Exhibit 10.12

                      AMENDED AND RESTATED LOAN AGREEMENT

        This AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 10, 2005,
is between CAROLINA NATIONAL TRANSPORTATION INC., an Indiana corporation
("Carolina"); GULF LINE TRANSPORT INC., an Indiana corporation ("Gulf
Line"); FIVE STAR TRANSPORT, INC., an Indiana corporation ("Five Star"); CAM
TRANSPORT, INC., an Indiana corporation ("Cam"); UNITY LOGISTIC SERVICES
INC., an Indiana corporation ("Unity"); ERX, INC., an Indiana corporation
("ERX"); FRIENDLY TRANSPORT, INC., an Indiana corporation ("Friendly");
TRANSPORT LEASING, INC., an Arkansas corporation ("Transport Leasing");
HARBOR BRIDGE INTERMODAL, INC., an Indiana corporation ("Harbor"); PATRIOT
LOGISTICS, INC., an Indiana corporation ("Patriot"); LIBERTY TRANSPORT, INC.,
an Indiana corporation ("Liberty"); and KEYSTONE LINES CORPORATION, a
California corporation ("Keystone"), (Carolina, Gulf Line, Five Star, Cam,
Unity, ERX, Friendly, Transport Leasing, Harbor, Patriot, Liberty, and
Keystone-Indiana are hereinafter each referred to each as a "Borrower
Entity", and collectively as the "Borrower"); US 1 INDUSTRIES, INC., an
Indiana corporation ("Guarantor"); and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, formerly known as FIRSTAR BANK N.A.
("Lender").

                              PRELIMINARY STATEMENT


        The Borrower has previously entered into a Loan Agreement with
Lender dated as of April 18, 2000, and amended as of June 9, 2000, December
7, 2000, March 1, 2001, October 15, 2001, May 1, 2002, August 1, 2002, March
21, 2003, and October 1, 2003 (the April 18, 2000 Loan Agreement, as so
amended, is the "Existing Loan Agreement," and, as amended and restated by
this agreement, constitutes the "Loan Agreement").

        Lender has agreed to amend and restate the Existing Loan Agreement
to do the following: (1) waive an event of technical default on the part
of the Borrower with respect to the financial covenants contained in Section
7.16 thereof; (2) waive an event of technical default on the part of the
Borrower with respect to the dissolution of Transport Logistics, LLC, an
Arkansas limited liability company ("Transport Logistics"), a borrower under
the Existing Loan Agreement, in contravention of Section 6.1 thereof; (3)
amend said financial covenants for future periods; (4) reflect the termination
of the Equipment Loan, the Guidance Loan and the Second Guidance Loan; and (5)
provide for other matters as set forth herein.

        NOW, THEREFORE, it is hereby agreed as follows:

                        DEFINITIONS AND PRELIMINARY MATTERS

Definitions.

        As used in this Loan Agreement and in the other Loan Instruments,
unless otherwise expressly indicated herein or therein, the following terms
shall have the following meanings (such meanings to be applicable equally
to both the singular and plural forms of the terms defined):




       Accountants: any independent certified public accounting firm selected
by Borrower and satisfactory to Lender.

                  Accounting Changes: as defined in Section 0.

       Accounts: all presently existing and hereafter arising accounts
receivable and other rights to payment owing to Borrower or Guarantor for
goods sold or leased or services rendered by Borrower or Guarantor, whether
or not earned by performance, and any and all credit insurance, guaranties
or security therefor.


       Advance: any advance of the Revolving Loan (including, without
limitation, the payment of any sum pursuant to a Standby Letter of Credit
to the beneficiary named therein).


       Affiliate: any Person that directly or indirectly, through one or
more intermediaries, controls or is controlled by or is under common control
with another Person. The term "control" means having the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities
or equity interests, by contract or otherwise. For the purposes hereof any
Person which owns or controls, directly or indirectly, 10% or more of the
securities or equity interests, as applicable, whether voting or non-voting,
of any other Person shall be deemed to "control" such Person.


       Bankruptcy Code: the United States Bankruptcy Code and any successor
statute thereto, and the rules and regulations issued thereunder, as in
effect from time to time.

          Basic Financial Statements: as defined in subsection 0.


       Borrower: means Carolina National Transportation Inc., an Indiana
corporation; Gulf Line Transport Inc., an Indiana corporation; Five Star
Transport, Inc., an Indiana corporation; Cam Transport, Inc., an Indiana
corporation; Unity Logistic Services Inc., an Indiana corporation; ERX,
Inc., an Indiana corporation; Friendly Transport, Inc., an Indiana
corporation; Transport Leasing, Inc., an Arkansas corporation; Harbor
Bridge Intermodal, Inc., an Indiana corporation; Patriot Logistics, Inc.,
an Indiana corporation; Liberty Transport, Inc., an Indiana corporation;
and Keystone Lines Corporation, a California corporation, and such other
entities owned or controlled by any of the foregoing or US 1 Industries,
Inc., an Indiana corporation, which elect to be designated as a Borrower
hereunder in writing and on terms satisfactory to Lender, and to which
Lender agrees in writing to extend credit hereunder and to designate as
an additional Borrower.

       Borrower's Obligations: (i) any and all Indebtedness due or to
become due, whether contingent or otherwise, now existing, or hereafter
arising, of Borrower to Lender pursuant to the terms of this Loan Agreement
or any other Loan Instrument, and (ii) the performance of the covenants of
Borrower contained in the Loan Instruments, including without limitation
any amendments thereof.

       Business Day: any day other than a Saturday, Sunday or other day on
which banks in Chicago, Illinois are required or authorized to close.


       Business Insurance: such property, casualty, liability, business
interruption and other insurance as Lender from time to time requires
Borrower and Guarantor to maintain.


       Capital Expenditures: payments that are made or liabilities that are
incurred by a Person for the lease, purchase, improvement, construction or
use of any Property, the value or cost of which under GAAP is required to


be capitalized and appears on such Person's balance sheet in the category
of property, plant or equipment, without regard to the manner in which such
payments or the instruments pursuant to which they are made are
characterized, and shall include, without limitation, payments for or
liabilities incurred with respect to the installment purchase of Property
and payments under Capitalized Leases.

       Capitalized Lease: any lease of Property, the obligations for the
rental of which are required to be capitalized in accordance with GAAP.

       Closing: the execution and delivery of this Agreement and all
ancillary documents and instruments.


       Closing Date: the date upon which the Closing occurred, March 10,
2005.

       Code: the Internal Revenue Code of 1986, as amended, and any
successor statute thereto, and the rules and regulations issued thereunder,
as in effect from time to time.

       Collateral: the Accounts and all existing and after-acquired Property
of Borrower and Guarantor, including without limitation all existing and
after-acquired, equipment, inventory and general intangibles, and all
proceeds of the foregoing.

       Compliance Certificate: a compliance certificate executed by Borrower
in the form of Exhibit 1.1(A) attached hereto.

       Corporate Guaranty: the unlimited secured corporate guaranty of US 1
Industries, Inc., Borrower's parent company, in form and substance
satisfactory to Lender, wherein Guarantor shall guarantee all of Borrower's
Obligations.

       Default Rate: the Interest Rate, as defined herein, plus 2.0% per
annum.

       Default Rate Period: a period of time commencing on the date that an
event of Default has occurred and ending on the date that such Event of
Default is cured or waived.

       Dollars: lawful currency of the United States.



       EBITDA: for any period, without duplication, the net income of
Borrower or Guarantor for such period:

plus the sum of the following, to the extent deducted in determining such
net income for such period:

        (i) losses from sales, exchanges and other dispositions of Property
not in the ordinary course of business;

        (ii) interest paid or accrued on Indebtedness, including, without
limitation, interest on Capitalized Leases that is imputed in accordance
with GAAP;

        (iii) depreciation and amortization of assets during such period;
and

        (iv) charges against net income for taxes;

minus gains from sales, exchanges and other dispositions of Property or
other extraordinary gains not in the ordinary course of business.

       Eligible Accounts Receivable:  The total amount of the Accounts
from completed transactions after deducting (i) Accounts over 75 days past
invoice date; (ii) intercompany Accounts; (iii) foreign Accounts; (iv)
Accounts to the extent subject to customer setoffs; (v) Accounts for which
the portion of the Account aged 75 days past the invoice date is in excess
of 50% of the total indebtedness owed to any of the Borrower Entities by the
account debtor; (vi) Accounts for which the account debtor is a Governmental
Body, except those for which the account debtor is the government of the
United States of America, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof and with respect to
which all conditions to the pledge of and perfection of a first lien interest
in such Accounts under the federal Assignment of Claims Act codified as 41
USC 15 and 31 USC 3727, as amended, on terms satisfactory to Lender, have
been satisfied; and (vii) such other reserves as Lender may reasonably deem
appropriate.

       Employee Benefit Plan: any employee benefit plan within the meaning of
Section 3(3) of ERISA which (i) is maintained for employees of Borrower or
any ERISA Affiliate or (ii) has at any time within the preceding six years
been maintained for the employees of Borrower or any current or former ERISA
Affiliate.

       Environmental Laws: any and all federal, state and local laws that
relate to or impose liability or standards of conduct concerning public or
occupational health and safety or protection of the environment, as now or
hereafter in effect and as have been or hereafter may be amended or
reauthorized, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.),
the Hazardous Materials Transportation Act (42 U.S.C. Section 1802 et seq.),
the Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.), the
Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), the
Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the Clean Air
Act (42 U.S.C. Section 7901 et seq.), the National Environmental Policy Act
(42 U.S.C. Section 4231, et seq.), the Refuse Act (33 U.S.C. Section 407,
et se .), the Safe Drinking Water Act (42 U.S.C. Section 300(f) et seq.),
the Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.), and
all rules, regulations, codes, ordinances and guidance documents promulgated
or published thereunder, and the provisions of any licenses, permits, orders
and decrees issued pursuant to any of the foregoing.

       ERISA: the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, and the rules and regulations
issued thereunder, as in effect from time to time.

       ERISA Affiliate: any Person who is a member of a group which is under
common control with Borrower or Guarantor, who together with Borrower or
Guarantor is treated as a single employer within the meaning of Section 414
(b), (c) and (m) of the Code.

       Event of Default: any of the Events of Default set forth in Section
8. 1.

       Excess Interest: as defined in subsection 2.3.3.

       Existing Indebtedness: all Indebtedness for Borrowed Money owed by
Borrower, immediately prior to the Closing, other than Permitted Senior
Indebtedness and Permitted Subordinated Indebtedness permitted to exist
hereunder on the Closing Date.

       Funding Date: the date of disbursement of any Advance, which shall
be a Business Day.

       GAAP: generally accepted accounting principles in effect from time
to time, which shall include but shall not be limited to the official
interpretations thereof by the Financial Accounting Standards Board or
any successor thereto.

       Good Funds: Dollars available in federal funds to Lender at or

before 2:00 p.m., Chicago time, on a Business Day.

       Governmental Body: any foreign, federal, state, municipal or other
government, or any department, commission, board, bureau, agency, public
authority or instrumentality thereof or any court or arbitrator.

       Hazardous Materials: any hazardous, toxic, dangerous or other waste,
substance or material defined as such in, regulated by or for purposes of
any Environmental Law.

       Incipient Default: any event or condition which, with the giving
of notice or the lapse of time, or both, would become an Event of Default.

       Indebtedness: all liabilities, obligations and reserves, contingent
or otherwise, which, in accordance with GAAP, would be reflected as a
liability on a balance sheet or would be required to be disclosed in a
financial statement, including, without duplication: (i) Indebtedness for
Borrowed Money, (ii) obligations secured by any Lien upon Property, (iii)
guaranties, letters of credit and other contingent obligations, and (iv)
liabilities in respect of unfunded vested benefits under any Pension Plan or
in respect of withdrawal liabilities incurred under ERISA by Borrower,
Guarantor or any ERISA Affiliate to any Multi-employer Plan.



       Indebtedness for Borrowed Money: without duplication, all
Indebtedness (i) in respect of money borrowed, (ii) evidenced by a note,
debenture or other like written obligation to pay money (including, without
limitation, all of Borrower's Obligations and Permitted Senior
Indebtedness), (iii) in respect of rent or hire of Property under
Capitalized Leases or for the deferred purchase price of Property, (iv) in
respect of obligations under conditional sales or other title retention
agreements, and (v) all guaranties of any or all of the foregoing.

       Instruments: the Loan Instruments.

       Intellectual Property: collectively, all of Borrower's and Guarantor's
patents, trademarks, service marks, trade names, copyrights, franchises and
all other intellectual property rights with respect thereto.

       Interest Rate:  with respect to the Revolving Loan, the interest
which the Revolving Loan bears, other than during a Default Rate Period, as
provided in Section 0.

       Inventory: all present and future inventory in which Borrower has any
interest, including, without limitation, all goods held for sale, lease or
other disposition by Borrower, or to be furnished under a contract of service,
and all of Borrower's present and future raw materials, work in process,
finished goods, goods consigned to Borrower to the extent of Borrower's
interest therein as consignee, materials and supplies of any kind, nature or
description which are or might be used in connection with the manufacture,


packing, shipping, advertising, selling or furnishing of any such goods and
all documents of title or other documents representing the same.

       Landlord: a lessor under a Lease.

       Landlord's Consent: a landlord's consent in form and substance
reasonably satisfactory to Lender.

       Lease: any lease of real estate under which Borrower or Guarantor is,
or will be, the lessee.

       Leasehold Property: any real estate which is the subject of a Lease.

       Lender: Firstar Bank N.A., a national banking association, its
successors and assigns.

       Lien: any mortgage, deed of trust, pledge, assignment, lien, charge,
encumbrance or security interest of any kind, or the interest of a vendor or
lessor under any conditional sale agreement, Capitalized Lease or other title
retention agreement.

       Loan Agreement: this Loan Agreement and any amendments or supplements
hereto.

       Loan Instruments:

(i) 	  Loan Agreement;
(ii) 	  Revolving Loan Note;
(iii)   Corporate Guaranty;
(iv) 	  Security Instruments;
(v) 	  Closing Certificate;
(vi) 	  Subordination Agreements;
(vii)   Personal Guaranties;
(viii)  Reaffirmations of Personal Guaranties;
(ix) 	  Corporate Guaranty;
(x) 	  Reaffirmation of Corporate Guaranty;
(xi) 	  Standby Letter of Credit;
(xii)   Application and Agreement for Standby Letter of Credit;
(xiii)  Continuing Reimbursement Agreement for Standby Letters of Credit;
        and
(xiv)   such other instruments and documents as Lender may reasonably
        require in connection with the transactions contemplated by this
        Loan Agreement;

as the same may be amended and/or restated from time to time, including
without limitation as amended by or pursuant to the Existing Loan Agreement,
as amended and restated by this Loan Agreement.

