  follows:


     1.1     THE  MERGER.  In  accordance  with the provisions of this Agreement
and  the  MBCA  and TBCA, at the Effective Time (as defined in Section 1.2), the
Company  shall  be merged with and into the Company (the "Merger"), the separate
existence  of  the  Company  shall  thereupon  cease, and ESCO Acq. shall be the
surviving corporation in the Merger (sometimes hereinafter called the "Surviving
Corporation")  and  shall continue its corporate existence under the laws of the
State  of  Texas. The Merger shall have the effects set forth in Article 5.01 of
the  TBCA.

     1.2.     EFFECTIVE  TIME  OF THE MERGER.  The Merger shall become effective
at  the  time  of  filing  of  properly  executed Articles of Merger in the form
required  by  and executed in accordance with the provisions of Section 302A.615
of  the  MBCA and Article 5.04 of the TBCA.  The parties hereto shall cause such


<PAGE>
filings  to  be  made  as  soon  as practicable after the Closing (as defined in
Section 1.3).  When used in this Agreement, the term "Effective Time" shall mean
the  date  and  time  at  which  the  Merger  shall  become  effective.

     1.3     CLOSING.  The  closing  of  the  transactions  contemplated by this
Agreement (the "Closing") shall take place at the offices of the Company January
19,  2000,  at  10:00 a.m., local time, or on such later day on which all of the
conditions  set  forth  in Articles 11 and 12 are satisfied or waived or on such
other  date  and  at  such  other time and place as ESCO and Company shall agree
(such  date,  the  "Closing  Date"). At the Closing, the Shareholders shall make
delivery  of  (a)  the  Acquired  Shares  owned  by  each  of them by delivering
certificates  for  their  Acquired Shares, duly endorsed or accompanied by stock
powers  duly  executed  in  such form as may be necessary to fully vest title in
ESCO  to  all of the Acquired Shares evidenced by such certificates and (b) such
other  documents  as may be required by this Agreement or as ESCO may reasonably
request.  Against  such  delivery,  and in full payment for the Acquired Shares,
ESCO shall deliver to such Shareholders the Merger Consideration (as hereinafter
defined)  in  exchange  for the Acquired Shares described in Section 3.1 of this
Agreement.  At  the  Closing, Sellers shall put ESCO Acq. in full possession and
enjoyment of all properties and assets of the Company.  Each party will cause to
be  prepared,  executed,  and  delivered  all  other  appropriate  and customary
documents  as  another  party or that party's counsel may reasonably request for
the  purpose  of  consummating  the transactions contemplated by this Agreement.

     2.1     ARTICLES  OF  INCORPORATION.  The Articles of Incorporation of ESCO
Acq.  in  effect at the Effective Time shall be the Articles of Incorporation of
the  Surviving  Corporation  until  amended  in  accordance with applicable law.

     2.2     BY-LAWS.  The  By-Laws  of  ESCO Acq. as in effect at the Effective
Time  shall  be  the  By-Laws  of  the  Surviving  Corporation  until amended in
accordance  with  applicable  law.

     2.3     DIRECTORS  AND  OFFICERS  OF  SURVIVING  CORPORATION.

     (a)     The  directors  of  the Surviving Corporation at the Effective Time
shall  be  Robert  Weaver,  Robert Darilek and Edwin L. Selph, Sr., each of whom
shall  hold office from the Effective Time until their respective successors are
duly  elected  or appointed and qualified in the manner provided in the Articles
of  Incorporation  or  By-Laws  of  the  Surviving  Corporation  or as otherwise
provided  by  law.

     (b)          The  officers  of  the  Surviving Corporation at the Effective
Time shall be Edwin L. Selph, Sr., Chairman of the Board of Directors, Robert J.
Weaver,  President,  and Robert F. Darilek, Vice President, Secretary/Treasurer,
each  of  whom  shall hold office from the Effective Time until their respective
successors are duly elected or appointed and qualified in the manner provided in
the  Articles  of  Incorporation  or  By-Laws of the Surviving Corporation or as
otherwise  provided  by  law.

     3.1     MERGER  CONSIDERATION.  At  the  Effective  Time,  by virtue of the
Merger  and  without  any  action  on  the  part  and  party  or  shareholder:


<PAGE>
     (a)     Each  share  of  Acquired Shares issued and outstanding immediately
prior  to the Effective Time (other than (i) shares to be canceled in accordance
with  Section  3.1(b),  and (ii) shares as to which dissenters rights shall been
duly  demanded  and such demand has been properly perfected pursuant to Sections
302A.471 and 302A.473 of the MBCA ("Dissenting Shares")) shall be converted into
the  Merger  Consideration.  The "Merger Consideration" shall consist of the one
hundred  fifty-nine  thousand  (159,000)  shares of restricted ESCO common stock
valued  at  $3.00  per share (the "ESCO Shares"), hereinafter referred to as the
"benchmark  price"  to  be  transferred  to  the  Shareholders at Closing.  ESCO
guarantees  the  ESCO Shares will equal or exceed the benchmark price during the
period  from  the Closing Date through the end of three years (the "Guarantee").
The  "Guarantee  Date"  shall  be three years from the Closing Date.  The amount
which the market price is below the benchmark price at the end of the three year
period  will  be  paid  in  cash or stock (as provided below) only if the market
price  has not exceeded the benchmark price for a period of five (5) consecutive
trading  days  and the ESCO Shares sold at sufficient volumes during such period
to  accommodate  the  sale  of  the  ESCO  Shares  during the three year period;
provided  that  at  the  time  the ESCO Shares exceeded the benchmark price, the
Shareholders were not unable to sell their ESCO Shares due to limitations placed
on  the  sale  by federal or state securities laws or ESCO itself.  Such payment
shall  be  made  within  sixty  (60)  days  of  the  Guarantee  Date.

     If  the  Guarantee  is  not  paid  in accordance with its terms hereof, the
Shareholders  may,  at  their  sole  option, receive a number of shares of ESCO,
based  upon  the  greater  of the average trading price of the shares for the 10
days  preceding  exercise  of the option or the average trading price for the 10
days preceding the Guarantee Date to realize the amount owed under the Guaranty.
In  such  event, such shares shall be issued to the Shareholders within ten (10)
days  after  ESCO  receives  notice  of  their  exercise  of  their  option.

     (b)     All  shares  of  the  Company's  Common  Stock that are held by the
Company  as  authorized  but  unissued  shares shall be canceled and retired and
cease  to  exist  and  no  securities  of  ESCO  or other consideration shall be
delivered  in  exchange  therefor.

     (c)     The  holders  of  Dissenting  Shares,  if any, shall be entitled to
payment  by the Surviving Corporation (or at the election of ESCO, by ESCO or an
affiliate  of  ESCO)  of  the  fair  value  of such shares in cash to the extent
permitted  by  and  in  accordance  with the provisions of Sections 302A.471 and
302A.473  of  the  MBCA: provided, however, that (i) if any holder of Dissenting
Shares shall deliver a written withdrawal of such holder's demand for fair value
of  such  shares,  or  (ii)  if  any  holder  fails  to  establish such holder's
entitlement  to  rights  to  payment as provided in such Section 302A.473.  Such
holder  or  holders (as the case may be) shall forfeit such right to payment for
such  shares  and  such  shares shall thereupon be deemed to have been converted
into  the Merger Consideration as of the Effective Time.  Unless ESCO shall have
made  the election referred to in the first sentence of this Section 1.3(c), the
Surviving  Corporation shall be solely responsible for, and shall pay out of its
own  funds,  any  amounts  which become due and payable to holders of Dissenting
Shares,  and such amounts shall not be paid directly or indirectly by ESCO.  The
Company  shall  notify ESCO of each demand for dissenters' rights under the MBCA
promptly  after  such  demand is received by the Company.  If there are too many
Dissenting  Shares in order for ESCO to gain the control it desires, in its sole
and  absolute  discretion, ESCO retains the right to void this Agreement and all
transactions  contemplated  hereunder.


<PAGE>
     3.2     EXCHANGE  OF  ESCO  COMMON  STOCK;  PROCEDURES.

     (a)     As soon as practicable after the Effective Time, ESCO shall deposit
with  or  for  the  account  of Harris Bank & Trust (the "Exchange Agent") stock
certificates  representing  the  number  of ESCO Shares of common stock issuable
pursuant  to  Section  3.1 in exchange for all outstanding shares of the Company
Common  Stock,  which  shares  of ESCO Common Stock shall be deemed to have been
issued  at  the  Effective  Time.