       Material Adverse Effect: (i) a material adverse effect upon the
business, operations, Property, prospects, profits or financial condition of
Borrower or Guarantor or upon the validity, enforceability or priority of the
Security Interests or (ii) a material impairment of the ability of Borrower or
Guarantor or any other obligor to perform its obligations under any Loan
Instrument to which it is a party or of Lender to enforce or collect any of
Borrower's or Guarantor's Obligations.


       Maximum Rate: as defined in subsection 2.3.3.

       Multiemployer Plan: any multiemployer plan as defined pursuant to
Section 3(37) of ERISA to which Borrower or Guarantor or any ERISA Affiliate
makes, or accrues an obligation to make, contributions, or has made, or been
obligated to make, contributions within the preceding six years.

       Net Income: shall have the meaning accorded to such term by GAAP.

       Operating Agreement: any joint venture agreement, supply agreement,
requirements contracts, equipment lease, right-of-entry agreement, access
agreement, vendor agreement, distributing agreement, service agreement,
advertising contract, employment agreement, management agreement,
collective bargaining agreement or other similar agreement relating to
the operation of Borrower's or Guarantor's business.

       Pay-Off Letter: a pay-off letter from each holder of the Existing
Indebtedness addressed to Lender.

       PBGC: the Pension Benefit Guaranty Corporation or any Governmental
Body succeeding to the functions thereof

       Pension Plan: any Employee Benefit Plan, other than a Multiemployer
Plan, which is subject to the provisions of Part 3 of Title I of ERISA,
Title IV of ERISA, or Section 412 of the Code and which (i) is maintained
for employees of Borrower or Guarantor or any ERISA Affiliate, or (ii) has
at any time within the preceding six years been maintained for the employees
of Borrower or Guarantor or any of its current or former ERISA Affiliates.





       Permitted Liens: any of the following Liens:

        (i) the Security Interests;

        (ii) the Permitted Senior Indebtedness Liens;

        (iii) Liens for taxes or assessments and similar charges, which
either are (A) not delinquent or (B) being contested diligently and in good
faith by appropriate proceedings, and as to which Borrower and Guarantor has
set aside reserves on its books in accordance with GAAP;

        (iv) statutory Liens, such as mechanic's, material-man's,
repairmen's, warehouseman's, carrier's, landlord's, banks and related rights
of set-off, or other like Liens, incurred in good faith in the ordinary
course of business, provided that the underlying obligations relating to such
Liens are paid in the ordinary course of business, or are being contested
diligently and in good faith by appropriate proceedings and as to which
Borrower and Guarantor has set aside reserves on its books in accordance
with GAAP, or the payment of which obligations are otherwise secured in a
manner satisfactory to Lender;

        (v) zoning ordinances, easements, licenses, reservations, provisions,
covenants, conditions, waivers or restrictions on the use of Property and
other title exceptions, in each case, that are acceptable to Lender;

        (vi) Liens in respect of judgments or awards with respect to which
no Event of Default would exist pursuant to subsection 8.1.6;

        (vii) Liens to secure payment of insurance premiums (A) to be paid
in accordance with applicable laws in the ordinary course of business
relating to payment of worker's compensation, or (B) that are required for
the participation in any fund in connection with worker's compensation,
unemployment insurance, old-age pensions or other social security programs;
and

        (viii) the interest or title of a lessor under the stated terms of
any Lease to which a Borrower is a party.


       Permitted Prior Liens: any of the following Liens:


        (i) the Permitted Senior Indebtedness Liens;

        (ii) the Permitted Liens described in clauses (iii), (iv) and (viii)
of the definition of Permitted Liens that are accorded priority to the
Security Interests by law; and

        (iii) the Permitted Liens described in clauses (v) and (vii) of the
definition of Permitted Liens, subject to the limitations or requirements
set forth therein.



       Permitted Senior Indebtedness: Indebtedness, other than Borrower's
Obligations, incurred by Borrower to purchase tangible personal property or
Indebtedness incurred by Borrower to lease tangible personal property
pursuant to Capitalized Leases, provided that (i) the aggregate amount of
such Indebtedness outstanding as of the Closing Date shall not exceed
$50,000, and (ii) prior to the Revolving Loan Maturity Date, the amount of
such Indebtedness at any one time outstanding shall not exceed $50,000 and
(iii) no Event of Default exists at the time or will be caused as a result
of the incurrence of any Indebtedness described in clause (ii).

       Permitted Senior Indebtedness Liens: Liens that secure Permitted
Senior Indebtedness, provided that (i) each such Lien attaches only to the
Property purchased or leased with the proceeds of the Permitted Senior
Indebtedness incurred with respect to such Property and (ii) Lender is granted
a Lien upon such Property, subordinate only to the Lien granted to the holder
of the applicable Permitted Senior Indebtedness.

       Permitted Subordinated Indebtedness: means the indebtedness of
Borrower and Guarantor to Michael Kibler, Harold Antonson, and August
Investment Partnership, set forth in Exhibit 5.16 hereto, which the holders
of such indebtedness have agreed to subordinate to the senior rights of
Lender, pursuant to a Subordination Agreement of even date between Lender and
the holders of such indebtedness.

       Person: any individual, firm, corporation, limited liability company,
business enterprise, trust, association, joint venture, partnership,
Governmental Body or other entity, whether acting in an individual,
fiduciary or other capacity.

       Personal Guarantees:  the individual guarantees of Michael Kibler

and Harold Antonson limited to $1,500,000 per guaranty.

       Personal Guarantors: Michael Kibler and Harold Antonson, both of whom
are directors, officers and principal shareholders of Guarantor and are
officers and directors of Borrower.

       Prime Rate: the per annum rate of interest announced or published
publicly from time to time by Lender as its corporate base (or equivalent)
rate of interest, which rate shall change automatically without notice and
simultaneously with each change in such corporate base rate. The Prime Rate
is a reference rate and does not necessarily represent the lowest or prime
rate actually charged to any customer by Lender.

       Principal Balance: the unpaid principal balance of the Revolving Loan.


       Property: all types of real, personal or mixed property and all types
of tangible or intangible property.

       Qualified Depository: a member bank of the Federal Reserve System
having a combined capital and surplus of at least $100,000,000.


       Real Property: all interests in real estate owned by Borrower other
than the Leasehold Property.

       Revolving Loan: the revolving loan made by Lender to Borrower pursuant
to Section 2.1.

       Revolving Loan Commitment:  $10,000,000.

       Revolving Loan Maturity Date: the earlier of (i) October 1, 2005 or
(ii) the date on which Borrower's Obligations are accelerated pursuant to the
Loan Agreement.

       Revolving Loan Note: the promissory note executed by Borrower payable
to the order of Lender in the amount of the Revolving Loan Commitment, dated
as of April 18, 2000, and as further amended and restated as of June 9, 2000,
December 7, 2000, October 15, 2001, May 1, 2002, August 1, 2002, March 21,
2003, and October 1, 2003.

       Securities Act: the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, as in effect from time to
time.

       Security Agreement: the security agreements executed by Borrower and
Guarantor in favor of Lender.

       Security Instruments: collectively, the Security Agreement and any
other document now or hereafter executed by Borrower or Guarantor which
purports to create a Lien on the Property of Borrower or Guarantor in favor
of Lender.

       Security Interests: the Liens in the Collateral granted to Lender
pursuant to the Security Instruments.

       Solvency Certificate: a solvency certificate executed by Borrower
to Lender.

       Standby Letters of Credit:  standby letters of credit issued by
Lender at the request of Borrower, from time to time, in a form acceptable
to Lender, in an aggregate face amount of up to the lesser of $850,000 or
the available portion of the Revolving Loan Commitment, to be issued in favor
of the beneficiary named therein, on the terms and conditions set forth in
the Loan Agreement.

       Stated Rate: as defined in subsection 2.3.3.

       Subordination Agreement: means a subordination agreement of even
date between Lender and the holders of the Permitted Subordinated
Indebtedness, wherein the holders of such junior and subordinate
indebtedness have agreed to subordinate their rights and claims to the
senior rights of Lender.

       Tangible Net Worth: at any date, means Guarantor's net worth at such
date after subtracting therefrom the aggregate amount at such date of any
intangible assets of Borrower, including, without limitation, prepaid

amounts, goodwill, franchises, licenses, patents, trademarks, trade names,
copyrights, service marks and brand names.

       Termination Event: (i) a "Reportable Event" described in Section 4043
of ERISA and the regulations issued thereunder; or (ii) the withdrawal of
Borrower, Guarantor or any ERISA Affiliate from a Pension Plan during a plan
year in which it was a "substantial employer" as defined in Section 4001(a)
(2); or (iii) the termination of a Pension Plan, the filing of a notice of

intent to terminate a Pension Plan or the treatment of a Pension Plan
amendment as a termination under Section 4041 of ERISA; or (iv) the
institution of proceedings to terminate, or the appointment of a trustee
with respect to, any Pension Plan by the PBGC; or (v) any other event or
condition which would constitute grounds under Section 4042(a) of ERISA for
the termination of, or the appointment of a trustee to administer, any
Pension Plan; or (vi) the partial or complete withdrawal of Borrower,
Guarantor or any ERISA Affiliate from a Multiemployer Plan; or (vii) the
imposition of a lien pursuant to Section 412 of the Code or Section 302 of
ERISA; or (viii) any event or condition which results in the reorganization
or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA;
or (ix) any event or condition which results in the termination of a
Multiemployer Plan under Section 4041A of ERISA or the institution by the
PBGC of proceedings to terminate a Multiemployer Plan under Section 4042
of ERISA.

       Total Liabilities: any date means the aggregate amount of all
Indebtedness of Borrower at such date.

Time Periods.

        In this Loan Agreement and the other Loan Instruments, in the
computation of periods of time from a specified date to a later specified
date, (i) the word "from" means "from and including," (ii) the words "to"
and "until" each mean "to, but excluding" and (iii) the words "through,"
"end of' and "expiration" each mean "through and including." Unless
otherwise specified, all references in this Loan Agreement and the other
Loan Instruments to (i) a "month" shall be deemed to refer to a calendar
month, (ii) a "quarter" shall be deemed to refer to a calendar quarter and
(iii) a "year" shall be deemed to refer to a calendar year.

Accounting Terms and Determinations.

        All accounting terms not specifically defined herein shall be
construed, all accounting determinations hereunder shall be made and all
financial statements required to be delivered pursuant hereto shall be
prepared in accordance with GAAP as in effect at the time of such
interpretation, determination or preparation, as applicable. In the event
that any Accounting Changes occur and such changes result in a change in the
method of calculation of financial covenants, standards or terms contained
in this Loan Agreement, then Borrower and Lender agree to enter into
negotiations to amend such provisions of this Loan Agreement so as to
reflect such Accounting Changes with the desired result that the criteria

for evaluating the financial condition of Borrower shall be the same after
such Accounting Changes as if such Accounting Changes had not been made. For
purposes hereof, "Accounting Changes" shall mean (i) changes in GAAP required
by the promulgation of any rule, regulation, pronouncement or opinion by
he Financial Accounting Standards Board (or any successor thereto) or other
appropriate authoritative body and (ii) changes in accounting principles as
approved by the Accountants.





References.

        All references in this Loan Agreement to "Article," "Section,"
"subsection," "subparagraph," "clause" or "Exhibit," unless otherwise
indicated, shall be deemed to refer to an Article, Section, subsection,
subparagraph, clause or Exhibit, as applicable, of this Loan Agreement.


Lender's Discretion.

        Whenever the terms "satisfactory to Lender," "determined by Lender,"
"acceptable to Lender," "Lender shall elect," "Lender shall request," "at
the option or election of Lender," or similar terms are used in the Loan
Instruments, except as otherwise specifically provided therein, such terms
shall mean satisfactory to, at the election or option of, determined by,
acceptable to or requested by Lender, in its sole and unlimited discretion.

Borrower's or Guarantor's Knowledge.

        Any statements, representations or warranties that are based upon
the best knowledge of Borrower or Guarantor or an officer thereof shall be
deemed to have been made after due inquiry by Borrower, Guarantor or such
officer, as applicable, with respect to the matter in question.

       1.7	Continued Effectiveness of Previously-Executed Loan Instruments.

        The Borrower Entities and Guarantor hereby acknowledge that they
have previously entered into and executed Security Agreements dated as of
April 18, 2000 (in the case of Carolina, Gulf Line, Five Star, and
Guarantor), as of December 7, 2000 (in the case of Cam), as of October 15,
2001 (in the case of Unity, ERX, Friendly, and Transport Leasing), as of
May 1, 2002 (in the case of Harbor), as of March 21, 2003 (in the case of
Patriot and Liberty), (collectively, the "Existing Security Agreements"),
with Lender, by which certain assets of the Borrower and the Guarantor
were pledged to secure Borrower's Obligations (as that term is defined in
the Loan Agreement).

 The Borrower and the Guarantor do hereby acknowledge that Borrower's
Obligations, as that term is used in the Loan Agreement and the Existing
Security Agreements, means Borrower's Obligations under the Loan Agreement,
and includes, without limitation, the obligation to repay as and when due
any and all amounts advanced by Lender to the Borrower (including borrowers
other than the existing Borrower Entities), or any of them, together with
interest thereon, as provided in the Revolving Loan Note, and do hereby
reaffirm their obligations thereunder.

       1.8	Waiver of Certain Defaults.

        The Existing Loan Agreement requires that Borrower not permit the
ratio of Unsubordinated Indebtedness to EBITDA to exceed 3.0 to 1 during
any rolling four (4) quarter period.  During the quarter ended June 30,
2004, Borrower allowed said ratio to exceed 3.0 to 1.  The Existing Loan
Agreement also provides that Borrower may not permit any of its constituent
entities to dissolve so long as any of Borrower's Obligations and/or
obligations of the Guarantor remain outstanding.  Prior to the date hereof,
Transport Logistics was dissolved.  Notwithstanding the terms of the
Existing Loan Agreement, Lender hereby waives the foregoing Events of
Default, without waiving its right strictly to enforce the terms of the
Loan Documents in the future.

       1.9	Deliveries of Borrower, Guarantor and Personal Guarantors.

        Simultaneously with the execution hereof, Borrower, Guarantor and
each Personal Guarantor, as the case may be, shall deliver the following to
Lender, duly executed by the parties thereto other than Lender:

i) Reaffirmations of Personal Guaranties of Michael Kibler and Harold
Antonson, in the forms attached hereto as Exhibits A-1 and A-2;

ii) Reaffirmation of Corporate Guaranty of Guarantor, in the form
attached hereto as Exhibit B;

iii) Acknowledgements of the holders of Subordinated Indebtedness of, 1)
the execution of this Amended and Restated Loan Agreement; 2) the
continued effectiveness of those certain Subordination Agreements by and
between Lender and, a) Harold Antonson and Michael Kibler, dated as of
April 18, 2000, as amended pursuant to that certain Amendment to
Subordination Agreement dated as of August 1, 2002, and b) August
Investment Partnership, as amended and restated pursuant to that certain
Amended and Restated Subordination Agreement dated as of August 1, 2002
(collectively, as so amended, the "Subordination Agreements"), in the
forms attached hereto as Exhibits C-1 and C-2;

iv) Certified resolutions for Guarantor and each Borrower Entity;

v) Evidence of good standing for Guarantor and each Borrower Entity;
   and

vi) Opinion letters from Borrower's counsel, Troutman Sanders, LLP, in a
form reasonably satisfactory to Lender's counsel regarding the Borrower's

and the Guarantor's authorization, execution and delivery of this Loan
Agreement, dated as of the date hereof (excluding Keystone), and the
documents referenced herein, and the incorporation or organization, as the
case may be, and the good standing, of each Borrower and of the Guarantor as
of the date hereof.


                      LOANS AND TERMS OF PAYMENT

Revolving Loan.


Amount and Disbursement.

Advances of the Revolving Loan and Issuance of Standby Letters of Credit.
Upon the terms and subject to the conditions herein set forth, Lender agrees
to make Advances of the Revolving Loan to Borrower from time to time from
the Closing Date to the Revolving Loan Maturity Date in an aggregate amount
outstanding at any one time not in excess of the Revolving Loan Commitment
then in effect.  Lender agrees to issue Standby Letters of Credit under the
Revolving Loan upon satisfaction of the conditions set forth in subsection
2.1.1(b) below.  The issuance of a Standby Letter of Credit shall immediately
reduce the amount of the Revolving Loan Commitment available for Advances by
the face amount of that Standby Letter of Credit. A draw against a Standby
Letter of Credit shall constitute an Advance of the Revolving Loan, and any
Indebtedness with respect to a Standby Letter of Credit or the reimbursement
obligations pursuant thereto shall be evidenced by the Note and secured by
the Security Agreement and the other Loan Documents;

Conditions to Issuance of a Standby Letter of Credit.  As preconditions to
the issuance of a Standby Letter of Credit, Lender shall require the
following:

(i)	The conditions attendant to an Advance of the Revolving Loan shall
be satisfied; and

(ii)	One or more Borrower Entities shall execute and deliver Lender's
Application and Agreement for Standby Letter of Credit and Lender's
Continuing Reimbursement Agreement for Standby Letters of Credit, on the
forms provided by and acceptable to Lender, as said documents may be amended
or replaced from time to time, together with such other documentation as
Lender may request in support thereof (collectively, the "Letter of Credit
Documents"), at least five (5) Business Days prior to the proposed date of
issuance of a Standby Letter of Credit.  In the event of any conflict
between the terms of this Loan Agreement and the Letter of Credit Documents,
the former shall control;

Payments.  In determining whether to pay under a Standby Letter of Credit,
Lender shall not have any obligation to the Borrower or Guarantor other than
to confirm that any documents required to be delivered under such Standby
Letter of Credit appear to have been delivered and appear to comply on their
face with the requirements of such Standby Letter of Credit.  Any action
taken or omitted by Lender under or in connection with any Standby Letter
of Credit, if taken or omitted in the absence of gross negligence and
willful misconduct, shall not impose upon Lender any liability to the
Borrower or Guarantor and shall not reduce or impair Borrower's
reimbursement obligations thereunder;

Term and Renewals.  A Standby Letter of Credit may be issued for a term of up
to one year, and, if Lender thereafter agrees, may be renewed for such
additional periods as Lender may agree to, provided however, that the
expiration date of a Standby Letter of Credit may not extend beyond the
Revolving Loan Maturity Date;

Fees.  A letter of credit fee in the amount of two percent (2%) of the
face value of each Standby Letter of Credit issued hereunder shall be paid
to Lender upon the date of issuance, and upon each anniversary thereof, for
so long as that Standby Letter of Credit remains outstanding;

Obligations Absolute.  The Borrower's obligations to repay any Indebtedness
arising from a draw on a Standby Letter of Credit shall be shall be absolute
and unconditional, irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against Lender that Lender
shall not be responsible for, and the Borrower's obligation to reimburse sums
paid under a Standby Letter of Credit shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements
thereon, even if such documents should in fact prove to be in any respect
invalid or fraudulent, or any dispute between or among any Borrower, the
beneficiaries of the Standby Letter of Credit, and/or Lender.  Lender shall
not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with a Standby Letter of Credit.  The Borrower
agrees that any action taken or omitted by Lender under or in connection
with a Standby Letter of Credit and the related drafts and documents, if
done without gross negligence or willful misconduct, shall be binding upon
the Borrower and shall incur any liability to the Borrower on the part of
Lender;

Actions of Lender.  The Lender shall be entitled to rely, and shall be
fully protected in relying, upon a Standby Letter of Credit and any draft,
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order
or other document believed by it to be genuine and correct and to have been
signed, sent or made by the proper person or persons, and upon advice and
statements of legal counsel, independent accountants and other advisors
selected by the Lender;


INDEMNIFICATION.  THE BORROWER ENTITIES, JOINTLY AND SEVERALLY, SHALL

INDEMNIFY AND HOLD HARMLESS LENDER AND ITS DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS AND DAMAGES, LOSSES
LIABILITIES, COSTS OR EXPENSES WHICH LENDER MAY INCUR (OR WHICH MAY BE
CLAIMED AGAINST LENDER BY ANY PERSON WHATSOEVER) BY REASON OF OR IN
CONNECTION WITH THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR
PAYMENT OR FAILURE TO PAY UNDER A STANDBY LETTER OF CREDIT OR ANY ACTUAL
OR PROPOSED USE OF THE STANDBY LETTER OF CREDIT, provided that the
Borrowers shall not be required to indemnify Lender for any claims,
damages, losses, liabilities, costs or expenses to the extent, but only
to the extent, caused by, (y) the willful misconduct or gross negligence
of Lender in determining whether a request presented under a Standby Letter
of Credit complied with the terms thereof, or (z) Lender's failure to pay
under a Standby Letter of Credit after the presentation to it of a request
strictly complying with the terms and conditions thereof.  Nothing in this
Section 2.1.1 is intended to limit the rights or obligations of the
Borrower under any other provision of this Loan Agreement;

Excessive Borrower's Obligations. If at any time, however, Borrower's
Obligations exceed the Revolving Loan Commitment then in effect, all of
such excess nevertheless shall constitute a part of Borrower's Obligations
and shall be secured by the Security Interests.  Notwithstanding the
references in this Loan Agreement and the Loan Instruments to the various
Borrower Entities as a singular Borrower, each of them acknowledges and
agrees that they are and shall remain jointly and severally liable for all
of Borrower's Obligations.

Revolving Loan Note.

        The Revolving Loan shall be evidenced by the Revolving Loan Note.

Reborrowing.

        Subject to the conditions set forth in this Section 2.1, Borrower
from time to time may reborrow all or any portion of any Advance of the
Revolving Loan which is repaid.




Conditions of Advances of the Revolving Loan.

        The obligation of Lender to disburse any Advance of the Revolving
Loan is subject to the satisfaction of the following conditions precedent:

no Event of Default or Incipient Default shall exist or would be created by
the making of any such Advance;

each such Advance shall be in a minimum amount of $1,000 and integral
multiples of $1,000 in excess of that amount;

Lender shall have received, no later than 2:00 p.m., Chicago time, on
the applicable Funding Date, a Notice of Borrowing from Borrower in the
form of Exhibit 2.1.4 with respect to such Advance;

on the applicable Funding Date, each of Borrower's and Guarantor's
representations and warranties set forth in the Loan Instruments shall
be true and correct in all material respects when made and at and as of
the time of the Funding Date, except to the extent that any such
representations and warranties expressly relate to an earlier date; and
availability shall be limited to Lender's advance of funds not exceeding
seventy-five percent (75%) of Borrower's Eligible Accounts Receivable.

2.1.A	Equipment Loan.

        As of the date of this Loan Agreement, no amounts are due and owing

to Lender under the Equipment Loan.  Borrower and Lender hereby agree to
terminate the Equipment Loan (as that term is defined in the Existing Loan
Agreement), and Borrower hereby acknowledges that no further borrowing shall
be available thereunder.  Lender hereby agrees to cancel the Equipment Loan
Note (as that term is defined in the Existing Loan Agreement) as of the date
hereof and return it to the Borrower, and releases Guarantor and each
Personal Guarantor of all obligations under the Guaranty with respect to
the Equipment Loan.

2.1.B	Guidance Loan.

        As of the date of this Loan Agreement, no amounts are due and owing
to Lender under the Guidance Loan (as that term is defined in the Existing
Loan Agreement).  Borrower and Lender hereby agree to terminate the
Guidance Loan, and Borrower hereby acknowledges that no further borrowing
shall be available thereunder.  Lender hereby agrees to cancel the Guidance
Loan Note (as that term is defined in the Existing Loan Agreement) as of the
date hereof and return it to the Borrower, and hereby releases Guarantor and
each Personal Guarantor of all obligations under the Guaranty with respect
to the Guidance Loan.

2.1.C	Second Guidance Loan.

        As of the date of this Loan Agreement, no amounts are due and owing
to Lender under the Second Guidance Loan (as that term is defined in the
Existing Loan Agreement).  Borrower and Lender hereby agree to terminate the
Second Guidance Loan, and Borrower hereby acknowledges that no further
borrowing shall be available thereunder.  Lender hereby agrees to cancel
the Second Guidance Loan Note (as that term is defined in the Existing Loan
Agreement) as of the date hereof and return it to the Borrower, and releases

Guarantor and each Personal Guarantor of all obligations under the Guaranty
with respect to the Second Guidance Loan.

Use of Proceeds of the Revolving Loan.

        The proceeds of the Revolving Loan shall be used for working capital

and general corporate purposes.


Interest.

2.3.1	Interest Rate.  The Principal Balance of the Revolving Loan shall bear
interest from the date hereof at a rate determined as follows:

If the ratio of Unsubordinated   The interest rate charged effective
Indebtedness to EBITDA is:       the first day of the next quarter
                                 Shall be equal to:

>2.51 to 1				   The Prime Rate in effect from time to time
>2.00 to 1, >= 2.51 to 1	   The Prime Rate in effect from time to time,
                                 less 0.25% per annum

>2.00 to 1				   The Prime Rate in effect from time to time,
                                 less 0.50% per annum

provided, however, that during a Default Rate Period, Borrower's
Obligations shall bear interest at the applicable Default Rate.  For
the purposes of this Section 2.3.1, EBITDA shall be determined based on
a rolling four (4) quarter average.


2.3.2	Interest Computation.

        Interest shall be computed on the basis of a year consisting of 360
days and charged for the actual number of days during the period for which
interest is being charged.  In computing interest, the Funding Date shall
be included and the date of payment shall be excluded.

2.3.3	Maximum Interest.

        Notwithstanding any provision to the contrary contained herein or
in any other Loan Instrument, Lender shall not collect a rate of interest on
any obligation or liability due and owing by Borrower to Lender in excess of
the maximum contract rate of interest permitted by applicable law ("Excess
Interest"). If any Excess Interest is provided for or determined by a court
of competent jurisdiction to have been provided for in this Loan Agreement
or any other Loan Instrument, then in such event (i) Borrower shall not be
obligated to pay such Excess Interest, (ii) any Excess Interest collected by
Lender shall be refunded to the payor thereof, (iii) the interest rates
provided for herein (collectively the "Stated Rate") shall be automatically
reduced to the maximum rate allowed from time to time under applicable law
(the "Maximum Rate") and this Loan Agreement and the other Loan Instruments,
as applicable, shall be deemed to have been, and shall be, modified to
reflect such reduction, and (iv) Borrower shall not have any action against
 Lender for any damages arising out of the payment or collection of such
Excess Interest; provided, however, that if at any time thereafter the
Stated Rate is less than the Maximum Rate, Borrower shall, to the extent
permitted by law, continue to pay interest at the Maximum Rate until such
time as the total interest received by Lender is equal to the total
interest which Lender would have received had the Stated Rate been (but for

the operation of this provision) the interest rate payable. Thereafter, the
interest rate payable shall be the Stated Rate unless and until the Stated
Rate again exceeds the Maximum Rate, in which event the provisions contained
in this subsection 2.3.3 again shall apply.


2.3.4	Increased Costs.

        If, after the Closing Date, either (i) any change in or in the
interpretation of any law or regulation is introduced (other than changes
in taxation of the net income of Lender), including, without limitation,
with respect to reserve requirements applicable to Lender, (ii) Lender
complies with any future guideline or request from any central bank or other
Governmental Body proposed or promulgated after the Closing Date or (iii)
Lender determines that the adoption of any applicable law, rule or
regulation (other than changes in taxation of the net income of Lender)
regarding capital adequacy or any change therein, or any change in the
interpretation or administration thereof by any Governmental Body, central
bank or comparable agency charged with the interpretation or administration
thereof announced after the Closing Date has or would have the effect
described below, or Lender complies with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
Governmental Body, central bank or comparable agency announced after the
Closing Date and in case of any event set forth in this clause (iii), such
adoption, change or compliance has or would have the direct or indirect
effect of reducing the rate of return on any of Lender's capital as a
consequence of its obligations hereunder to a level below that which Lender
could have achieved but for such adoption, change or compliance (taking into
consideration Lender's policies with respect to capital adequacy) by an
amount deemed by Lender to be material, and any of the foregoing events
described in clauses (i), (ii) or (iii) increases the cost to Lender of (A)
funding or maintaining the Revolving Loan or the Revolving Loan Commitment,
or (B) issuing, causing the issuance of making or maintaining any Letter of
Credit, or reduces the amount receivable in respect thereof by Lender, then
Borrower shall upon demand by Lender at any time within 180 days after the
date on which an officer of Lender responsible for overseeing this Loan
Agreement knows or has reason to know of its right to additional
compensation under this subsection 2.3.4, pay to Lender additional amounts

sufficient to reimburse Lender against such increase in cost or reduction
in amount receivable; provided, however, such entity shall only be entitled
to additional compensation for any such costs incurred from and after the
date that is 30 days prior to the date Borrower receive such demand. A
certificate as to the amount of such increased cost, and setting forth in
reasonable detail the calculation thereof, shall be submitted to Borrower
by Lender, and shall be conclusive absent manifest error. Lender will
promptly notify Borrower of any event of which it has knowledge that would
entitle Lender to additional compensation under this subsection 2.3.4.
Lender shall not request any additional compensation under this subsection
2.3.4 unless it is generally making similar requests of other borrowers
similarly situated, and Lender agrees to use a reasonable basis for
calculating amounts allocable to the Revolving Loan Commitment.