     (b)     As  soon  as practicable after the Effective Time, ESCO shall cause
the  Exchange  Agent  to  mail  to  each  holder  of  record of a certificate or
certificates  which  immediately  prior  to  the  Effective  Time  represented
outstanding  shares  of  the Company Common Stock (the "Certificates") that were
converted  pursuant  to  Section  3.1  into  the right to receive shares of ESCO
Common  Stock  as may be reasonably required by Exchange Agent to effectuate the
exchange  contemplated  herein. Upon surrender of a Certificate for cancellation
to  the Exchange Agent, together with such letter of transmittal, duly executed,
the holder of such Certificate shall be entitled to receive in exchange therefor
a  certificate  representing  that  number  of whole shares of ESCO Common Stock
which  such  holder  has the right to receive pursuant to the provisions of this
Article  III,  after  giving  effect  to  any required tax withholdings, and the
Certificate  so  surrendered  shall  forthwith  be  canceled.  In the event of a
transfer of ownership of the Company Common Stock which is not registered in the
transfer records of the Company, a certificate representing the proper number of
shares  of  ESCO  Common  Stock may be issued to a transferee if the Certificate
representing  such  Company  Common  Stock  is  presented to the Exchange Agent,
accompanied  by all documents required to evidence and effect such transfer, and
by  evidence  that  any  applicable  stock  transfer taxes have been paid. Until
surrendered  as  contemplated  by this Section 3.2(b), each Certificate shall be
deemed  at  any  time  after  the  Effective Time to represent only the right to
receive  upon  such  surrender  a certificate representing shares of ESCO Common
Stock.

     3.3     FURTHER  ASSURANCES.  If, at any time after the Effective Time, the
Surviving  Corporation  shall  consider  or  be advised that any deeds, bills of
sale,  assignments,  assurances  or any other actions or things are necessary or
desirable  to  vest,  perfect or confirm of record or otherwise in the Surviving
Corporation  its  right,  title  or  interest in, to or under any of the rights,
properties  or assets of the Company acquired or to be acquired by the Surviving
Corporation  as  a  result of, or in connection with, the Merger or otherwise to
carry  out  this  Agreement,  the officers of the Surviving Corporation shall be
authorized  to  execute and deliver, in the name and on behalf of the Company or
otherwise, all such deeds, bills of sale, assignments and assurances and to take
and  do, in such names and on such behalves or otherwise, all such other actions
and  things as may be necessary or desirable to vest, perfect or confirm any and
all right, title and interest in, to and under such rights, properties or assets
in  the  Surviving  Corporation  or  otherwise to carry out the purposes of this
Agreement.

     4.     RISK  OF  LOSS.  In accordance with the consummation of the sale and
purchase  described  in  this  Agreement, and subject to any existing Management
Agreement  between ESCO and the Company, the Shareholders shall bear all risk of
loss,  damage  or  destruction to the Company's assets prior to the Closing Date
hereof  and  the Purchaser shall bear all risk of loss, damage or destruction to
the  Company's  assets  on  or  subsequent  to  the  Closing  Date  hereof.


<PAGE>
     5.     TAXES.  All  personal property taxes, corporate income taxes and any
other  tax except those otherwise specifically listed herein, levied or assessed
or  determined  to be owed by the Company to the Federal, State, county, city or
local  taxing  authority,  prorated for the current tax year through the Closing
Date  shall  be  the  sole  responsi-bility  of  the Shareholders.  Sellers have
disclosed,  after  a  diligent  review  of  the  books, financial statements and
records, and other relevant documents that there is no other tax liability other
than  those noted in this Agreement or any Exhibits thereto and the Shareholders
have determined that they have adequate provisions for the payment of all  taxes
imposed.

     6.     EMPLOYMENT  AGREEMENT.  The Purchaser shall enter into an employment
agreement  with  Kevin Dahlke for a term of thirty-six (36) months following the
Closing Date.  Kevin Dahlke's total compensation package including annual salary
and  auto  expenses  shall  equal  $105,000, to be adjusted annually, based upon
merit,  in  a  manner  consistent with other terminal managers of ESCO and shall
include  a non-compete agreement, in a form consistent with that attached hereto
as EXHIBIT "C".  Kevin Dahlke shall also be entitled to an annual bonus of 7% of
the  GAAP  basis  net  income  of  the  Company's  operations  based upon ESCO's
internally prepared financial reports, after deducting ESCO's standard corporate
allocation.  This  bonus  shall  be  paid each year for three years and shall be
paid  within  90  days  after  the  calendar  year  end.

     7.     NON-COMPETE  AGREEMENT.  Each  Shareholder  will  enter into a three
year  non-compete  agreement  with  ESCO,  with  the  portion  of  the  Merger
Consideration and Non-Compete Consideration not yet paid to be used to partially
compensate  ESCO  if  either  Shareholder defaults on his non-compete agreement.
The  non-compete  agreements  are  attached  hereto  as  EXHIBIT "D."  The total
consideration  for  these  non-compete agreements shall be $53,000 ("Non-Compete
Consideration"),  payable  one-half  to  each  of  the  Shareholder  as follows:

     (i)  CASH EARNEST MONEY.  Five Thousand Dollars  ($5,000.00) which was paid
          to  Shareholders  on November 12,  1999,  which  receipt  Shareholders
          hereby acknowledge.

     (ii) CLOSING DOWN PAYMENT.  Twelve Thousand Six Hundred Sixty Seven Dollars
          ($12,667.00) payable by cashier's or certified check or wired funds to
          Shareholders on the Closing Date, hereinafter defined.

     (iii)CASH  INSTALLMENTS.  A  sum  of  Thirty-Five  Thousand  Three  Hundred
          Thirty-Three and No/100ths  Dollars  ($35,333.00),  payable in two (2)
          equal  installments  of Seventeen  Thousand Six Hundred  Sixty Six and
          50/100ths Dollars  ($17,666.50) each, with each installment due on the
          30th and 60th day after the Closing  Date  hereof.  No interest  shall
          accrue on the cash  installments due unless payments are not made in a
          timely manner.  If cash  installments  are not made in a timely manner
          and without reason for withholding  consistent with Purchaser's rights
          of offset contained  herein,  interest shall accrue on the outstanding
          amounts at a rate of eight percent (8%) per annum from the due date of
          such  payment.  The cash  portion  of the  purchase  price not paid at
          closing  shall be  placed  in  escrow  and held in trust by  Spencer &
          Associates,  P.C., Attorneys at Law, Pan Jackson Building,  5th Floor,
          4041 Richmond Ave., Houston,


<PAGE>
          Texas 77027-6837. Both parties hereto shall hold Spencer & Associates,
          P.C.  harmless  from  liability  as a result of this serving as escrow
          agent in accordance  with the terms of an escrow  agreement,  attached
          hereto as EXHIBIT "B," which the parties shall execute at closing.

The non-compete agreements shall be void in the event ESCO is not due any offset
hereunder or is not reasonably withholding amounts or other consideration due to
Shareholders  and  fails  to  pay  any  portion  of  the Merger Consideration or
Non-Compete  Consideration  payable  hereunder  to  the  Shareholders.

     8.     TRADE  NAMES.  The  Purchaser shall have the exclusive rights to the
name  "Quantum  Transportation,  Inc." and any other related trade names used in
the  Company's  business.

     9.     REPRESENTATIONS  AND  WARRANTIES  BY  THE  SHAREHOLDERS.  The
Shareholders  represent  and  warrant  to  Purchaser  as  follows:

     (a)     OWNERSHIP.  The  Shareholders  are  the  lawful  owners (record and
beneficial)  of  the number of Shares, and only that number of Shares, set forth
beside  his  name on EXHIBIT "A", free and clear of all liens, encumbrances, and
claims of every kind, except for those liens, encumbrances, and claims described
in EXHIBIT "A". The delivery of the certificate or certificates representing his
Shares pursuant to the provisions of this Agree-ment at the Time of Closing will
transfer  good  and  valid  title  thereto,  free  and  clear  of  all  liens,
encumbrances,  and claims of every kind.  Each Shareholder will produce evidence
satisfactory  to  ESCO and represents and warrants that his wife has no residual
claim  to  the  Shares as a claim on behalf of the community estate or any other
marital  claim  by  his  wife  to  the  Shares.

     (b)     AUTHORITY.  The  Sellers  have  all  necessary capacity, power, and
authority  to enter into, and perform their obligations under this Agreement and
the  other  instruments contemplated hereby to be executed by the Sellers.  Upon
execution and delivery of this Agreement and the other instru-ments contemplated
hereby  to  be  executed by the Sellers, the Agreement and such instruments will
represent  the valid, legal, and binding obligations of the Sellers, enforceable
in  accordance with their terms, except as enforcement thereof may be limited by
bankruptcy,  insolvency,  or similar laws affecting creditors' rights generally.