Principal and Interest Payments.

2.4.1	Interest.

        Interest on  the Revolving Loan shall be payable monthly in
arrears on the first Business Day of each month beginning with May 1, 2000.





2.4.2	Principal.

        The Principal Balance of the Revolving Loan, together with all
other sums due to Lender pursuant to the terms of the Loan Instruments,
shall be due and payable in full on the Revolving Loan Maturity Date.

Mandatory Prepayments of the Revolving Loan.

        If at any time or for any reason, Borrower's Obligations exceed the
Revolving Loan Commitment or, if for any reason, Borrower's Obligations
exceeds the availability requirements set forth in Section 2.1.4(e) hereof
(any such excess being referred to herein as an "Overadvance"), Borrowers
shall immediately pay to Lender, in Good Funds, the amount of such
Overadvance.

Payments after Event of Default.

        All payments received by Lender during the existence of an Event
of Default shall be applied in accordance with Section 8.4.

Method of Payment.

        All payments to be made pursuant to the Loan Instruments by Borrower
to Lender shall be made by (i) direct debit from Borrower's operating account;
or (ii) wire transfer of Good Funds to Lender.

                                   SECURITY

        Borrower's Obligations shall be secured by a Lien upon all of the
Collateral, which Lien at all times shall be superior and prior to all
other Liens, except Permitted Prior Liens.


                       CONDITIONS TO OBLIGATIONS OF PARTIES

        The obligation of the parties to this Loan Agreement shall continue
to be governed by the Existing Loan Agreement pending satisfaction or waiver
of all of the following conditions in a manner, form and substance
satisfactory to Lender:

Delivery of Documents.

        The deliveries set forth in Section 1.9 hereof shall have been
delivered to Lender, each duly authorized and executed, where applicable,
in form and substance satisfactory to Lender.

Performance; No Default.


        Borrower and Guarantor shall have performed and complied with all
agreements and conditions contained in the Loan Instruments to be performed
by or complied with by such Person prior through the date hereof, and no
Event of Default shall exist or result from the execution of this Loan
Agreement.

                             REPRESENTATIONS AND WARRANTIES

        Borrower and Guarantor represent and warrant to Lender as follows:

Existence and Power.

        Borrower and Guarantor are business corporations, or limited
liability companies, as the case may be, duly formed and validly existing
under the laws of the jurisdiction of their respective formation.  Borrower
and Guarantor are in good standing under the laws of each other jurisdiction
in which the failure to be in good standing could have a Material Adverse
Effect. Borrower and Guarantor have all requisite power and authority to own
their Property and to carry on their business as has been conducted through
the date hereof and as proposed to be conducted by Borrower and Guarantor
following the date hereof.

Authority.

        Borrower and Guarantor have full power and authority to enter into,
execute, deliver and carry out the terms of the Loan Instruments and to
incur the obligations provided for therein, all of which have been duly
authorized by all proper and necessary action and, are not prohibited by
the organizational instruments of Borrower and Guarantor.

Binding Agreements.

        This Loan Agreement and the other Loan Instruments, when executed
and delivered, will constitute the valid and legally binding obligations of
Borrower and Guarantor, enforceable against Borrower and Guarantor in
accordance with its respective terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws now or hereafter in effect affecting the enforcement of
creditors' rights generally and (ii) equitable principles (whether or not
any action to enforce such document is brought at law or in equity).




Business and Property of Borrower and Guarantor.

Business and Property.

        Borrower and Guarantor (i) own all Property necessary to conduct
their business as presently conducted and as has been conducted prior to
the date hereof and (ii) have not engaged in and do not propose to engage in
any business activity other than the business in which they are presently
engaged.


Operating Agreements.

        All Operating Agreements are in full force and effect and no event
has occurred which could result in the cancellation or termination of any
such Operating Agreement or the imposition thereunder of any liability upon
Borrower or Guarantor which could have a Material Adverse Effect.

Facility Sites.

        There is set forth in Schedule 5.4.3 the locations of Borrower's
and Guarantor's (i) chief executive office, (ii) Property and (iii) books
and records.

Leases.

        There is set forth in Schedule 5.4.4 a list of all Leases, together
with a complete and accurate address and legal description of each parcel of
Leasehold Property subject to such Leases.  Each Lease is in full force and
effect, there has been no default in the performance of any of its terms or

conditions by Borrower or Guarantor or, to the best knowledge of Borrower
and Guarantor, any other party thereto, and, to the best knowledge of
Borrower and Guarantor, no claims of default have been asserted with
respect thereto.

Real Property.

        There is set forth in Schedule 5.4.5 a complete and accurate address
and legal description of each parcel of Real Property.  The present and
contemplated use of the Leasehold Property and the Real Property is in
compliance with all applicable zoning ordinances and regulations and other
laws and regulations, the violation of which could have a Material Adverse
Effect.

Operation and Maintenance of Equipment.

        No equipment owned or operated will be owned or operated by Borrower
which is necessary for the operation of its business has been used, operated
or maintained in a manner which now or hereafter could result in the
cancellation or termination of the right of Borrower to use or make use of
the same or which could be expected to result in any material liability of
Borrower for damages in connection therewith.  All of the equipment and
other tangible personal property owned by Borrower upon the date hereof and
necessary to the operation of Borrower's business is, in all material
respects, in good operating condition and repair (subject to normal wear
and tear) and has been used, operated and maintained in substantial
compliance with all applicable laws, rules and regulations.

Existing Indebtedness.


        There is set forth in Schedule 5.4.7 a complete description of the
Existing Indebtedness.

Title to Property; Liens.

        Borrower has (i) good and marketable title to all of its Property,
except the portion thereof consisting of a leasehold estate and (ii) a
valid leasehold estate in each portion of its Property which consists of a
leasehold estate. All of such Property is free and clear of all Liens,
except Permitted Liens.  Upon the proper filing with the appropriate
Governmental Bodies of appropriate Uniform Commercial Code financing
statements, the applicable Loan Instruments will create valid and perfected
first Liens in the Collateral, subject only to Permitted Prior Liens.


Financial Statements.

        Borrower and Guarantor have delivered to Lender the financial
statements described in Schedule 5.6.  To the best of Borrower's and
Guarantor's knowledge, such financial statements present fairly in all
material respects the results of their operations for the periods
covered thereby and their financial condition as of the dates indicated
therein.  All of such financial statements have been prepared in
conformity with GAAP consistently applied. Since the date of the most
recent financial statement, there has been no change which has had a
Material Adverse Effect.

Litigation.

        There is set forth in Schedule 5.7 a description of all actions,
suits, arbitration proceedings and claims pending or, to the best knowledge
of Borrower and Guarantor, threatened against Borrower and Guarantor, at law
or in equity or before any Governmental Body on the date hereof.  There are
no actions, suits, arbitration proceedings or claims pending, or to the
best knowledge of Borrower and Guarantor, threatened against Borrower and
Guarantor, at law or in equity or before any Governmental Body, including
the matters set forth in such Schedule 5.7, which could reasonably be
expected to have a Material Adverse Effect.

Defaults in Other Agreements; Consents; Conflicting Agreements.

        Borrower and Guarantor are not in default under any agreement to
which they are a party or by which they or any of their Property is bound,
the effect of which default could reasonably be expected to have a Material
Adverse Effect.  No authorization, consent, approval or other action by, and
no notice to or filing with, any Governmental Body or any other Person which
has not already been obtained, taken or filed, as applicable, is required
(i) for the due execution, delivery or performance by Borrower and Guarantor
 of any of the Instruments to which Borrower and Guarantor are a party or
(ii) as a condition to the validity or enforceability of any of the
Instruments to which Borrower and Guarantor are a party or any of the
transactions contemplated thereby or the priority of the Security Interests,
except for certain filings to establish and perfect the Security Interests.
No provision of any mortgage, indenture, contract, agreement, statute, rule,
regulation, judgment, decree or order binding on Borrower or Guarantor or
affecting their Property conflicts with, or requires any consent which has
not already been obtained under, or would in any way prevent the execution,
delivery or performance of the terms of any of the Instruments or affect
the validity or priority of the Security Interests.  The execution, delivery
and performance of the terms of the Instruments will not constitute a default
under, or result in the creation or imposition of, or obligation to create,
any Lien upon the Property of Borrower or Guarantor pursuant to the terms of
any such mortgage, indenture, contract or agreement.

Taxes.

        Borrower and Guarantor have filed all tax returns required to be
filed, and have paid, or made adequate provision for the payment of, all
taxes shown to be due and payable on such returns or in any assessments
made against it, and no tax liens have been filed and, to the best knowledge
of Borrower and Guarantor, no claims are being asserted in respect of such
taxes which are required by GAAP to be reflected in the financial statements
of Borrower and Guarantor and are not so reflected therein.  The charges,
accruals and reserves on the books of Borrower and Guarantor with respect to
all federal, state, local and other taxes are considered by the management of
Borrower and Guarantor to be adequate, and Borrower or Guarantor do not know
of any unpaid assessment which is or might be due and payable by Borrower and
Guarantor or creates a Lien against any of Borrower's and Guarantor's
Property, except such assessments as are being contested in good faith and
by appropriate proceedings diligently conducted, and for which adequate
reserves have been set aside in accordance with GAAP.  None of the tax
returns of Borrower and Guarantor are under audit.

Compliance with Applicable Laws.

        Borrower is not in default in respect of any judgment, order,
writ, injunction, decree or decision of any Governmental Body, which default
could have a Material Adverse Effect. Borrower is in compliance in all
material respects with all applicable statutes and regulations, including,
without limitation, all Environmental Laws, ERISA and all laws and
regulations relating to unfair labor practices, equal employment opportunity
and employee safety, of all Governmental Bodies.  No material condemnation,
eminent domain or expropriation has been commenced or, to the best knowledge
of Borrower, threatened against the Property which Borrower owns as of the
date hereof.


Patents, Trademarks, Franchises and Agreements.

        There is set forth in Schedule 5.11 a complete and accurate list of
all of the Intellectual Property.  Borrower owns, possesses or has the right
to use such Intellectual Property (i) which is necessary for the conduct of
the business proposed to be conducted by Borrower on and after the date
hereof and (ii) for which the failure to own, possess or have the right to
use could have a Material Adverse Effect, in each case, without any known
conflict with the rights of others and free of any Liens other than the
Security Interests.

Regulatory Matters.

        Borrower has duly and timely filed all reports and other filings
which are required to be filed by Borrower under any applicable law, rule
or regulation of any Governmental Body, the non-filing of which could have
a Material Adverse Effect, and is in compliance with all such laws, rules
and regulations, the noncompliance with which could have a Material Adverse
Effect.





Environmental Matters.

        Borrower is in compliance in all material respects with all
applicable Environmental Laws and no portion of any of the Leasehold
Property or the Real Property has been used as a landfill.  There currently
are not any known Hazardous Materials generated, manufactured, released,
stored, buried or deposited over, beneath, in or on (or used in the
construction and/or renovation of) the Real Property or Leasehold Property
in violation of applicable


Environmental Laws.

Application of Certain Laws and Regulations.

        Borrower and Guarantor are not and no Affiliate of Borrower or
Guarantor is:

Investment Company Act.


        An "investment company," or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of
1940, as amended.
Holding Company.

        A "holding company," or a "subsidiary company" of a "holding

company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," as such terms are defined in the Public
Utility Holding Company Act of 1935, as amended.

Foreign or Enemy Status.

        (i) An "enemy" or an "ally of an enemy" within the meaning of
Section 2 of the Trading with the Enemy Act, (ii) a "national" of a
foreign country designated in Executive Order No. 8389, as amended, or of
any "designated enemy country" as defined in Executive Order No. 9095, as
amended, of the President of the United States of America, in each case
within the meaning of such Executive Orders, as amended, or of any
regulation issued thereunder, (iii) a "national of any designated foreign
country" within the meaning of the Foreign Assets Control Regulations or
he Cuban Assets Control Regulations of the United States of America (Code
f Federal Regulations, Title 31, Chapter V, Part 515, Subpart B, as amended)
r (iv) an alien or a representative of any alien or foreign government
within the meaning of Section 310 of Title 47 of the United States Code.

Regulations as to Borrowing.

        Subject to any statute or regulation which regulates the incurrence
of any Indebtedness for Borrowed Money, including, without limitation,
statutes or regulations relative to common or interstate carriers or to the
sale of electricity, gas, steam, water, telephone, telegraph or other
public utility services.

Margin Regulations.

        None of the transactions contemplated by this Loan Agreement or any
of the other Instruments, including the use of the proceeds of the Loans,
will violate or result in a violation of Section 7 of the Securities Exchange
Act of 1934, as amended, or any regulations issued pursuant thereto,
including, without limitation, Regulations G, T, U and X, and Borrower does
not own or intend to carry or purchase any "margin security" within the
meaning of such Regulation U or G.

Other Indebtedness.

        Upon the execution of this Loan Agreement, there will be no
Indebtedness for Borrowed Money owed by Borrower to any Person, except (i)
Borrower's Obligations, and (ii) Permitted Senior Indebtedness and
Permitted Subordinated Indebtedness permitted to exist as of the Closing
Date pursuant to this Loan Agreement.  All such Permitted Subordinated
Indebtedness is listed and described in Schedule 5.16 hereto.


No Misrepresentation.

        Neither this Loan Agreement nor any other Loan Instrument,
certificate, information or report furnished or to be furnished by or on
behalf of Borrower or Guarantor to Lender in connection with any of the
transactions contemplated hereby or thereby, contains or will contain a
misstatement of material fact, or omits or will omit to state a material

fact required to be stated in order to make the statements contained herein
r therein, taken as a whole, not misleading in the light of the
circumstances under which such statements were made. There is no fact,
other than information known to the public generally, known to Borrower
and Guarantor after diligent inquiry, that could have a Material Adverse
Effect that has not expressly been disclosed to Lender in writing.

Employee Benefit Plans.

No Other Plans.

        Neither Borrower, Guarantor nor any ERISA Affiliate maintains or
contributes to, or has any obligation under, any Employee Benefit Plan
other than those identified on Schedule 5.18.1.  Borrower has provided
Lender accurate and complete copies of all contracts, agreements and
documents described on Schedule 5.18.1.

ERISA and Code Compliance and Liability.

        Borrower, Guarantor and each ERISA Affiliate are in compliance with
all applicable provisions of ERISA and the regulations and published
interpretations thereunder with respect to all Employee Benefit Plans
except where failure to comply would not result in a material liability to
Borrower or Guarantor and except for any required amendments for which the
remedial amendment period as defined in Section 401(b) of the Code has not
yet expired. Each Employee Benefit Plan that is intended to be qualified
under Section 401(a) of the Code has been determined by the Internal Revenue
Service to be so qualified, and each trust related to such plan has been
determined to be exempt under Section 401(a) of the Code.  No material
liability has been incurred by Borrower or Guarantor or any ERISA Affiliate
which remains unsatisfied for any taxes or penalties with respect to any
Employee Benefit Plan or any Multiemployer Plan.


Funding.

        No Pension Plan has been terminated, nor has any accumulated
funding deficiency (as defined in Section 412 of the Code) been insured
(without regard to any waiver granted under Section 412 of the Code), nor
has any funding waiver from the Internal Revenue Service been received or
requested with respect to any Pension Plan, nor has Borrower or any ERISA
Affiliate failed to make any contributions or to pay any amounts due and
owing as required by Section 412 of the Code, Section 302 of ERISA or the
terms of any Pension Plan prior to the due dates of such contributions under
Section 412 of the Code or Section 302 of ERISA, nor has there been any event
requiring any disclosure under Section 4041(c)(3)(C), 4063(a) or 4068 of
ERISA with respect to any Pension Plan.

Prohibited Transactions and Payments.

        Neither Borrower, Guarantor nor any ERISA Affiliate has: (i) engaged
in a nonexempt "prohibited transaction" as such term is defined in Section
406 of ERISA or Section 4975 of the Code; (ii) incurred any liability to the
PBGC which remains outstanding other than the payment of premiums and there
are no premium payments which are due and unpaid; (iii) failed to make a
required contribution or payment to a Multiemployer Plan; or (iv) failed to
make a required installment or other required payment under Section 412 of
the Code.

No Termination Event.

        No Termination Event has occurred or is reasonably expected to occur.

ERISA Litigation.

        No material proceeding, claim, lawsuit and/or investigation is
existing or, to the best knowledge of Borrower and Guarantor, threatened
concerning or involving any (i) employee welfare benefit plan (as defined
in Section 3(l) of ERISA) currently maintained or contributed to by Borrower
or any ERISA Affiliate, (ii) Pension Plan or (iii) Multiemployer Plan.

Employee Matters.

Collective Bargaining Agreements; Grievances.

        Except as set forth in Schedule 5.19.1, (i) none of the employees
of Borrower is subject to any collective bargaining agreement with Borrower,
(ii) no petition for certification or union election is pending with respect
to the employees of Borrower and no union or collective bargaining unit has
sought such certification or recognition with respect to the employees of
Borrower and (iii) there are no strikes, slowdowns, work stoppages, unfair
labor practice complaints, grievances, arbitration proceedings or
controversies pending or, to the best knowledge of Borrower, threatened
against Borrower by any of Borrower's employees, other than employee
grievances or controversies arising in the ordinary course of business that
could not in the aggregate be expected to have a Material Adverse Effect.





Claims Relating to Employment.

        Neither Borrower, Guarantor nor, to Borrower's and Guarantor's best
knowledge, any employee of Borrower or Guarantor, is subject to any
employment agreement or non-competition agreement with any former employer
or any other Person due to (i) any information which Borrower or Guarantor
would be prohibited from using under the terms of such agreement or (ii)
any legal considerations relating to unfair competition, trade secrets or
proprietary information.

Burdensome Obligations.

        After giving effect to the transactions contemplated by the
Instruments (i) Borrower and Guarantor (A) will not be a party to or be bound
by any franchise, agreement, deed, lease or other instrument, or be subject
to any restriction, which is so unusual or burdensome so as to cause, in
the foreseeable future, a Material Adverse Effect and (B) does not intend
to incur, or believe that it will incur, debts beyond its ability to pay
such debts as they become due. Borrower does not presently anticipate that
future expenditures needed to meet the provisions of federal or state
statutes, orders, rules or regulations will be so burdensome so as to have
a Material Adverse Effect.

Subsidiaries.

        Borrower has no subsidiaries.

                             AFFIRMATIVE COVENANTS

        Until all of Borrower's and Guarantor's Obligations are paid and
performed in full Borrower and Guarantor agree that they will:

Legal Existence; Good Standing.

        Maintain their existence and their good standing in the jurisdiction
of their formation and maintain their qualification to transact business in
each jurisdiction in which the failure so to qualify would have a Material
Adverse Effect.

Inspection.

        Permit representatives of Lender, at any time without notice, to
(i) visit their offices, (ii) examine their books and records and
Accountants' reports relating thereto, (iii) make copies or extracts
therefrom, (iv) discuss their affairs with their employees, (v) examine
and inspect their Property and (vi) meet and discuss their affairs with the
Accountants, and such Accountants, as a condition to their retention by
Borrower and Guarantor, are hereby irrevocably authorized by Borrower and
Guarantor to fully discuss and disclose all such affairs with Lender.

Financial Statements and Other Information.

        Maintain a standard system of accounting in accordance with GAAP
and furnish to Lender:



Monthly Statements.

        As soon as available, and in any event within twenty (20) days after
the close of each month, an accounts receivable aging and borrowing base
certificate from Borrower, as of the end of such month.

Quarterly Statements.

        As soon as is available and in any event within forty-five (45)
days after the close of each quarter:

copy of the balance sheet of Borrower and Guarantor, as of the end of such
quarter;

statements of operations and EBITDA of Borrower and Guarantor for such
quarter; and such other financial information for the Borrower and Guarantor
as is contained in Guarantor's 10-Q Report for such quarter or would be
required in such report in the event Guarantor is no longer required to
file reports under the Securities Exchange Act of 1934, as amended.

Annual Statements.

        As soon as available and in any event within 90 days after the close
of Guarantor's fiscal year:

the consolidated balance sheet of Guarantor and its subsidiaries as of the
end of such fiscal year and the statements of operations, cash flows,
shareholders' equity and EBITDA of Guarantor for such fiscal year
(collectively, the "Basic Financial Statements");

an opinion of the Accountants which shall accompany the Basic Financial
Statements which opinion shall be unqualified as to going concern and scope
of audit, stating that (i) the examination by the Accountants in connection
with such Basic Financial Statements has been made in accordance with
generally accepted auditing standards, (ii) such Basic Financial Statements
have been prepared in conformity with GAAP and in a manner consistent with
prior periods, and (iii) such Basic Financial Statements fairly present in
all material respects the financial position and results of operations of
Guarantor and its subsidiaries; and

a letter from the Accountants stating that the statements of EBITDA were
computed in accordance with the requirements of this Loan Agreement.

Compliance Certificate.

        As soon as is available and in any event within forty-five (45) days
after the close of each quarter, a Compliance Certificate as of the end of
such quarter.

Accountants' Certificate.

        Simultaneously with the delivery of the certified Basic Financial
statements required by subsection 0, copies of a certificate of the
Accountants stating that (i) they have checked the computations delivered
by Guarantor in compliance with subsection 0, and (ii) in making the
examination necessary for their audit of the Basic Financial Statements for
such year, nothing came to their attention of a financial or accounting
nature that caused them to believe that (A) Guarantor was not in compliance
with the terms, covenants, provisions or conditions of any of the Loan
Instruments, or (B) there shall have occurred any condition or event which
would constitute an Event of Default, or, if so, specifying in such
certificate all such instances of non-compliance and the nature and status
thereof.

Audit Reports.

        Promptly upon receipt thereof, a copy of each report, other than
the reports referred to in subsection 0, including any so-called
"Management Letter" or similar report, submitted to Borrower or Guarantor by
the Accountants in connection with any annual, interim or special audit made
by the Accountants of the books of Borrower or Guarantor.

Notice of Defaults; Loss.

        Prompt written notice if: (i) any Indebtedness of Borrower or
Guarantor is declared or shall become due and payable prior to its declared
or stated maturity, or called and not paid when due, (ii) an event has
occurred that enables the holder of any note, or other evidence of such
Indebtedness, certificate or security evidencing any such Indebtedness of
Borrower or Guarantor to declare such Indebtedness due and payable prior to
its stated maturity, (iii) there shall occur and be continuing an Event of
Default, accompanied by a statement setting forth what action Borrower or
Guarantor proposes to take in respect thereof, or (iv) any event shall
occur which has a Material Adverse Effect, including the amount or the
estimated amount of any loss or adverse effect.



Notice of Suits; Adverse Events.

        Prompt written notice of: (i) any citation, summons, subpoena, order
to show cause or other order naming Borrower or Guarantor a party to any
proceeding before any Governmental Body which might reasonably be expected
to have a Material Adverse Effect, including with such notice a copy of such
citation, summons, subpoena, order to show cause or other order, (ii) any
lapse or other termination of any license, permit, franchise, agreement or
other authorization issued to Borrower or Guarantor by any Governmental Body
or any other Person that is material to the operation of the business of
Borrower or Guarantor, (iii) any refusal by any Governmental Body or any
other Person to renew or extend any such license, permit, franchise,
agreement or other authorization and (iv) any dispute between Borrower or
Guarantor and any Governmental Body or any other Person, which lapse,
termination, refusal or dispute referred to in clauses (ii) and (iii) above
or in this clause (iv) could have a Material

Adverse Effect.

Reports to Members, Creditors and Governmental Bodies.

Promptly upon becoming available, copies of all regular and periodic
reports sent by Borrower or Guarantor to any of its creditors, and all
registration statements and prospectuses filed by Guarantor with any
securities exchange or with the Securities and Exchange Commission or any
Governmental Body succeeding to any of its functions, and of all statements
generally made available by Borrower or Guarantor concerning material
developments in the business of

Borrower or Guarantor.

Promptly upon becoming available, copies of any periodic or special reports
filed by Borrower or Guarantor with any Governmental Body or Person, if
such reports indicate any material change in the business, operations,
affairs or condition of Borrower or Guarantor, or if copies thereof are
requested by Lender, and copies of any material notices and other
communications from any Governmental Body or Person which specifically
relate to Borrower or Guarantor.



ERISA Notices and Requests.

With reasonable promptness, and in any event within 30 days after occurrence
of any of the following, notice and/or copies of: (i) the establishment of
any new Employee Benefit Plan, Pension Plan or Multiemployer Plan; (ii) the
commencement of contributions to any Employee Benefit Plan, Pension Plan or
Multiemployer Plan to which Borrower or any of its ERISA Affiliates was not
previously contributing or any increase in the benefits of any existing
Employee Benefit Plan, Pension Plan or Multiemployer Plan; (iii) each
funding waiver request filed with respect to any Employee Benefit Plan and
all communications received or sent by Borrower or any ERISA Affiliate with
respect to such request; and (iv) the failure of Borrower or any of its
ERISA Affiliates to make a required installment or payment under Section 302
of ERISA or Section 412 of the Code by the due date.

Promptly and in any event within 10 days of becoming aware of the occurrence
of or forthcoming occurrence of any (i) Termination Event or (ii)
"prohibited transaction," as such term is defined in Section 406 of ERISA
or Section 4975 of the Code, in connection with any Pension Plan or any
trust created thereunder, a notice specifying the nature thereof, what
action Borrower  or Guarantor has taken, is taking or proposes to take with
respect thereto and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor or the PBGC with respect
thereto.


With reasonable promptness but in any event within 10 days after the
occurrence of any of the following, copies of: (i) any favorable or
unfavorable determination letter from the Internal Revenue Service regarding
the qualification of an Employee Benefit Plan under Section 401 (a) of the
Code; (ii) all notices received by Borrower or any ERISA Affiliate of the
PBGC's intent to terminate any Pension Plan or to have a trustee appointed
to administer any Pension Plan; (iii) each Schedule B (Actuarial Information)
to the annual report (Form 5500 Series) filed by Borrower or any ERISA
Affiliate with the Internal Revenue Service with respect to each Pension
Plan; and (iv) all notices received by Borrower or any ERISA Affiliate from
a Multiemployer Plan sponsor concerning the imposition or amount of
withdrawal liability pursuant to Section 4202 of ERISA; and written notice
within two Business Days of Borrower's or any ERISA Affiliate's filing of
or intention to file a notice of intent to terminate any Pension Plan under
distress termination within the meaning of Section 4041(c) of ERISA.

Other Information.

Immediate notice of any change in the location of any Property of Borrower
or Guarantor which is material to or necessary for the continued operation
of Borrower's business, any change in the name of Borrower, any sale or
purchase of Property outside the regular course of business of Borrower,
any change in the residence of any Personal Guarantor and any change in the
business or financial affairs of Borrower, which change could have a
Material Adverse Effect.


Promptly upon request therefor, such other information and reports relating
to the past, present or future financial condition, operations, plans and
projections of Borrower as Lender reasonably may request from time to
time.

Reports to Governmental Bodies and Other Persons.

        Timely file all material reports, applications, documents, instruments

and information required to be filed pursuant to all rules and regulations of
any Governmental Body or other Person having jurisdiction over the operation
of the business of Borrower or Guarantor, including, but not limited to, such
of the Loan Instruments as are required to be filed with any such Governmental
Body or other Person pursuant to applicable rules and regulations promulgated
by such Governmental Body or other Person.

Maintenance of Licenses and Other Agreements.

        Maintain in full force and effect at all times, and apply in a
timely manner for renewal of, all licenses, trademarks, trade names and
agreements necessary for the operation of their business, the loss of any
of which could have a Material Adverse Effect.

Insurance.

Maintenance of Insurance.

        Maintain in full force and effect Business Insurance as may be
required by law or by the Loan Instruments and as may be customarily
maintained by a similarly situated business, all of which shall be written
by insurers and in amounts and forms satisfactory to Lender. Lender shall
be named as an additional insured on each policy of liability insurance.
Each policy of casualty insurance shall contain a standard "Lender loss
payable" endorsement in favor of Lender.



Claims and Proceeds.