     (c)     GOOD STANDING.  Except as disclosed on EXHIBIT "G", the Company has
no  subsidiaries  and does not own any interest in any corporation, partnership,
or  other  business  or  entity.  The  Company is a corporation duly organ-ized,
validly  existing, and in good standing under the laws of the State of Minnesota
and  possesses  all  requisite  corporate  power  and  authority to carry on its
business  as  now  conducted  and  to  own  or lease and operate its properties.

     (d)     CAPITALIZATION.  The  authorized  capital  stock  of  the  Company
consists  of  the  following:

<TABLE>
<CAPTION>
<S>                             <C>                        <C>
QUANTUM TRANSPORTATION, INC.    25,000 Shares of Common    1.00 par value each, of which 1,000
                                        Stock              Shares are issued and outstanding and no
                                                           Shares are held in Treasury.
</TABLE>


<PAGE>
The Shares to be exchanged and delivered to Purchaser pursuant to this Agreement
are  duly  authorized,  validly  issued  and  outstanding,  fully  paid,  and
non-assessable,  and  con-stitute  all  of  the issued and outstanding shares of
capital  stock  of  the  Company.  There  are no outstanding options, contracts,
calls, commitments, rights, or demands of any character, absolute or contingent,
(i)  to  acquire  the  capital  stock  of  the  Company  or  (ii) to acquire any
securities  convertible  into  or  exchangeable  for  the  capital  stock of the
Company.  No shares of capital stock of the Company are reserved for issuance or
committed  to  be  issued  for  any  purpose.  All  voting  rights  are  vested
exclusively  in  the  Shares.  There  are  no  voting  trusts,  Shareholders'
agreements,  or  other  voting  arrangements  with  respect  to  the  Shares.

     (e)     FINANCIAL  STATEMENTS.  The Sellers have delivered to Purchaser the
following  financial  statements for the Company: unaudited balance sheets as of
September  30,  1999,  and  years ended December 31, 1996, 1997 and 1998 and the
related  statements  of  income  and  retained earnings and changes in financial
position  for  the  years  and  interim  periods  then  ended  (the  "Financial
Statements").  The  Financial  Statements  have  been  prepared on an income tax
accounting  basis  of accounting and in all material respects fairly present the
results  of  operations and financial condition for the Company at the dates and
for  the  periods  covered thereby.  To the best of the Sellers' knowledge there
have  been no changes in accounting principles applied or adopted since the ends
of  the periods covered by the Financial Statements. The Financial Statements in
all  material  respects  accurately represent the financial position, results of
operations  and  changes  in  financial  positions of the Company for the period
covered.  There  are  no  liabilities  or  obligations  of  the Company accrued,
absolute, contingent or otherwise that arose out of or relate to any matter, act
or omission to the date of this Agreement, other than liabilities or obligations
incurred  in  the  normal  course  of  business.

     (f)     NO  MATERIAL  ADVERSE  CHANGE.  Except as set forth in EXHIBIT "H",
since  September  30,  1999,  except  as contemplated by this Agreement (and the
Exhibits  here-to, which are a part hereof) or heretofore disclosed to Purchaser
in  writing,  the  Company  has  not:

     (1)  issued  or sold any  shares of its  capital  stock of any class or any
          options,  warrants,  conversion,  or other rights to purchase any such
          shares or any securities  convertible  into or  exchangeable  for such
          Shares;

     (2)  incurred any indebtedness for borrowed money,  issued or sold any debt
          securities, paid any indebtedness prior to maturity, or discharged any
          other  liabilities  or  obligations  except in the ordinary  course of
          business;

     (3)  mortgaged,   pledged,  or  subjected  to  any  lien,  lease,  security
          interest,  or other charge or  encumbrance  any of its  properties  or
          assets, tangible or intangible, except (i) liens for current taxes not
          yet due and payable or being  contested  in good faith by  appropriate
          proceed-ings;  (ii) liens imposed by law and incurred in the ordi-nary
          course  of  business  for   obligations   not  yet  due  to  carriers,
          warehousemen,  laborers,  materialmen,  and the like;  and (iii)  such
          imperfections  of  title,   encumbrances,   easements,   and  security
          interests   that  do  not   materially   detract  from  the  value  or
          marketability  of such  property  or  interfere  with the  present use
          thereof by the Company;


<PAGE>
     (4)  acquired or disposed of, or granted licenses or other rights in or to,
          any assets or  properties  of material  value  except in the  ordinary
          course of business;

     (5)  forgiven  or canceled  any debts or claims,  or released or waived any
          rights or claims, except in the ordinary course of business;

     (6)  entered  into any  material  transaction  other  than in the  ordinary
          course of business;

     (7)  suffered any damage or destruction to or loss of property  (whether or
          not covered by insurance)  that  materially and adversely  affects the
          condition  (financial  or  other),   properties,   assets,   business,
          operations, or prospects of the Company in the aggregate;

     (8)  declared,  paid,  or set aside any  dividends  or  distributions  with
          respect to its capital stock;

     (9)  incurred  any  material  liability or  obligation  (whether  absolute,
          accrued, contingent, or otherwise) except liabil-ities and obligations
          in the  ordinary  course of  business  (any  "material"  liability  or
          obligation  being defined  herein as a liability or obligation  $5,000
          alone or collectively $ 5,000);

     (10) suffered  any  material  adverse  change in its assets,  business,  or
          financial  condition  other than those  changes  previously  disclosed
          hereto;

     (11) terminated any key employees,  increased the compensation of employees
          except in accordance with  estab-lished  practices,  or contributed to
          any employee benefit plan;

     (12) redeemed, purchased, or otherwise acquired directly or indirectly, any
          capital stock of the Company;

     (13) entered  into,  adopted,  or amended  in any  respect  any  collective
          bargaining  agreement or adopted or amended any bonus, profit sharing,
          compensation,    stock   option,   pension,    retirement,    deferred
          compensation,  insur-ance,  or other similar plan,  agreement,  trust,
          fund,  or  arrangement  for the benefit of  employees  (whether or not
          legally binding);

     (14) suffered any strike or other labor  trouble  materially  and adversely
          affecting  the business  operations  or prospects of the Company other
          than those disclosed herein; or

     (15) suffered  any loss of  employees  or  customers  that  materially  and
          adversely affects or could materially and adversely affect the Company
          other than those disclosed herein.

     (g)     LIABILITIES.  There  are  no  claims  against,  or  liabilities  or
obligations  of,  the  Company  of  any  nature,  whether  absolute,  accrued,
contingent,  or  otherwise  and  whether  due  or  to  become  due except (i) as


<PAGE>
reflected  in  the  unaudited  balance  sheet  as of September 30, 1999; (ii) as
described  in  EXHIBIT  "E"  attached  hereto;  and  (iii)  those arising in the
ordinary  course  of  business  since  September  30,  1999.

The acknowledged debts disclosed by the Sellers and set forth as EXHIBIT "F" are
in  the  form  of  Shareholder loans and the Shareholders acknowledge that these
loans  have  been  or  will  be  paid  in  full or will be forgiven on or before
Closing.

     (h)     TAX  RETURNS.  All  final and estimated returns and reports for all
Federal,  state, and local income, sales, payroll, withholding, excise, personal
property,  franchise, and other taxes owed by the Company heretofore required to
be  filed  have  been duly and timely filed, and all taxes and assessments shown
thereon as due or payable have been paid (or reserves established therefor). All
such  tax returns or reports materially reflect the taxes of the Company for the
periods  covered  thereby.   The  Company  has  not waived any law or regulation
fixing,  or  consenting to the extension of any period of time for assessment of
any  tax.   The  financial  statements  for the Company as of September 30, 1999
will reflect adequate reserves have been established in respect to all taxes for
the interim period from September 30, 1999  to the Closing Date.  The Company is
not  delinquent  in  the  payment  of any tax assessment or governmental charge,
except  those  in  (g)  above,  and  there  is  no tax deficiency or delinquency
asserted  against  the  Company,  and  the  Sellers  do  not  know of any unpaid
assessment,  proposal  for  additional  taxes, deficiency, or delinquency in the
payment  of  any  of  the  Company's taxes which could be asserted by any taxing
authority.  After  diligent and thorough inquiry, the Sellers do not know of any
violation  of  any  Federal,  state,  local  or  foreign  tax  laws.

     (i)     TITLE AND CONDITION.  The Company has good and mar-ketable title to
all  of  its  personal  properties  (in-cluding those reflected on its unaudited
balance  sheet  as at September 30, 1999, except to the extent disposed of since
such  date  in  the ordinary course of business), in each case free and clear of
all  pledges, liens, security interests, title imperfec-tions, encumbrances, and
claims  of  any  nature  except  (i)  -pledges, liens, security interests, title
imperfections,  encumbrances,  and  claims  described  in  EXHIBIT  "E" attached
hereto;  (ii) liens for current taxes not yet due and payable or being contested
in  good  faith  by  appropriate  proceedings;  (iii)  liens  imposed by law and
incurred  in  the  ordinary  course  of  business for obligations not yet due to
carriers,  warehousemen,  laborers,  materialmen,  and  the  like; and (iv) such
imperfections  of title, encumbrances, easements, and security interests that do
not  materially  detract  from  the value or marketability of such properties or
interfere  with  the  use thereof by the Company.  All machinery, equipment, and
other  assets  material to the Company's business owned or leased by the Company
are  in  good  work-ing  order and repair (subject to normal wear and tear), not
obsolete,  and  conform  in all material respects with all applica-ble statutes,
ordinances,  and  other  laws  and  all  regulations  promulgated  thereunder.

     (j)     NO DEFAULTS.  To the best of the Sellers' knowledge, after diligent
and  thorough  inquiry,  there  are  no existing defaults, events of default, or
events, occurrences, or acts that, with the giving of notice or lapse of time or
both,  would  constitute  defaults,  and  no  penalties  incurred  or  material
amendments  pending,  with  respect  to any of the Company's obligations and the
Company  is in material compliance with and has performed all of its obligations
thereunder.


<PAGE>
     (k)     LITIGATION,  CLAIMS,  ETC.  To  the best of the Sellers' knowledge,
after  diligent  and  thorough  inquiry,  there  is  no  suit, claim, action, or
litigation, or administra-tive, arbitration, or other proceeding or governmental
investiga-tion  or  inquiry, or any change in environmental, zoning, or building
laws,  regulations,  or ordinances, pending, threatened, or contemplated against
the  Company,  its  assets,  business, or the Company's directors, employees and
officers and no unasserted claims (wheth-er or not the potential claimant may be
aware  of the claim) or any basis for any such claims, to which the Company, its
business,  or  its  assets, employees, officers or directors are or might become
subject,  except  as  listed  in  EXHIBIT  "E"  attached  hereto.

     (l)     COMPLIANCE  WITH  OTHER  INSTRUMENTS.  Neither  the  execution  or
delivery  of  this Agreement and the other documents contemplated hereby nor the
consummation  of  the transactions contemplated hereby will result in any breach
or  violation  of  any  of  the terms, conditions, or provisions or constitute a
default  under,  any  indenture,  mortgage, deed of trust, note agreement, plan,
contract,  or  other  agreement  or  instrument  to  which  the  Company  or the
Shareholders  are bound or to which any of the Company's proper-ty or assets are
subject  or  result  in  the  creation  or  imposi-tion  of any lien, charge, or
encumbrance  upon  any of the Company's property or assets or any of the Shares;
nor  will such actions result in any violation of any provision of the Company's
Articles  of  Incorporation  or  Bylaws.

     (m)     CONSENTS.  To  the  Sellers' knowledge, after diligent and thorough
inquiry, no authorization, consent, approval, permit, or license or filing with,
any  lender or lessor or any other person or entity is required to authorize, or
is  re-quired  in  connection with, the execution, delivery, and perform-ance of
this  Agreement  on  the  part  of  the  Sellers  and  the  consummation  of the
transactions  contemplated  hereby.

     (n)     COMPLIANCE  WITH  LAWS.  To the best of the Sellers' knowledge, the
Company has materially complied with and is in material compliance with, and has
not received notice of any claimed violation of or default under, any applicable
laws,  orders,  rules,  requirements,  and  regulations  promulgated  by  any
governmental  authority  relating  to  assets  or  the  conduct of its business.

     (o)     ACCOUNTS  RECEIVABLE.  All  accounts  receivable  reflected  on the
Company's  September  30,  1999 balance sheet  or arising since the date thereof
either  have been collected or, to the best of the Sellers' knowledge, are valid
and enforceable, and to the best knowledge of Sellers are not subject to offsets
or  credits  by  account  debtors.

     (p)     LABOR  RELATIONS.  The  Company  is  not  experiencing,  nor do the
Shareholders  know  of  any reason to expect, any labor troubles or strife, work
stoppages,  slow downs, or other material interference with or impairment of its
business  by  labor.  To  the  Sellers' knowledge and belief, after diligent and
thorough inquiry, the Company has not committed any unfair labor practices.  The
Company is not experiencing, and the Sellers know of no current or contemplated,
union  organization  efforts  or negotiations, or requests for negotiations, for
any  representa-tion  or  any  labor contract relating to the Company employees.

     (q)     INSURANCE  POLICIES.  The  Sellers have provided to the Purchaser a
list  and  description  of  all  insurance  policies  concerning  the assets and
properties  and  health,  accident,  disability and life insurance affecting all
officers,  directors and employees of the Company.  All of these policies are in


<PAGE>
the  respective  principal  amounts  as  disclosed  therein.  The  Company  has
maintained  and  does  now  maintain  insurance  on  all  its assets of the type
customarily  insured.  The  insurance  also  covers  property damage by fire and
other  casualty,  as well as adequately protects against all normal liabilities,
claims  and  risks  against  which  it  is  customary  to  insure.

     (r)     CONTRACTS.  The  Sellers  have  disclosed  to  the  Purchaser  all
material  written  contracts and oral arrangements and understandings obligating
the  Company.  For  purposes  of  this  paragraph,  the  term  "material written
contract"  means:  (i) one that, if in the ordinary course of business obligates
anyone  of  the  Company  in  an  amount  in the excess of $10,000.00, or if the
aggregate  total  of  all  such  contracts  from  like  transactions exceed such
amounts; and (ii) one that, if not in the ordinary course of business, obligates
the  Company  in  an amount in excess $1,000.00 or if the aggregate total of all
such  contracts  from  like transactions exceed such amounts.  Additionally, the
Sellers  have  given  to  the Purchaser a list of all persons and entities whose
consents  are  required  to  be  obtained under any contract with respect to the
consummation  of  this transaction, or that should be notified to insure an easy
transition.  The  Sellers  have not received any notice that any party to any of
the contracts intends to cancel or terminate any of the contracts or to exercise
or  not  exercise  any  options  under  any  of  the  contracts.

     (s)     BANK  ACCOUNTS.  The Sellers have furnished to the Purchaser a true
and  correct  list  of  the  names  and  address of all banks or other financial
institutions in which the Company has an account, deposit or safety deposit box.
Also  included are the names of all persons authorized to draw on these accounts
or  deposits  or  who has access to them and the account number of each account.

     (t)     FULL  DISCLOSURE.  No  representation, warranty or covenant made to
the Purchaser in this Agreement nor any document, certificate, exhibit, or other
information  given or delivered to Purchaser pursuant to this Agreement contains
or will contain any untrue statement of a material fact, or omits or will omit a
material  fact  necessary  to make the statements contained in this Agreement or
the  matter  disclosed  in  the  related documents, certificates, information or
exhibits  not  misleading.

     (u)     BROKERS.  Neither  the  Shareholders nor the Company nor any of the
Company's  officers,  directors,  employees,  have  retained,  consented  to  or
authorized  broker,  investment  banker  or  third party to act on the Company's
behalf,  directly  or  indirectly as a broker or a finder in connection with the
transactions  contemplated  by  this  Agreement.

     (v)     FORGIVENESS  OF  COMPANY  DEBT.  It  is  acknowledged hereto by the
Shareholders  that  any debt owed by the Company to either Shareholder is hereby
declared forgiven.  It is hereby acknowledged by the Shareholders that they have
forgiven  a  debt  of  $20,983.52  previously  owed  by  the  Company  to  the
Shareholders.  The  Shareholders  and the Company will execute any document that
ESCO  reasonably  requests  which  will verify the forgiveness of the $20,983.52
debt  formerly  owed  by the Company to the Shareholders.  The Shareholders also
acknowledge  that  the  forgiveness of this debt was a bargained for part of the
consideration  hereunder and that ESCO relied upon this forgiveness of debt as a
material  fact  in  entering into this Agreement as additional consideration for
receipt  of  the Merger Consideration by the Shareholders.  If the Company makes
any  loans  to the Shareholders from September 30, 1999 through the Closing Date
hereof, this amount will be deducted from the purchase price and the installment
payments  as  appropriate  to  offset  these  loans.


<PAGE>
     10.     REPRESENTATIONS  AND WARRANTIES BY PURCHASER.  Purchaser represents
and  warrants  that:

     (a)     ORGANIZATION.  ESCO  is  a  Delaware  corporation  duly  organized,
validly  existing, and in good standing under the laws of Delaware and possesses
all  requisite  corporate  and  other  power  and  authority  to  enter into and
consum-mate the acquisition of the Shares pursuant to this Agreement.  ESCO Acq.
is  a  Texas  corporation  duly organized, validly existing and in good standing
under the laws of Texas and possesses all required corporate and other power and
authority  to  enter  into  and  consummate  the  merger  contemplated  by  this
Agreement.