        Borrower and Guarantor hereby direct all insurers under all policies
of Business Insurance to pay all proceeds payable thereunder directly to
Lender and Borrower and Guarantor hereby authorize Lender to collect all
such proceeds. Borrower and Guarantor irrevocably appoint Lender (and all
officers, employees of Lender), as Borrower's and Guarantor's true and lawful
attorney and agent in fact for the purpose of and with power to make, settle
and adjust claims under such policies of insurance, endorse the name of
Borrower on any check, draft, instrument or other item of payment for the
proceeds of such policies of insurance, and to make all determinations and
decisions with respect to such policies of insurance. Borrower and Guarantor
acknowledge that such appointment as attorney and agent in fact is a power,
coupled with an interest, and therefore is irrevocable. Borrower and
Guarantor shall promptly notify Lender of any loss, damage, destruction or
other casualty to the Collateral. The insurance proceeds received on account
of any loss, damage, destruction or other casualty at the option of Lender
may be (i) applied to the payment of Borrower's Obligations in the following
order of priority: (A) first, to the payment of any and all sums which then
are due and payable pursuant to the terms of the Loan Instruments, other than
the Principal Balance and interest accrued thereon, (B) next, to accrued and
unpaid interest on the Principal Balance, and (C) then, to the Principal
Balance, or (ii) held by Lender and applied to pay for the cost of repair
or replacement of the Property which was the subject of such loss, damage,
destruction or other casualty, in which event such proceeds shall be made
available in the manner and under such conditions as Lender reasonably may
require. In the event such proceeds are to be applied to the repair or
replacement of Property, the Property shall be repaired or replaced so as to
be of at least equal value and substantially the same character as prior to
such loss, damage, destruction or other casualty.

Future Leases.

        Deliver to Lender, concurrently with the execution by Borrower or
Guarantor, as lessee, of any lease pertaining to real property, (i) an
executed copy thereof, and (ii) a Landlord's Consent from the lessor under
such lease.

Environmental Matters.

        At all times comply with, and be responsible for, its obligations
under all Environmental Laws applicable to the Real Property and Leasehold
Property and any other Property owned by Borrower or Guarantor or used by
Borrower in the operation of Borrower's business. At its sole cost and
expense, Borrower shall (i) comply in all respects with (A) any notice of
any violation or administrative or judicial complaint or order having been
filed against Borrower or Guarantor, any portion of any Real Property or
Leasehold Property or any other Property owned by Borrower or Guarantor or
used by Borrower or Guarantor in the operation of its business alleging
violations of any law, ordinance and/or regulation requiring Borrower or
Guarantor to take any action in connection with the release,
Transportation and/or clean-up of any Hazardous Materials, and (B) any
notice from any Governmental Body or any other Person alleging that Borrower
or Guarantor is or may be liable for costs associated with a response or
clean-up of any Hazardous Materials or any damages resulting from such
release or transportation, or (ii) diligently contest in good faith by
appropriate proceedings any demands set forth in such notices, provided
(A) reserves in an amount reasonably satisfactory to Lender to pay the
costs associated with complying with any such notice are established by
Borrower or Guarantor and (B) no Lien would or will attach to the Property
which is the subject of any such notice as a result of any compliance by
Borrower or Guarantor which is delayed during any such contest. Promptly
upon receipt of any notice described in the foregoing clause (i),
Borrower or Guarantor shall deliver to Lender a copy thereof. At the
request of Lender, Borrower or Guarantor shall deliver to Lender an
environmental audit with respect to any real estate acquired or leased
by Borrower or Guarantor.

Compliance with Laws.

        Comply with all federal, state and local laws, ordinances,
requirements and regulations and all judgments, orders, injunctions and
decrees applicable to Borrower or Guarantor and their operations, the failure
to comply with which would reasonably be expected to have a Material Adverse
Effect.

Taxes and Claims.

        Pay and discharge all taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits, or upon any
Property belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien (other
than a Permitted Lien) upon the Property of Borrower or Guarantor, provided
that Borrower  and Guarantor shall not be required by this Section 6.10 to
pay any such amount if the same is being contested diligently and in good
faith by appropriate proceedings and as to which Borrower and Guarantor has
set aside reserves on its books reasonably satisfactory to Lender.

Maintenance of Properties.

        Maintain all of its Properties necessary in the operation of its
business in good working order and condition, ordinary wear and tear
excepted.

Governmental Approvals.

        Upon the exercise by Lender of any power, right or privilege pursuant
to the provisions of any of the Loan Instruments requiring any consent,
approval or authorization of any Governmental Body, promptly execute and cause
the execution of all applications, certificates, instruments and other
documents that Lender may be required to obtain for such consent, approval or
authorization.

Payment of Indebtedness.

        Except as to matters being contested in good faith and by
appropriate proceedings, promptly pay when due, or in conformance with
customary trade terms, all of its Indebtedness.

Maintenance of Accounts.

        Continue to maintain its primary disbursement account and all of its
collection accounts (including all such accounts for its affiliates) with
Lender under Lender's customary terms and conditions.  Borrower shall not be
required to maintain a compensating balance in its disbursement accounts
other than balances sufficient to cover disbursement activities and to pay
service charges.

NEGATIVE COVENANTS

        Until all of Borrower's Obligations are paid and performed in full,
Borrower and Guarantor shall not:


Borrowing.

        Create, incur, assume or suffer to exist any liability for
Indebtedness for Borrowed Money except (i) Borrower's Obligations; (ii)
Permitted Senior Indebtedness; and (iii) Permitted Subordinated
Indebtedness.

Liens.

        Create, incur, assume or suffer to exist any Lien upon any of its
Property, including Guarantor's capital stock ownership of Borrower, whether
now owned or hereafter acquired, except Permitted Liens.


Merger and Acquisition.

        Except for the proposed migratory merger of Keystone into an
Indiana corporation, with the latter as survivor (and further provided that
Lender has received (a) thirty (30) days' advance written notice of same,
(b) copies of the forms of all documents which it may reasonably request,
e.g., Agreement and Plan of Merger and Articles of Incorporation/Merger, no
later than fifteen (15) days prior to the consummation of such merger, (c)
a security agreement executed by the entity which will survive the merger,
substantially in the form of security agreement then existing between Lender
and the other Borrower Entities with respect to Borrower's Obligations, no
later than ten (10) days prior to the consummation of such merger, and (d)
certified copies of all filed and/or executed merger documents which it may
deem sufficient, in its reasonable judgment, to protects its rights with
respect to this Agreement and the transactions contemplated hereby, promptly
upon consummation of such merger), consolidate with or merge with or into
any Person, or acquire directly or indirectly all or substantially all of
the capital stock, equity interests or Property of any Person.


Contingent Liabilities.

        Assume, guarantee, endorse, contingently agree to purchase, become
liable in respect of any letter of credit, or otherwise become liable upon
the obligation of any Person, except for liabilities arising from the
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business.

Dividends and Distributions.

        Except as may be required by Carolina's organic documents, make
any dividends, distributions or other expenditures with respect to Borrower's
or Guarantor's capital stock ownership interests or apply any of its Property
to the purchase, redemption or other retirement of, or set apart any sum for
the payment of, or make any other distribution by reduction of capital or
otherwise in respect of, any of the Borrower's or Guarantor's capital stock
ownership interests.

Capital Expenditures.

        In any year, make or incur, any Capital Expenditures, other than
Capital Expenditures not in excess of the sum of $150,000.

Payments of Indebtedness for Borrowed Money

        Make any voluntary or optional prepayment of any Indebtedness
for Borrowed Money other than Borrower's Obligations and other than
interest payments due to the holders of the Permitted Subordinated
Indebtedness.  Such interest payments with respect to the Permitted
Subordinated Indebtedness may only be made upon regular terms and conditions
and only so long as no Event of Default exists or has been declared.

Investments, Loans.

        At any time purchase or otherwise acquire, hold or invest in the
capital stock of, or any other interest in, any Person, or make any loan or
advance to, or enter into any arrangement for the purpose of providing funds
or credit to, or make any other investment, whether by way of capital
contribution or otherwise, in or with any Person, including, without
imitation, any Affiliate, except (i) investments in direct obligations of,
or instruments unconditionally guaranteed by, the United States of America or
n certificates of deposit issued by a Qualified Depository, (ii) investments
in commercial or finance paper which, at the time of investment, is rated
"A" or better by Moody's Investors Service, Inc., or Standard & Poor's
Corporation, respectively, or at the equivalent rate by any of their
respective successors, (iii) any interests in any money market account
maintained, at the time of investment, with a Qualified Depository, the
investments of which, at the time of investment, are restricted to the
types specified in clause (i) above. All investments permitted pursuant to
clauses (i), (ii) and (iii) of this Section 7.8 shall have a maturity date
not exceeding one year.

Fundamental Business Changes.

        Materially change the nature of its business.

Facility Sites.

        Change the locations of its chief executive office or other
Property used in the operation of its business unless (i) Lender shall
have received at least 30 days' prior written notice thereof, (ii) Lender
shall have received satisfactory evidence that such change could not
reasonably be expected to have a Material Adverse Effect and (iii) Borrower
and Guarantor shall have executed and delivered to Lender any documents
Lender reasonably may require in order to maintain the validity and priority
of the Security Interests.


Sale or Transfer of Assets.

        Sell, lease, assign, transfer or otherwise dispose of any
Property (other than in the ordinary course of business) including, but
not limited to Guarantor's stock ownership interests in Borrower, except
for the sale or disposition of (A) Property which is not material to or
necessary for the continued operation of its business and (B) obsolete or
unusable items of equipment which promptly are replaced with new items of
equipment of like function and comparable value to the unusable items of
equipment when the same were new or not obsolete or unusable, provided
such replacement items of equipment shall become subject to the Security
Interests.  This Section 0 shall not apply to the proposed conversion of
Carolina to an Indiana limited liability company or to the reincorporation
of Keystone as an Indiana corporation, provided in both cases that Lender
has been notified in advance of such transactions, and has been provided
with certified copies of all documents related thereto which it may deem
sufficient, in its reasonable judgment, to protects its rights with respect
to this Agreement and the transactions contemplated hereby.


Amendment of Certain Agreements.

        Amend, modify or waive any term or provision of its articles of
organization, the Leases or any of the Instruments.  This Section 0 shall
not apply to the proposed conversion of Carolina to an Indiana limited
liability company or the reincorporation of Keystone as an Indiana
corporation, provided in both cases that Lender has been notified in
advance of such transactions, and has been provided with certified copies
of all documents related thereto which it may deem sufficient, in its
reasonable judgment, to protects its rights with respect to this Agreement
and the transactions contemplated hereby.
Acquisition of Additional Properties.

        Acquire any additional Property except such Property as is necessary
to or useful in the operation of its business, provided such acquisitions
shall be subject to the conditions and limitations set forth in this Loan
Agreement.

Transactions with Affiliates.

        Sell, lease, assign, transfer or otherwise dispose of any Property
to any of its Affiliates, lease Property, render or receive services or
purchase assets from any such Affiliate, or otherwise enter into any
contractual relationship with any such Affiliate, except in the ordinary
course of business on terms no less favorable to Borrower or Guarantor
than would be obtainable on an arm's-length basis by Borrower or Guarantor
from a Person who is not an Affiliate of Borrower or Guarantor.  This Section
0 shall not apply to the proposed conversion of Carolina to an Indiana
limited liability company or the reincorporation of Keystone as an Indiana
corporation, provided in both cases that Lender has been notified in advance
of such transactions, and has been provided with certified copies of all
documents related thereto which it may deem sufficient, in its reasonable
judgment, to protects its rights with respect to this Agreement and the
transactions contemplated hereby.

Compliance with ERISA.

        (i) Permit the occurrence of any Termination Event which would result
in a liability to Borrower or any ERISA Affiliate in excess of $50,000;

        (ii) Permit the present value of all benefit liabilities under all
Pension Plans to exceed the current value of the assets of such Pension
Plans allocable to such benefit liabilities by more than $50,000;

        (iii) Permit any accumulated funding deficiency in excess of $50,000
(as defined in Section 302 of ERISA and Section 412 of the Code) with respect
to any Pension Plan, whether or not waived;

        (iv) Fail to make any contribution or payment to any Multiemployer
Plan which Borrower or any ERISA Affiliate may be required to make under any
agreement relating to such Multiemployer Plan, or any law pertaining thereto
which results in or is likely to result in a liability in excess of $50,000;


        (v) Engage, or permit any ERISA Affiliate to engage, in any
"prohibited transaction" as such term is defined in Section 406 of ERISA or
Section 4975 of the Code for which a civil penalty pursuant to Section 502(i)
of ERISA or a tax pursuant to Section 4975 of the Code in excess of $50,000
is imposed;

        (vi) Permit the establishment of any Employee Benefit Plan providing
post-retirement welfare benefits or establish or amend any Employee Benefit
Plan which establishment or amendment could result in liability to Borrower
or any ERISA Affiliate or increase the obligation of Borrower or any ERISA
Affiliate to a Multiemployer Plan which liability or increase, individually
or together with all similar liabilities and increases, is material to
Borrower or any ERISA Affiliate; or


        (vii) Fail, or permit any ERISA Affiliate to fail, to establish,
maintain and operate each Employee Benefit Plan in compliance in all
material respects with ERISA, the Code and all other applicable laws and
regulations and interpretations thereof.


Maximum Unsubordinated Debt to EBITDA Ratio.

        Permit the ratio of Unsubordinated Indebtedness to EBITDA to exceed
(i) 3.5 to 1 during the period ending September 30, 2004, (ii) 3.25 to 1
during the period ending December 31, 2004, or (iii) 3.0 to 1 during any
subsequent period.  For the purposes of this Section 7.16, EBITDA shall
be determined based on a rolling four (4) quarter basis.

       7.17	Minimum Tangible Net Worth.
        Fail to maintain Tangible Net Worth of at least $1,000,000.


       7.18	Minimum Permitted Subordinated Indebtedness.
        Fail to maintain Permitted Subordinated Indebtedness of at
least $3,850,000.

       7.19	Minimum Tangible Net Worth Plus Permitted Subordinated
Indebtedness.

        Fail to maintain Tangible Net Worth plus Permitted Subordinated
Indebtedness of at least $2,750,000.

7.20 Minimum Debt Service Ratio.
        Fail to maintain a minimum debt service ratio for Guarantor and
its subsidiaries (on a consolidated basis) of 1.25:1 based on a rolling
four (4) quarter average, to be calculated as follows: (1) the sum of:
(i) Net Income before taxes, (ii) depreciation and amortization expense,
(iii) interest expense, and (iv) rent and lease expense, less (v) taxes,
distributions, and cash dividends paid, divided by (2) the sum of: (i)
current maturity of long term debt, (ii) interest expense, and (iii) rent
and lease expense.  For the purposes of testing the minimum debt service
ratio, "interest expense" in the denominator shall be defined as interest
expense of Unsubordinated Indebtedness plus interest paid on Permitted
Subordinated Indebtedness.  For the purposes of testing the minimum debt
service ratio, "rent and lease expense" shall mean all amounts payable to
any landlords and lessors by any Borrower Entity for the use of any real
or personal property.

       7.21	Testing of Financial Covenants.

        All of the financial covenants set forth in paragraphs 7.16 through
7.20 shall be fully satisfied by Guarantor and Borrower on a quarterly
reporting basis.