     (b)     AUTHORITY.  Each  of ESCO and ESCO Acq. has all necessary corporate
power  and  authority  to  enter  into  and perform their obligations under this
Agreement.  The  execution  and  delivery  of  this  Agree-ment, the Purchaser's
Guarantee  and  the  consummation  of  the  transac-tions  contemplated  by this
Agreement  will  be,  prior  to  the  Time  of  Closing,  duly authorized by all
necessary  corporate  action  of  ESCO  and  ESCO  Acq.  and, upon execution and
delivery  of this Agreement and Purchaser's Guarantee and subject to approval by
the Board of Directors of Purchaser, the Agreement and the Purchaser's Guarantee
will  represent the valid, legal and bind-ing obligations of ESCO and ESCO Acq.,
enforceable in accordance with their terms, except as enforcement thereof may be
limited  by  bankruptcy, insolvency, or similar laws affecting creditors' rights
generally.

     (c)     INVESTMENT.  Purchaser  is acquiring the Shares for its own account
for  investment  and  not  with  a  view  to or, for sale in connection with any
distribution  thereof.

     (d)     GUARANTEE.  Purchaser shall guarantee the value of the ESCO shares,
which  Purchaser's  Guarantee  is  set  forth  in  Section  3.1(a)(iv)  above.

     (e)     COMPLIANCE.  The  execution  of  this Agreement and the Purchaser's
Guarantee  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will  not  result  in  any breach or violation of any of the terms or
provisions  of,  or  constitute  a default under, any indenture, mortgage, deed,
trust,  note  agreement,  or  other agreement or instrument or of any applicable
laws,  orders,  rules,  requirements,  or  regulations  pro-mulgated  by  any
governmental  or  public body or authority to which ESCO or ESCO Acq. is a party
or  by  which  it  is  bound or to which its properties is subject, and will not
violate  or  be  in  conflict  with  its Certificate of Incorporation or Bylaws.

     (f)     REPORTS  AND  FINANCIAL  STATEMENTS.  Except  for its third quarter
10-Q,  ESCO  has filed all reports required to be filed with the SEC pursuant to
the  Exchange  Act or the Securities Act (collectively, the "ESCO SEC Reports").
Such  ESCO  SEC  Reports, as of their respective dates, complied in all material
respects with the applicable requirements of the Securities Act and the Exchange
Act,  as  the  case  may  be,  and  management  is  not aware to the best of its
knowledge  of  any  untrue  statement  of a material fact or omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.  The  financial  statements of ESCO included in the ESCO SEC Reports
have  been prepared in accordance with the filing requests of the SEC (except as
otherwise noted therein or, in the case of unaudited statements, as permitted by
Form  10-QSB  of  the  SEC).


<PAGE>
     (g)     ABSENCE  OF  CERTAIN CHANGES OR EVENTS; MATERIAL AGREEMENTS. Except
as  set  forth  in  the ESCO SEC Reports filed as of the date of this Agreement,
since  June  30,  1999,  (i)  ESCO has not conducted its business and operations
other than in the ordinary course of business and consistent with past practices
or  taken  any  actions  that, if such actions had then occurred and had been in
effect,  would  have  violated  or  been  inconsistent with such past practices,
except  as  disclosed on EXHIBIT "I" and to the best of its knowledge (ii) there
has  not  been  any fact, event, circumstance or change affecting or relating to
ESCO  which has had or is reasonably likely to have a material adverse effect on
ESCO's  operations.

     (h)     ABSENCE  OF  UNDISCLOSED  LIABILITIES.  Except  for  liabilities or
obligations which are accrued or reserved against in ESCO's financial statements
(or reflected in the notes thereto) included in the ESCO SEC Reports filed as of
the  date  of  this  Agreement or which were incurred after June 30, 1999 in the
ordinary  course  of business and consistent with past practices, to the best of
its knowledge ESCO has no liabilities or obligations (whether absolute, accrued,
contingent  or otherwise) of a nature that should be reflected in a consolidated
balance  sheet  (or reflected in the notes thereto) or which could reasonably be
expected  to  have  a  material  adverse  effect on ESCO's financial statements.

     (i)     NO DEFAULT. ESCO is not in breach or violation, or in default under
(and  no event has occurred which with notice or the lapse of time or both would
constitute  such  a  breach,  default  or  violation)  of any term, condition or
provision of (a) the ESCO's Articles of Incorporation or By-Laws, or to the best
of  its  knowledge, (b) (i) any order, writ, decree, statute, rule or regulation
of any governmental entity applicable to ESCO or any of its properties or assets
or (ii) any contract to which the ESCO is a party or by which ESCO or any of its
properties  or  assets may be bound except in the case of this clause (b), which
breaches,  violations  or  defaults, individually or in the aggregate, would not
have  a  material  adverse  effect.  ESCO,  to  the best of its knowledge, is in
compliance with, all licenses, permits, variances, exemptions, orders, approvals
and  other authorizations of all governmental entities as are necessary in order
to enable it to own its business and conduct its business as currently conducted
and  as  currently  proposed  to  be  conducted  by  ESCO  and to enter into the
transactions  contemplated hereby, the lack of which, under applicable law, rule
or  regulation,  (a)  would  render  legally  impermissible  the  transactions
contemplated  hereby  or  (b)  could  reasonably  be  expected  to result in the
material  impairment  of  the  continued  use or exercise by ESCO after the date
hereof  of  any  material  right used or exercised (or reasonably expected to be
used  or  exercised)  by  ESCO,  in  the conduct of ESCO's business as currently
conducted  and  as  currently  proposed  to  be  conducted  by ESCO or (c) could
reasonably  be  expected  to  have  a  material  adverse  effect.

     (j)     EMPLOYEE  BENEFIT  PLANS;  ERISA.  ESCO has, as of January 1, 1999,
begun  a  401(k)  Profit Sharing Plan & Trust administered by Merrill Lynch (the
"Plan").  This  Plan  is  a  defined  contribution plan and is not subject to or
insured by the Pension Benefit Guaranty Corporation.  A copy of the Summary Plan
Description  ("SPD")  has  been  furnished to the Shareholders and all questions
have  been  directed  to  and  explained  to  their  satisfaction  by  the  Plan
Administrator.  ESCO  has no current plan or commitment to create any additional
plan  or  modify  the  existing  Plan.

     (k)     VOTE  REQUIRED.  The affirmative vote of the holders of a majority,
in  the  aggregate, of the shares of ESCO Acq. common stock present in person or
represented by proxy at the stockholders meeting of ESCO Acq. (provided that the
shares so present or represented constitute a majority, in the aggregate, of the


<PAGE>
outstanding shares of ESCO Acq. common stock) is the only vote of the holders of
any  class  or  series  of ESCO Acq. capital stock and the Board of Directors of
ESCO  necessary  to approve the issuance of shares of ESCO Common Stock pursuant
to  the  Merger.  The  affirmative  vote of ESCO, as the sole stockholder of all
outstanding shares of ESCO Acq. Common Stock, is the only vote of the holders of
any  class or series of ESCO Acq. capital stock necessary to approve the Merger.
The  Board  of  Directors  of  ESCO  (at  a  meeting  duly  called and held) has
unanimously  (i)  approved this Agreement, (ii) determined that the transactions
contemplated  hereby  are  fair  to  and  in  the best interests of ESCO and the
holders  of  ESCO  Common Stock, and (iii) determined to cause ESCO, as the sole
stockholder  of  ESCO  Acq.,  to  approve and adopt this Agreement. The Board of
Directors  of  ESCO  Acq.  (by  unanimous  written  consent)  has  approved this
Agreement.

     11.     COVENANTS  OF  THE  SHAREHOLDERS.  The Shareholders hereby covenant
and  agree  with  Purchaser  as  follows:

     (a)     ASSISTANCE.  From  and after the date hereof, the Shareholders will
give  Purchaser  after the Closing, reasonable assistance as needed to ensure an
orderly transition with customers, vendors and suppliers.  Following the Closing
Date,  the  Shareholders  will  tailor  their  activities  so  that  Purchaser's
reasonable  expectations  with  respect  to  the good will, business reputation,
employee relations and prospects connected with the Company purchased under this
Agreement  will  not  be  materially  impaired.

     (b)     NON-COMPETE.  The  Shareholders  will  sign  a  non-competition
agreement  with  ESCO,  which  agreements  are  attached  hereto as EXHIBIT "D".

     (c)     NON-SOLICITATION  OF EMPLOYEES.  The Shareholders shall not solicit
after  Closing  any  employee of the Purchaser or any employee of the Company to
leave  employment  with  the  Company  or  the  Purchaser.

     (d)     COOPERATE  IN  PUBLICITY.  The  Shareholders shall cooperate in any
written  publicity  regarding  this  transaction  with  the  Purchaser.