                               DEFAULT AND REMEDIES

Events of Default.

        The occurrence of any of the following shall constitute an "Event
of Default" under the Loan Instruments:
Default in Payment.

        If Borrower shall fail to pay all or any portion of Borrower's
Obligations when the same become due and payable.

Breach of Covenants.

If Borrower or Guarantor shall fail to observe or perform any covenant or
agreement made by Borrower contained in Section 6.1, 6.2, 6.6, or in
Article VII;

If Borrower or Guarantor shall fail to observe or perform any covenant or
agreement contained in Section 6.3, and such failure shall continue for 10
days after the occurrence of such Event of Default; or

If Borrower or Guarantor shall fail to observe or perform any covenant or
agreement (other than those referred to in subparagraph (a) or (b) above
r specifically addressed elsewhere in this Section 8.1) in any of the Loan
Instruments, and such failure shall continue for a period of 30 days after
the occurrence of such Event of Default.

Breach of Warranty.

        If any representation or warranty made by or on behalf of Borrower
or Guarantor in or pursuant to any of the Loan Instruments or in any
instrument or document furnished in compliance with the Loan Instruments
shall prove to be false or misleading in any material respect.

Default Under Other Indebtedness for Borrowed Money

        If (i) Borrower or Guarantor at any time shall in default (as
principal or guarantor or other surety) in the payment of any principal of
or premium or interest on any Indebtedness for Borrowed Money (other than
Borrower's Obligations or the Permitted Subordinated Indebtedness) beyond
the grace period, if any, applicable thereto.




Bankruptcy.

If Borrower, Guarantor or any Personal Guarantor shall (i) generally not be
paying its debts as they become due, (ii) file, or consent, by answer or
otherwise, to the filing against it of a petition for relief or
reorganization or arrangement or any other petition in bankruptcy or
insolvency under the laws of any jurisdiction, (iii) make an assignment for
the benefit of creditors, (iv) consent to the appointment of a custodian,
receiver, trustee or other officer with similar powers for it or for any
substantial part of its Property, or (v) be adjudicated insolvent.

If any Governmental Body of competent jurisdiction shall enter an order
appointing, without consent of Borrower or Guarantor, a custodian, receiver,
trustee or other officer with similar powers with respect to it or with
respect to any substantial part of its Property, or if an order for relief
hall be entered in any case or proceeding for liquidation or reorganization
r otherwise to take advantage of any bankruptcy or insolvency law of any
jurisdiction, or ordering the dissolution, winding-up or liquidation of
Borrower or Guarantor or if any petition for any such relief shall be filed
against it and such petition shall not be dismissed or stayed within 60 days.

Judgments.

        If there shall exist final judgments or awards against Borrower
which shall have been outstanding for a period of 30 days or more from
the date of the entry thereof and shall not have been discharged in full or
stayed pending appeal, if the aggregate amount of all such judgments and
awards not covered by insurance exceeds $10,000.

Impairment of Licenses; Other Agreements.

        If (i) any Governmental Body shall revoke, terminate, suspend or
adversely modify any license of Borrower, the adverse modification or non-
ontinuation of which could have a Material Adverse Effect, or (ii) there
shall exist any violation or default in the performance of, or a material
failure to comply with, any agreement, or condition or term of any license,
which violation, default or failure has a Material Adverse Effect, or (iii)
any agreement which is necessary to the operation of the business of Borrower
shall be revoked or terminated and not replaced by a substitute reasonably
acceptable to Lender within 30 days after the date of such revocation or
termination, and such revocation or termination and non-replacement could have
a Material Adverse Effect.

Collateral.

        If any material portion of the Collateral shall be seized or taken by
a Governmental Body or Person, or Borrower or Guarantor shall fail to maintain

or cause to be maintained the Security Interests and priority of the Loan
instruments as against any Person, or the title and rights of Borrower or
Guarantor to any material portion of the Collateral shall have become the
subject matter of litigation which could reasonably be expected to result
in impairment or loss of the security provided by the Loan Instruments.

Plans.

        If an event or condition specified in subsection 0 hereof shall occur
or exist with respect to any Pension Plan or Multiemployer Plan and, as a
result of such event or condition, together with all other such events or
conditions, any Borrower or any ERISA Affiliate shall incur, or in the
opinion of Lender be reasonably likely to incur, a liability to a Pension
Plan or Multiemployer Plan or the PBGC (or any of them) which, in the
reasonable judgment of Lender, would have a Material Adverse Effect.

Change in Control.

        If, absent consent of the Lender, at least 20% of the Guarantor's
common stock is not owned, directly or indirectly, by the Personal Guarantors
or if either of the Personal Guarantors dies or resigns from his positions
as officer and director of Borrower and Guarantor.

Material Adverse Effect.

        If, in Lender's reasonable opinion, the occurrence and continuance of
any event or condition, financial or otherwise, could reasonably be likely to
have a Material Adverse Effect.



Acceleration of Borrower's Obligations.

        Upon the occurrence of:

any Event of Default described in clauses (ii), (iii), (iv) and (v) of
subsection 8.1.5(a) or in 8.1.5(b), the Revolving Loan Commitment shall
automatically terminate and all of Borrower's Obligations at that time
outstanding automatically shall mature and become due; and any other
Event of Default, Lender, at any time, at its option, without further
notice or demand, may declare all of Borrower's Obligations due and
payable, whereupon the Revolving Loan Commitment shall automatically
terminate and all of Borrower's Obligations immediately shall mature and
become due and payable, all without presentment, demand, protest or notice
(other than notice of the declaration referred to in clause (b) above), all
of which hereby are waived.

Remedies on Default.

        If Borrower's Obligations have been accelerated pursuant to
Section 8.2, Lender may:

Enforcement of Security Interests.

        Enforce its rights and remedies under the Loan Instruments in
accordance with their respective terms; and/or

Other Remedies.

        Enforce any of the rights or remedies accorded to Lender at equity
or law, by virtue of statute or otherwise.

Application of Funds.

        Any funds received by Lender pursuant to the exercise of any
rights accorded to Lender pursuant to, or by the operation of any of the
terms of, any of the Loan Instruments, including, without limitation,
insurance proceeds, condemnation proceeds or proceeds from the sale of
collateral, shall be applied to Borrower's Obligations in the following
order of priority:

Expenses.

        First to the payment of (i) all fees and expenses actually
incurred, including, without limitation, court costs, fees of appraisers,
title charges, costs of maintaining and preserving the Collateral, costs of
sale, and all other costs incurred by Lender in exercising any rights
accorded to such Persons pursuant to the Loan Instruments or by applicable
law, including, without limitation, reasonable attorney's fees, and (ii)
all Liens superior to the Liens of Lender except such superior Liens subject
to which any sale of the Collateral may have been made.

Borrower's Obligations.

        Next, to Lender, in such order as Lender may determine, to repay the
Borrower's Obligation.


Surplus.

        Any surplus, to the Person or Persons entitled thereto.

Performance of Borrower's Obligations.

        If Borrower or Guarantor fails to (i) maintain in force and pay for
any insurance policy or bond which Borrower or Guarantor is required to
provide pursuant to any of the Loan Instruments, (ii) keep the Collateral
free from all Liens except for Permitted Liens, (iii) pay when due all
taxes, levies and assessments on or in respect of the Collateral, except as
otherwise permitted pursuant to the terms hereof, (iv) make all payments and
perform all acts on the part of Borrower or Guarantor to be paid or performed
in the manner required by the terms hereof and by the terms of the other Loan
Instruments with respect to any of the Collateral, including, without
limitation, all expenses of protecting, storing, warehousing, insuring,
handling and maintaining the Collateral, (v) keep fully and perform promptly
any other of the obligations of Borrower or Guarantor hereunder or under any
of the other Loan Instruments, and (vi) keep fully and perform promptly the
obligations of Borrower with respect to any issue of Indebtedness for
Borrowed Money secured by a Permitted Prior Lien, then Lender may (but shall
not be required to) procure and pay for such insurance policy or bond, place
such Collateral in good repair and operating condition, pay, contest or
settle such Liens or taxes or any judgments based thereon or otherwise make
good any other aforesaid failure of Borrower or Guarantor. Borrower shall
reimburse Lender immediately upon demand for all sums paid or advanced on
behalf of Borrower for any such purpose, together with costs and expenses
(including reasonable attorney's fees) paid or incurred by Lender in
connection therewith and interest on all sums advanced from the date of
advancement until repaid to Lender shall be calculated at the Default Rate.
All such sums advanced by Lender, with interest thereon, immediately upon
advancement thereof, shall be deemed to be part of Borrower's Obligations.





                         EXPENSES AND INDEMNITY

Attorney's Fees and Other Fees and Expenses.

        Borrower agrees to pay to Lender on demand all expenses incurred
by Lender in connection with the preparation of this Loan Agreement and

contemplated hereby (including, without limitation, any appraisal fees,
environmental audit fees and title and recording charges) and in connection
with any amendments, modifications or waivers (whether or not the same
become effective) under or in respect of any of the Loan Instruments,
including, without limitation:

Fees and Expenses for Preparation of Loan Instruments.

        All expenses, disbursements (including, without limitation, charges
for required mortgagee's title insurance, lien searches, reproduction of
documents, long distance telephone calls and overnight express carriers)
and reasonable attorney's fees, actually incurred of special counsel and
other counsel retained by Lender in connection with (i) the preparation and
negotiation of the Loan Instruments or any amendments, modifications or
waivers hereto or thereto and (ii) the administration of the Revolving Loan.


Fees and Expenses in Enforcement of Rights or Defense of Loan Instruments.

        Any expenses or other costs, including reasonable attorney's fees
actually incurred by Lender, in connection with the enforcement or
collection against Borrower of any provision of any of the Loan Instruments,
and in connection with or arising out of any litigation, investigation or
proceeding instituted by any Governmental Body or any other Person with
respect to any of the Loan Instruments, whether or not suit is instituted,
including, but not limited to, such costs or expenses arising from the
enforcement or collection against Borrower or Guarantor of any provision of
any of the Loan Instruments, in any workout or restructuring or in any state
or federal bankruptcy or reorganization proceeding.

Indemnity.

        Borrower and Guarantor agree to indemnify and save Lender harmless
of and from the following:

Brokerage Fees.

        The fees, if any, of brokers and finders engaged by Borrower or
 Guarantor.

General.

        Any loss, cost, liability, damage or expense (including reasonable
attorneys' fees and expenses) incurred by Lender in investigating,
preparing for, defending against, providing evidence, producing documents
or taking other action in respect of any commenced or threatened litigation,
administrative proceeding, suit instituted by any Person or investigation
under any law, including any federal securities law, the Bankruptcy Code,
any relevant state corporate statute or any other securities law, bankruptcy
law or law affecting creditors generally of any jurisdiction, or any
regulation pertaining to any of the foregoing, or at common law or
otherwise, relating, directly or indirectly, to the transactions contemplated
by or referred to in, or any other matter related to, the Loan Instruments,
whether or not Lender is a party to such litigation, proceeding or suit, or
is subject to such investigation, except to the extent of any gross
negligence or willful misconduct of Lender.

Operation of Collateral; Joint Venturers.

        Any loss, cost, liability, damage or expense (including
reasonable attorneys' fees and expenses) incurred in connection with the
ownership, operation or maintenance of the Collateral, the construction of
Lender and Borrower as having the relationship of joint venturers or partners
or the determination that Lender has acted as agent for Borrower.

Environmental Indemnity.

        Any and all claims, losses, damages, response costs, clean-up costs
and expenses suffered and/or incurred at any time by Lender arising out of or
in any way relating to the existence at any time of any Hazardous Materials
in, on, under, at transported to or from, or used in the construction and/or
renovation of, any of the Real Property or Leasehold Property, or otherwise
with respect to any Environmental Law, and/or the failure of any obligor to
perform its obligations and covenants hereunder with respect to
environmental matters, including, but not limited to: (i) claims of any
Persons for damages, penalties, response costs, clean-up costs, injunctive
or other relief, (ii) costs of removal and restoration, including fees of
attorneys and experts, and costs of reporting the existence of Hazardous
Materials to any Governmental Body, and (iii) any expenses or obligations,
including attorney's fees and expert witness fees, incurred at, before and
after any trial or other proceeding before any Governmental Body or appeal
therefrom whether or not taxable as costs, including, without limitation,
witness fees, deposition costs, copying and telephone charges and other
expenses, all of which shall be paid by Borrower to Lender when incurred
by Lender.

                                 MISCELLANEOUS

Notices.

        All notices and communications under this Loan Agreement shall be
in writing and shall be (i) delivered in person, (ii) sent by telecopy, or
(iii) mailed, postage prepaid, either by registered or certified mail, return
receipt requested, or by overnight express carrier, addressed in each case
as follows:


To Lender:
U.S. Bank National Association
209 South LaSalle St., Suite 410
Chicago, IL 60604
Attn:  Craig B. Collinson, Senior Vice President
Telecopy: (312) 325-8750


Copy to:
Gould & Ratner
222 N. LaSalle Street, 8th Floor
Chicago, IL 60601-1086
Attn: Christopher J. Horvay, Esq.
Telecopy: (312) 236-3241

To Borrower and Guarantor:
US 1 Industries, Inc.
1000 Colfax Street
Gary, IN  46406
Attn:  Michael E. Kibler and Harold Antonson

Copy to:
Troutman Sanders LLP
600 Peachtree Street NE
Atlanta, GA  30308
Attn: Brink Dickerson, Esq.
Telephone No.: (404) 885-3822

or to any other address or telecopy number, as to any of the parties hereto,
as such party shall designate in a written notice to the other parties
hereto. All notices sent pursuant to the terms of this Section 11. 1 shall
be deemed received (i) if personally delivered, then on the Business Day of
delivery, (ii) if sent by telecopy before 2:00 p.m. Chicago time, on the day
sent if a Business Day or if such day is not a Business Day or if sent
after 2:00 p.m. Chicago time, then on the next Business Day, (iii) if sent
by overnight, express carrier, on the next Business Day immediately following
the day sent, or (iv) if sent by registered or certified mail, on the earlier
of the fifth Business Day following the day sent or when actually received.
Any notice by telecopy shall be followed by delivery on the next Business Day
by overnight, express carrier or by hand.

Survival of Loan Agreement; Indemnities.

        All covenants, agreements, representations and warranties made in
this Loan Agreement and in the certificates delivered pursuant hereto shall
continue in full force and effect so long as any of Borrower's Obligations
remain outstanding, unperformed or unpaid. Notwithstanding the repayment of
all amounts due under the Loan Instruments, the cancellation of the
Revolving Note and the release and/or cancellation of any and all of the
Loan Instruments or the foreclosure of any Liens on the Collateral, the
obligations of Borrower and Guarantor to indemnify Lender with respect to
the expenses, damages, losses, costs and liabilities described in Section
9.2 shall survive until all applicable statute of limitations periods with
respect to actions which may be brought against Lender has run.