     (e)     PROVIDE  TAX  CERTIFICATES.  The  Shareholders shall furnish to the
Purchaser  CLEARANCE  certificates  from  the appropriate agencies in all states
where  the Company is qualified to do business and any related certificates that
the  Purchaser  may reasonably request as evidence that all sales, use (if any),
and other tax liabilities of the Company (other than income tax) accruing before
the  Closing  Date  have  been  fully satisfied and provided for by the Company.

     (f)     PROVIDE  UCC  Clearances.  The  Shareholders  shall  deliver to the
Purchaser  a Business and Commerce Code search report issued by the Secretary of
State in each state where the Company owns personal property and dated as of the
date  not  more  than  seven  (7) days before the Closing Date.  The report must
indicate  that  there are no filings under the UCC on file with the Secretary of
State  that  names  the Company as debtor or otherwise indicates any lien on the
assets  and  properties of the Company, except for the liens otherwise disclosed
in  this  Agreement.


<PAGE>
     (g)     RESIST  CLAIM  TO  BROKER'S  FEE.  Shareholders  shall  assist  and
cooperate  with  the  Purchaser in resisting any claim of any broker, investment
banker, or third party for any brokerage fee, finders fee, or commission against
the Purchaser or the Company in connection with the transactions contemplated by
this  Agreement.

     (h)     GOOD  STANDING.   The  Shareholders  shall deliver to the Purchaser
prior  to  the  Closing  Date  a  good  standing  certificate  for  the Company.

     (i)     WAIVER BY SHAREHOLDERS' SPOUSES.  The Shareholders shall deliver to
the  Purchaser  a  waiver  executed  by  the Shareholders' spouses regarding the
waiver  of  their  interest,  whether by contract, marital interest or community
interest in the sale of the Shareholders' ownership in the Company and the funds
to  be  received  by  the  Shareholders  for  the  sale  of  the Acquired Shares
contemplated  herein.

     12.     CONDITIONS  PRECEDENT  TO PURCHASER'S OBLIGATIONS.  All obligations
of  Purchaser  hereunder  to purchase the Shares are subject to the fulfillment,
prior  to or at the Time of Closing of each of the following conditions (any one
or  more  of  which  may,  in the absolute discretion of Purchaser, be waived by
Purchaser):

     (a)     REPRESENTATIONS.  The  representations  and  warran-ties  of  the
Shareholders  and  the Company contained herein shall be true and correct in all
material  respects  at  and  as  of  the Time of Closing with the same effect as
though made at and as of the Time of Closing, except for changes contemplated by
this  Agreement.

     (b)     COVENANTS.  The  Sellers  shall have duly performed and complied in
all  material  respects  with  all  agree-ments  and  covenants required by this
Agreement  to  be  performed or complied with by them prior to or at the Time of
Closing.

     (c)     NO  INJUNCTIONS.  No  suit,  action, appraisal, or other proceeding
shall be pending, asserted, or threatened before any court or other governmental
agency  in  which  it  is sought to, and no order shall have been entered by any
court  having juris-diction of the subject matter of this Agreement to, restrain
or  prohibit or to obtain criminal or civil penalties or damages or other relief
in  connection  with  this  Agreement  or  the consumma-tion of the transactions
contemplated  hereby.

     (d)     SHAREHOLDERS'  AGREEMENT  TO  NOT  COMPETE.  The Shareholders shall
have  executed  and delivered to Purchas-er a reasonable covenant not to compete
attached  as  EXHIBIT  "D".

     (e)     EMPLOYMENT  AGREEMENT.  Purchaser shall have executed an Employment
Agreement with Kevin Dahlke on the terms and conditions set forth in the form of
EXHIBIT  "C".

     (f)     SHAREHOLDER  APPROVAL.  The  Company  shall  have  received  an
affirmative  vote  of a sufficient number of Acquired Shares for approval of the
merger  transaction  contemplated hereunder as determined in the sole discretion
of  ESCO.

     (g)     RECEIPT  OF  WAIVER.  The  Company  shall have received the spousal
waiver  of  the Shareholders' spouses concerning the sale of the Acquired Shares
in  a  form  satisfactory  to  ESCO  and  as  set  forth  on  EXHIBIT  "J".


<PAGE>
     13.     CONDITIONS  PRECEDENT  TO  THE  OBLIGATION  OF  THE  SELLERS.  All
obligations  of  the  Sellers hereunder to sell the Shares and the assets of the
Company  to Purchaser are subject to the fulfillment, prior to or at the Time of
Closing,  of  each  of the following conditions (any one or more of which may in
the  discretion  of  the  Sellers,  be  waived  by  it,  them  or  him):

     (a)     REPRESENTATIONS.  The  representations and warran-ties of Purchaser
contained herein shall be true and correct in all material respects at and as of
the Time of Closing with the same effect as though made at and as of the time of
Closing,  except  for  changes  contemplated  by  this  Agreement.

     (b)     COVENANTS.  Purchaser  shall  have  performed and complied with all
agreements  and covenants required by this Agreement to be performed or complied
with  by  it  prior  to  or  at  the  Time  of  Closing.

     (c)     GOOD  STANDING.  ESCO  is  a  Delaware  corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction of its
organization.  ESCO  Acq.  is  a  Delaware  corporation  duly organized, validly
existing,  and  in  good  standing  under  the  laws  of the jurisdiction of its
organization.

     (d)     BINDING  OBLIGATION.  This  Agreement,  the Exhibits, and the other
instruments  contemplated  by  this  Agreement to be exe-cuted by Purchaser have
been  duly  authorized, executed and delivered by Purchaser and constitute valid
and  legally  binding  obligations  of  Purchaser enforceable in accordance with
their  terms,  except  as the enforcement thereof may be limited by bank-ruptcy,
insolvency,  or  similar  laws  affecting  creditors'  rights  generally.

     (e)     AUTHORIZATION.  All consents and authorizations by, and all filings
with,  governmental authorities relating to the transactions contemplated hereby
shall  have  been  obtained  or  made  without  the  imposition of conditions or
limitations  reasonably-  unsatisfactory  to  Purchaser.  Those  conditions  or
limitations  which are reasonable in the industry the Company transacts business
shall  be  considered  satisfactory  to  Purchaser.

     (f)     NO  INJUNCTIONS.  No  suit,  action, appraisal, or other proceeding
shall be pending, asserted, or threatened before any court or other governmental
agency  in  which  it  is sought to, and no order shall have been entered by any
court  having juris-diction of the subject matter of this Agreement to, restrain
or  prohibit or to obtain criminal or civil penalties or damages or other relief
in  connection  with  this  Agreement  or  the  consummation of the transactions
contemplated  hereby.

     (g)     CONSENTS.  The  terms  of any governmental or lender consents to or
approvals  for the transactions contemplated by this Agreement shall not contain
limitations  or  conditions  mate-rial and adverse which effect the Shareholders
subject  to  his  sale  of  the  Shares.

     14.     INDEMNIFICATION.

     (a)     SHAREHOLDERS.  The  Shareholders  jointly  and  severally  agree to
indemnify  and  hold  harmless  Purchaser  from  and  in  respect of all claims,
demands,  or causes of action including claims for contribution or indemnity and
all losses, liabilities, damages, costs, or expenses incurred by ESCO, including


<PAGE>
attorney fees, court costs and expenses, that result from any misrepresentation,
breach  of  warranty,  or  nonfulfillment  of  any  covenant  on the part of the
Shareholders  under  this  Agreement  or  contained  in any certificate or other
instrument, if any, furnished by or on behalf of the Shareholders or the Company
at  the  Closing.  Without  limiting  the  language  contained  herein,  the
Shareholders will also indemnify, defend and hold harmless the Purchaser and the
Company  from  and  against any losses to which the Company or the Purchaser may
become  subject insofar as such losses arise out of, or are based on, any tax on
or  measured  by  the  net  income of the Company in any period on or before the
Closing  Date  to the extent not reserved for in the financial statements of the
Company.

     (b)     PURCHASER.  ESCO  agrees  to  indemnify  and  hold  harmless  the
Shareholders  from  and  in  respect to all claims, demands, or causes of action
including  claims  for  contribution  or  indemnity and all losses, liabilities,
damages,  costs  or  expenses  incurred  by the Shareholders, including attorney
fees,  court costs and expenses,  that result from any misrepresentation, breach
of  warranty  or nonfulfillment of any covenant on the part of ESCO or ESCO Acq.
under  this  Agreement  or  contained in any certificate or other instrument, if
any,  furnished  by  or  on  behalf  of  ESCO  or  ESCO  Acq.

     (c)     DEFENSE  OF  A  CLAIM.  Upon  the  receipt by an indem-nified party
under  this  Section  of notice of the commencement of any action, including the
lodging  of a complaint, whether formal or informal, judicial or administrative,
such  indemnifying  party  will,  if  a claim with respect thereto is to be made
against  any  indemnified  party  under  this  Section,  notify  in  writing the
indemnifying  party within ten (10) days after such receipt of the com-mencement
thereof.  If  any  such  action is brought against any indemnified party, and it
notifies  an  indemnifying  party  of the commencement thereof, the indemnifying
party  will  be  entitled  to participate therein and, to the extent that it may
wish,  to  assume the defense thereof, with counsel, selected by the indemnified
party, and after giving notice to such indemnified party within thirty (30) days
after  receipt  of notice of claim of its election to assume or deny the defense
thereof  and  the  assumption  by  the  indemnifying party of the defense of the
indemnified party, the indemnifying party will not be liable to such indemnified
party  under  this Section for any legal or other expenses subsequently incurred
by  such  indemnified  party  in connection with the defense thereof, other than
reasona-ble costs of investigation but should remain obligated for any losses or
damages.  The  indemnified  party  shall  give to the indemnifying party and its
representatives  full  access  to  all  records,  books,  contracts,  and  other
information pertaining to or made the subject of the claim, loss, damage, injury
and/or  liability  and  shall  permit such party and its representatives to make
copies  thereof,  which  the  indemnifying party deems reasonably related to and
necessary to adequately defend such claims.  Additionally, the indemnified party
shall  cooperate to the fullest possible extent in the preparation and giving of
such  truthful  testimony  that  the  indem-nifying  party  deems  necessary  to
adequately  defend  such  claims.

     (d)     SETOFF.  If it is determined by the Purchaser subsequent to Closing
that there are liabilities, contracts, liens, encumbrances, accounts payable, or
claims  of  any  nature  that  were  not  properly  reflected  on  the financial
statements,  reports,  schedules or exhibits furnished to the Purchaser prior to
Closing, the Purchaser, after giving notice to Shareholders of its intentions to
do  so  and  the  failure  of  the Shareholders to indemnify ESCO as provided in
Section  13(a),  may  withhold  such  portions  of the cash installments and the
remaining  portions  of  the  purchase  price  of stock set forth hereinabove in
Section  3.1  and Section 7 when due to the Shareholders and use it as an offset
to  pay  the  amounts  claimed  due  and  owing  to  third  parties.


<PAGE>
     (e)     LIMITS.  ESCO  shall  not  be  entitled  to recover or exercise any
offset  for  any  amount for indemnification claims under this Section 14 unless
and  until  the aggregate amount which ESCO is entitled to recover in respect of
such  claims exceeds $5,000 (the "Deductible"), in which event the entire amount
which  Purchaser  is entitled to recover in respect of all such claims, less the
Deductible,  shall be payable; provided, however, the maximum amount recoverable
from  Shareholders  under  Section  14(d)  shall be the Merger Consideration and
Non-Compete  Consideration.  Notwithstanding  anything  contained  herein to the
contrary  and  to  expressly  clarify  the  parties'  position  herein,  the
indemnification  rights  set  forth  in  this Section 14(a) and (b) shall not be
limited to the payment of the Merger Consideration and Non-Compete Consideration
under  the  setoff rights under Section 14(d) and (e), but shall be for the full
amount  of  any  liability,  claim,  demand,  cause of action, damages, costs or
expenses,  all as set forth in Section 14(a) and (b), but only to the extent the
Shareholders  would  or  could  have  been  otherwise personally liable for such
liability, claim, demands, cause of action, damages, costs or expenses under any
applicable  federal,  state  or local statute, law, regulation or otherwise, and
then  only  to  the extent the Company's, ESCO Acquisition's or ESCO's insurance
policies  (including  all  applicable  deductibles)  do  not  cover  such items.

     15.     EXPENSES.  Purchaser  and the Shareholders shall each pay their own
fees  and  expenses  incident  to  the  preparation  of  this  Agreement and the
consummation  of  the  transactions  provided  for  herein.

     16.     NOTIFICATION.  Purchaser  shall  notify  the  Shareholders promptly
after  each condition set forth hereinabove has not been substantially fulfilled
to  its  reasonable satisfaction and shall advise the Shareholders of the status
of  any condition for which no prior notice has been given as to fulfillment and
which  such  nonfulfillment  constitutes  a  breach hereto.  The Purchaser shall
promptly advise the Shareholders when, in its discretion, it has determined that
a  condition has not been substantially fulfilled and that it will not waive the
condition  and upon such notice the Shareholders shall have an additional thirty
(30) day period in which such time he will utilize his best efforts to cure such
problem,  defect  or  infirmity  to  the  Purchaser's  reason-able satisfaction.

     17.     MISCELLANEOUS.

     (a)     TERMINATION  FOR  DELAY.  If  the Shareholders is in default in the
observance  or  in  the  due  and  timely  performance of any of his obligations
hereunder,  and if Purchaser is not then in default in the performance of any of
its  obligations  hereun-der, Purchaser may at any time hereafter terminate this
Agreement  by  giving  written  notice  of  such termination to the other party.

     If  the Purchaser is default in the observance or in the timely performance
of  any  of  its  obligations hereunder, and if the Shareholders are not then in
default  in  the  performance  of  any  of  their  obligations  hereunder,  the
Shareholders  may  at  any  time  hereafter  terminate  this  Agreement-.
Notwithstanding  anything  contained herein to the contrary, either party who is
in  default  may have a sixty (60) day period during which such time it, they or
he  will  utilize its, their or his best efforts to cure such problem, defect or
infirmity  to  the  non-defaulting  party's  reasonable  satisfaction.


<PAGE>
     (b)     AMENDMENT.  This  Agreement may be amended only by an instrument in
writing  executed  by  the  party  against  whom enforcement of the amendment is
sought.

     (c)     NON-ASSIGNABILITY.  Neither  this  Agreement  nor any right created
hereby  shall  be assignable by any party except with the written consent of the
other  party  hereto.

     (d)     NOTICES.  Any  notice  given hereunder must be in writing and given
by depositing the notice in the United States mail, addressed to the party to be
notified,  postage  prepaid  and  registered  or  certified  with return receipt
requested,  or  by  delivering  the  notice  in person.  Notice by mail shall be
effec-tive on the earlier of the third business day after mailing or the date of
receipt either by the party to be notified or its counsel designated below.  For
purposes  of  notice,  the  addresses  of  the  parties  shall  be:

If  to  the  Purchaser:   ESCO  Transportation  Co.
----------------------
                          6505  Homestead
                          Houston,  Texas  77028
                          Attention: Mr. Robert Weaver, President

With  a  copy  to:        Bonnie  E.  Spencer,  Esq.
-----------------
                          Spencer  &  Associates,  P.C.
                          Pan  Jackson  Building
                          4041  Richmond  Ave.,  5th  Floor
                          Houston,  Texas  77027-6837

If to the Shareholders:   Mr. Kevin Dahlke               Mr. David Dahlke
----------------------
                          1100  Lonsdale  Boulevard      3480  Lythrum  Way
                          Northfield, Minnesota 55057    Minnetrista, MN 55364

With a copy to:           William J. O'Brien, Esq.       Clark D. Opdahl, Esq.
--------------
                          Mackall, Crounse & Moore, PLC  Henson & Efron, P.A.
                          1400  AT&T  Tower              400 Second Avenue South
                          901  Marquette  Avenue         Suite  1200
                          Minneapolis,  MN  55402        Minneapolis, MN 55401

If  to  Company:          Quantum Transportation, Inc.
---------------
                          1157 Valley Park Drive, Suite 115
                          Shakopee,  Minnesota  55379

     Any  party may change its address for notice by written notice given to the
other  party  in  accordance  with  this  Subsection.

     (e)     ENTIRE  AGREEMENT.  This  Agreement,  its  attachments and Exhibits
constitutes  the  entire  agreement  among the parties hereto and supersedes any
prior  oral  or  written agreement among the parties with respect to the subject
matter  hereof.


<PAGE>
     (f)     SPECIFIC  PERFORMANCE.  The Company, Purchaser and the Shareholders
acknowledge  that a breach of this Agreement by it or him will cause irreparable
harm  to  the  other  for which there may be no adequate remedy at law, and each
agrees  that  the  other shall be entitled, in addition to its other remedies at
law  (including  actual  and  consequential damages) to specific perform-ance of
this  Agreement  or  any  provision  hereof.

     (g)     GOVERNING  LAW.  This  Agreement  and  the  rights  of  the parties
hereunder shall be governed, construed, and enforced in accordance with the laws
of  the State of Texas, in a court of competent jurisdiction in the state of the
defending  party's  address.

     (h)     CAPTIONS.  The  captions  in  the  Agreement are for convenience of
reference  only  and  shall  not  limit  or otherwise affect any of the terms or
provisions  hereof.

     (i)     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or more
counterparts,  each  of  which  shall  be  deemed an origi-nal, but all of which
together  shall  constitute  one  and  the  same  instrument.

     (j)     SURVIVAL  OF  REPRESENTATIONS,  WARRANTIES,  AND  COVENANTS.  The
representations,  warranties,  and covenants con-tained herein shall survive the
Closing Date, and all statements contained in any certificate, Exhibit, or other
instrument  deliv-ered  by  or  on  behalf  of  the Company, the Shareholders or
Purchaser pursuant to this Agreement, or otherwise made in writing in connection
with  the  transactions  contemplated  hereby,  shall  be  deemed  to  have been
representations  and  warranties  by the Shareholders, the Company, ESCO or ESCO
Acq.,  as  the  case  may  be,  and  shall  survive  the  Closing  Date  and any
investigation made by any party hereto or on its behalf for a period of four (4)
years.

     (k)     SEVERABILITY.  If  any  provision  of  this Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the  term  hereof,  such  provision  shall be fully severable and this Agreement
shall  be  construed  and enforced as if such illegal, invalid, or unenforceable
provi-sion  never  comprised  a part hereof; and the remaining provisions hereof
shall  remain in full force and effect and shall not be affected by the illegal,
invalid  or unenforceable provision or its severance here from.  Furthermore, in
lieu  of  such illegal, invalid or unenforceable provision, there shall be added
automatically  as  part of this Agreement a provision mutually agreeable to both
parties  hereto,  and  as  similar  in  terms  to  such  illegal,  invalid,  or
unenforceable  provision as may be possible and be legal, valid and enforceable.

     (1)     LEASE.  The  Purchaser  shall  lease  the  buildings,  spaces  and
premises  currently  occupied  by  Company,  and  Shareholders  shall  assist in
maintaining  good  faith  relationships  with  the  lessors.

     (m)     RESIGNATION.  Subsequent  to  the  execution  of this Agreement the
Shareholders  will  immediately  tender  their  resigna-tion  as  officers  and
directors  of  the  Company  to  Purchaser.

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


<PAGE>
                                               ESCO:

                                               ESCO  TRANSPORTATION  CO.
ATTEST:

----------------------------                   By:
Secretary                                          -----------------------------
                                                      Mr. Robert Weaver
                                                      Title:  President


<PAGE>
                                               ESCO  TRANSPORTATION  ACQUISITION
                                               CORP.:
ATTEST:

----------------------------                   By:
Secretary                                          -----------------------------
                                                   Its:
                                                       -------------------------


                                               SHAREHOLDERS:


                                               ---------------------------------
                                               Kevin  Dahlke


                                               ---------------------------------
                                               David  Dahlke

                                               QUANTUM  TRANSPORTATION,  INC.
ATTEST:

----------------------------                   By:______________________________
Secretary                                             Mr.  Kevin  Dahlke
                                                      Title:  President


<PAGE>
                                 ACKNOWLEDGMENT
                                 --------------

STATE  OF  MINNESOTA

COUNTY  OF  _______

     BEFORE  ME,  the undersigned Notary Public, on this day personally appeared
KEVIN  DAHLKE,  as  president of QUANTUM TRANSPORTATION, INC., known to me to be
the person whose name is subscribed to the foregoing instrument and acknowledged
to  me  that  he  executed  the  same for the purposes and consideration therein
expressed.

     WITNESS my hand and official seal this ________ day of _____________, 2000.


     (Seal)                                     --------------------------------
                                                Notary  Public  in  and  for
                                                The  State  of  Minnesota


                                 ACKNOWLEDGMENT
                                 --------------

STATE  OF  TEXAS

COUNTY  OF  HARRIS

     BEFORE  ME,  the undersigned Notary Public, on this day personally appeared
ROBERT  WEAVER,  as  president  of ESCO TRANSPORTATION CO. known to me to be the
person  whose name is subscribed to the foregoing instrument and acknowledged to
me  that  he  executed  the  same  for  the  purposes  and consideration therein
expressed.

     WITNESS my hand and official seal this ________ day of _____________, 2000.



     (Seal)                                     --------------------------------
                                                Notary  Public  in  and  for
                                                The  State  of  Texas


<PAGE>
                                 ACKNOWLEDGMENT
                                 --------------

STATE  OF  TEXAS

COUNTY  OF  HARRIS


     BEFORE  ME,  the undersigned Notary Public, on this day personally appeared
ROBERT WEAVER, as President of ESCO TRANSPORTATION ACQUISITION CORP. known to me
to  be  the  person  whose  name  is  subscribed to the foregoing instrument and
acknowledged  to me that he executed the same for the purposes and consideration
therein  expressed.

     WITNESS my hand and official seal this ________ day of _____________, 2000.



     (Seal)                                     --------------------------------
                                                Notary  Public  in  and  for
                                                The  State  of  Texas


                                 ACKNOWLEDGMENT
                                 --------------

STATE  OF  MINNESOTA

COUNTY  OF  _________


     BEFORE  ME,  the undersigned Notary Public, on this day personally appeared
KEVIN  DAHLKE,  known  to  me  to  be the person whose name is subscribed to the
foregoing  instrument  and  acknowledged to me that he executed the same for the
purposes  and  consideration  therein  expressed.

     WITNESS my hand and official seal this ________ day of _____________, 2000.


     (Seal)                                     --------------------------------
                                                Notary  Public  in  and  for
                                                The  State  of  Minnesota


<PAGE>
                                 ACKNOWLEDGMENT
                                 --------------

STATE  OF  MINNESOTA

COUNTY  OF  _________


     BEFORE  ME,  the undersigned Notary Public, on this day personally appeared
DAVID  DAHLKE,  known  to  me  to  be the person whose name is subscribed to the
foregoing  instrument  and  acknowledged to me that he executed the same for the
purposes  and  consideration  therein  expressed.

     WITNESS my hand and official seal this ________ day of _____________, 2000.


     (Seal)                                     --------------------------------
                                                Notary  Public  in  and  for
                                                The  State  of  Minnesota


<PAGE>
                                    EXHIBIT A
                              List of Shareholders
                              --------------------

Name of Shareholder                 Number of Shares             Certificate No.
-------------------                 ----------------             ---------------

David  Dahlke                             500                           1

Kevin  Dahlke                             500                           2


<PAGE>
                                    EXHIBIT B
                            Form of Escrow Agreement
                            ------------------------


<PAGE>
                                    EXHIBIT C
                          Form of Employment Agreement
                          ----------------------------


<PAGE>
                                    EXHIBIT D
                          Form of Non-Compete Agreement
                          -----------------------------


<PAGE>
                                    EXHIBIT E
                                   Liabilities
                                   -----------

Potential  claim  of  a  former salaried employee, Sally Green, (employed by the
California office of the Company) for allegations of overtime pay due and owing.
This individual was recently terminated, and the nature and extent of her claims
are  unknown  at  this  time.


<PAGE>
                                    EXHIBIT F
                                Shareholder Loans
                                -----------------

                                      None


<PAGE>
                                    EXHIBIT G
                    Subsidiaries and Other Business Interests
                    -----------------------------------------

51%  membership  interest  in  Pacific  Coast  Transportation,  LLC, a Minnesota
limited  liability  company  which  is  inactive  at  this  time.


<PAGE>
                                    EXHIBIT H
                            Quantum Material Changes
                            ------------------------

                                      None


<PAGE>
                                    EXHIBIT I
                              ESCO Material Changes
                              ---------------------

                                      None


<PAGE>
                                    EXHIBIT J
                             Form of Spousal Waiver
                             ----------------------


<PAGE>

                                       NL
                                  Null Lairson
                          CERTIFIED PUBLIC ACCOUNTANTS
                            PROFESSIONAL CORPORATION








Securities  and  Exchanges  Commission
Washington,  D.C.  20549

Gentlemen:

We  were  previously  principal accountants for ESCO Transportation, Co., and we
have  reviewed  the  disclosure contained in Form 10-KSB for year ended December
31,  1998  inc1uding  Item  8,  regarding  changes  in  and  disagreements  with
accountants  on  accounting  and financial disc1osure regarding the Registrant's
certifying  accountant  and  we  agree  with  the  statements  made  therein.

Very  truly  yours,



/S/  Null  Lairson,  P.C.
Null  Lairson,  P.C.
Certified  Public  Accountants




       11 Greenway Plaza, Suite 1515, Houston, TX  77046  (713) 621-1515
                                   (713) 621-1570

    Sugar Creek Center Blvd, Suite 1150, Sugar Land, TX  77478  (281) 242-8600
                                   (281) 242-7333



<PAGE>