Further Assurance.

        From time to time, Borrower and Guarantor shall execute and deliver
to Lender such additional documents as Lender reasonably may require to
carry out the purposes of the Loan Instruments and to protect Lender's
rights thereunder, and not take any action inconsistent with the purposes of
the Loan Instruments.

Taxes and Fees.

        Should any tax (other than taxes based upon the net income of
Lender), recording or filing fees become payable in respect of any of the
Loan Instruments, or any amendment, modification or supplement thereof,
Borrower agrees to pay the same on demand, together with any interest or
penalties thereon attributable to any delay by Borrower in meeting
Lender's demand, and agrees to hold Lender harmless with respect thereto.

Severability.

        In the event that any provision of this Loan Agreement is deemed
to be invalid by reason of the operation of any law or by reason of the
interpretation placed thereon by any court or any other Governmental Body,
as applicable, the validity, legality and enforceability of the remaining
erms and provisions of this Loan Agreement shall not in any way be affected
or impaired thereby, all of which shall remain in fall force and effect, and
he affected term or provision shall be modified to the minimum extent
permitted by law so as to achieve most fully the intention of this Loan
Agreement.

Waiver.

        No delay on the part of Lender in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, and no single or
partial exercise of any right, power or privilege hereunder shall preclude
other or further exercise thereof, or be deemed to establish a custom or
course of dealing or performance between the parties hereto, or preclude
the exercise of any other right, power or privilege.

Modification of Loan Instruments.

        No modification or waiver of any provision of any of the Loan
Instruments shall be effective unless the same shall be in writing and signed
by Lender. Any such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on
Borrower or Guarantor in any case shall entitle Borrower or Guarantor to any
other or further notice or demand in the same, similar or other
circumstances.

Captions.

        The headings in this Loan Agreement are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.

Successors and Assigns.

        This Loan Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the
parties hereto; provided that Borrower may not assign any of its rights
or delegate any of its duties hereunder to any other Person.

Remedies Cumulative.

        All rights and remedies of Lender pursuant to this Loan Agreement,
any other Loan Instruments or otherwise, shall be cumulative and non-
exclusive, and may be exercised singularly or concurrently. Lender shall not
be required to prosecute collection, enforcement or other remedies against
any Person before proceeding against Borrower or Guarantor to enforce or

resort to any security, liens, collateral or other rights of Lender. One or
more successive actions may be brought against Borrower and/or any other
Person, either in the same action or in separate actions, as often as
Lender deems advisable, until all of Borrower's Obligations are paid and
performed in full.

Entire Agreement; Conflict.

        This Loan Agreement and the other Loan Instruments executed prior
or pursuant hereto constitute the entire agreement among the parties hereto
with respect to the transactions contemplated hereby or thereby and
supersede any prior agreements, whether written or oral, relating to the
subject matter hereof In the event of a conflict between the terms and
conditions set forth herein and the terms and conditions set forth in any
other Loan Instrument, the terms and conditions set forth herein shall govern.

Applicable Law.

        The Loan Instruments shall be construed in accordance with and
governed by the laws and decisions of the State of Illinois, without regard
to the conflict of laws principles thereof. For purposes of this Section
10.12, the Loan Instruments shall be deemed to be performed and made in the
State of Illinois.




                          JURISDICTION AND VENUE.

        BORROWER AND GUARANTOR HEREBY AGREE THAT ALL ACTIONS OR PROCEEDINGS
INITIATED BY BORROWER AND GUARANTOR AND ARISING DIRECTLY OR INDIRECTLY OUT
OF THE LOAN INSTRUMENTS SHALL BE LITIGATED IN EITHER THE CIRCUIT COURT OF
COOK COUNTY, ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS, OR IF LENDER INITIATES SUCH ACTION, IN
ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH LENDER SHALL INITIATE
OR TO WHICH LENDER SHALL REMOVE SUCH ACTION, TO THE EXTENT SUCH COURT HAS
JURISDICTION. BORROWER AND GUARANTOR HEREBY EXPRESSLY SUBMIT AND CONSENT
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY
LENDER IN OR REMOVED BY LENDER TO ANY OF SUCH COURTS, AND HEREBY AGREE THAT
PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS
ISSUED THEREIN MAY BE SERVED IN THE MANNER PROVIDED FOR NOTICES HEREIN, AND
AGREE THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS
MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE
ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO SECTION 10.1. BORROWER
AND GUARANTOR WAIVE ANY CLAIM THAT EITHER THE CIRCUIT COURT OF COOK COUNTY,
ILLINOIS OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF
VENUE. TO THE EXTENT PROVIDED BY LAW, SHOULD BORROWER AFTER BEING SO SERVED,
FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO
SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF,
BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE
ENTERED BY THE COURT AGAINST BORROWER AS DEMANDED OR PRAYED FOR IN SUCH
SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR
BORROWER AND GUARANTOR SET FORTH IN THIS SECTION 10.13 SHALL NOT BE DEEMED
TO PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OBTAINED IN ANY OTHER
FORUM OR THE TAKING BY LENDER OF ANY ACTION TO ENFORCE THE SAME IN ANY
OTHER APPROPRIATE JURISDICTION, AND BORROWER AND GUARANTOR HEREBY WAIVE
THE RIGHT TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.

WAIVER OF RIGHT TO JURY TRIAL.

        LENDER, BORROWER AND GUARANTOR ACKNOWLEDGE AND AGREE THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER ANY OF THE LOAN INSTRUMENTS OR WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED THEREBY WOULD BE BASED UPON
DIFFICULT AND COMPLEX ISSUES AND, THEREFORE, THE PARTIES AGREE THAT
ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT
OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Time of Essence.

        Time is of the essence for the performance by Borrower of the
obligations set forth in this Loan Agreement and the other Loan
Instruments.

Estoppel Certificate.

        Within 15 days after Lender requests Borrower and Guarantor to do
so, Borrower and Guarantor will execute and deliver to Lender a statement
certifying (i) that this Loan Agreement is in full force and effect and has
not been modified except as described in such statement, (ii) the date to
which interest and principal on the Note has been paid, (iii) the Principal
Balance, (iv) whether or not to its knowledge an Incipient Default or Event
of Default has occurred and is continuing, and, if so, specifying in
reasonable detail each such Incipient Default or Event of Default of which
it has knowledge, (v) whether to its knowledge it has any defense, set off
or counterclaim to the payment of the Note in accordance with its terms, and,
if so, specifying each defense, set off or counterclaim of which it has
knowledge in reasonable detail (including where applicable the amount
thereof), and (vi) as to any other matter reasonably requested by Lender.

Consequential Damages.

        Neither Lender nor any attorney of Lender shall be liable to
Borrower for consequential damages arising from any breach of contract, tort
or other wrong relating to the establishment, administration or collection
of the Borrower's Obligations.

Counterparts.
        This Loan Agreement may be executed by the parties hereto in several
counterparts and each such counterpart shall be deemed to be an original,

but all such counterparts shall together constitute one and the same
agreement.

No Fiduciary Relationship.

        No provision in this Loan Agreement or in any other Loan Instrument,
and no course of dealing among the parties hereto, shall be deemed to create
any fiduciary duty by Lender to Borrower or Guarantor.

Notice of Breach by Lender.

        Borrower and Guarantor agree to give Lender written notice of (i)
any action or inaction by Lender or any attorney of Lender in connection
with the Loan Instruments that may be actionable against Lender or any
attorney or Lender or (ii) any defense to the payment of Borrower's
Obligations for any reason, including, but not limited to, commission of a
tort or violation of any contractual duty implied by law. Borrower and
Guarantor agree that unless such notice is fully given as promptly as
possible (but in any event within 30 days) after Borrower or Guarantor
has knowledge, or with the exercise of reasonable diligence should have
had knowledge, of any such action, inaction or defense, Borrower and

Guarantor shall not assert, and shall be deemed to have waived, any claim
or defense arising therefrom.

[SIGNATURE PAGE FOLLOWS]

















































IN WITNESS WHEREOF, this Loan Agreement has been executed and delivered by
each of the parties hereto by a duly authorized officer of each such party
on the date first set forth above.

CAROLINA NATIONAL TRANSPORTATION INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________



GULF LINE TRANSPORT INC., an Indiana corporation

By: _____________________________


Name: ___________________________

Title: ____________________________


FIVE STAR TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


CAM TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________



UNITY LOGISTIC SERVICES INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________








ERX, INC., an Indiana corporation


By: _____________________________

Name: ___________________________

Title: ____________________________
FRIENDLY TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


TRANSPORT LEASING, INC., an Arkansas corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


HARBOR BRIDGE INTERMODAL, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


PATRIOT LOGISTICS, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


LIBERTY TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________






KEYSTONE LINES CORPORATION, an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________





US 1 INDUSTRIES, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


U.S. BANK NATIONAL ASSOCIATION,
a national banking association

By: _____________________________


Name: Craig B. Collinson
Title: Senior Vice President






























             LIST OF EXHIBITS TO LOAN AGREEMENT






Exhibit 1.1(A)		 - 	Form of Compliance Certificate
Exhibit 2.1.4		 - 	Form of Notice of Borrowing
Schedule 5.4.3		 - 	Facility Sites, Locations of Property,
                              Books and Records
Schedule 5.4.4		 - 	Leases
Schedule 5.4.5		 - 	Real Property
Schedule 5.4.7		 - 	Existing Indebtedness
Schedule 5.6		 - 	Financial Statements
Schedule 5.7		 - 	Litigation
Schedule 5.11		 - 	Patents, Trademarks, Franchises and Agreements
Schedule 5.16		 -	Permitted Subordinated Indebtedness
Schedule 5.18.1	       - 	Employee Benefit Plans
Schedule 5.19.1	       - 	Collective Bargaining Agreements; Grievances
Exhibit A-1		       -	Reaffirmation of Limited Guaranty
                              (Michael Kibler)
Exhibit A-2		       -	Reaffirmation of Limited Guaranty
                              (Harold Antonson)
Exhibit B		       -	Reaffirmation of Corporate Guaranty
Exhibit C-1		       -	Acknowledgement (Kibler/Antonson)
Exhibit C-2		       -	Acknowledgement (August Investment Partnership)














                              Exhibit 1.1(A)

                            COMPLIANCE CERTIFICATE

        Reference is made to that certain Amended and Restated Loan
Agreement dated as of March 10, 2005 (as the same may be amended, modified,
supplemented or restated from time to time, the "Loan Agreement"), between
the undersigned, and U.S. Bank National Association, a national banking
association. All capitalized terms used but not elsewhere defined herein
shall have the meanings ascribed to such terms in the Loan Agreement.

        Pursuant to the Loan Agreement the undersigned hereby certifies
to Lender that:

        (1)	as of _______________, 2005, ________________ is the [Chief
Financial Officer] of Borrower;

        (2)	except as set forth below, Borrower is in full compliance
with all terms and conditions of the Loan Agreement; and

        (3)	attached hereto as Schedule I is the calculation of Borrower's
(a) Maximum Unsubordinated Debt to EBITDA Ratio, and (b) Maximum Debt
Service Ratio.

        Compliance Exceptions (if any):

        With respect to any item identified as not being in compliance,
the undersigned has attached and certifies as to the accuracy of
statements specifying the violation, condition, or events which result in
such non-compliance, the nature and status thereof, and the actions which
borrower proposes to take with respect thereto to bring Borrower into
full compliance with the Loan Agreement.

        The foregoing certifications are made by, in his/her capacity as
the acting Chief Financial Officer of Borrower, from his/her personal
knowledge, after due inquiry and with full knowledge that Lender will rely
thereon. This Certificate is given pursuant to and in compliance with
subsection 6.3.4 of the Loan Agreement.

        IN WITNESS WHEREOF, the undersigned has executed this Compliance
Certificate on this ___ day of _________________, 2005.

					________________________________

By: _____________________________

Name: ___________________________

Title: ____________________________








                          Exhibit 2.1.4

               FORM OF NOTICE OF BORROWER/DISBURSEMENT REQUEST

__________________, 200_


U.S. Bank National Association
209 South LaSalle St., Suite 410
Chicago, IL 60604




Dear Sir:

        Reference is made to that certain Amended and Restated Loan
Agreement dated as of March 10, 2005 (the "Loan Agreement") between the
undersigned, the other Borrower Entities named therein, as the Borrower,
US 1 Industries, Inc., as Guarantor and U.S. Bank National Association, as
Lender.  Capitalized Terms used but not elsewhere defined herein shall have
the respective meanings ascribed to such terms in the Loan Agreement.

        Borrower hereby notifies Lender that on the date hereof, Borrower
desires to borrow $______________ of the Revolving Loan and Borrower hereby
directs Lender to disburse such principal amount in accordance with the
payment instructions attached hereto as Exhibit A.

        Borrower acknowledges that this Notice of Borrowing/Disbursement
Request and acceptance by any Borrower Entity of the proceeds of the
disbursements contemplated hereby constitute a representation and warranty
that the conditions contained in subsection 2.1.4 of the Loan Agreement have
been satisfied in all material respects.

                                             Very Truly Yours,

                                             ________________________________

                                             By:	__________________________
                                             Name:	__________________________
                                             Title:	__________________________
















                              Schedule 5.4.3

         Facility Sites, Locations of Property, Books and Records























































                                Schedule 5.4.4

                                    Leases






















































                                Schedule 5.4.5

                                 Real Property























































                              Schedule 5.4.7

                          Existing Indebtedness






















































                                Schedule 5.6

                            Financial Statements
























































                                  Schedule 5.7

                                   Litigation























































                                Schedule 5.11

               Patents, Trademarks, Franchises and Agreements























































                              Schedule 5.16

                   Permitted Subordinated Indebtedness
























































                               Schedule 5.18.1

                           Employee Benefit Plans























































                            Schedule 5.19.1


            Collective Bargaining Agreements; Grievances


















































                                EXHIBIT A-1

                                                            Date: March 10, 2005


                      REAFFIRMATION OF LIMITED GUARANTY

	In connection with the execution of that certain Amended and Restated
Loan Agreement dated as of the date hereof, the undersigned, Michael Kibler,
does hereby absolutely and unconditionally, reaffirm his limited guaranty
dated as of October 1, 2003 to U.S. Bank National Association, a national
banking association formerly known as Firstar Bank N.A. ("Lender"), of (i)
prompt payment when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, of that certain Revolving Loan
Note, dated April 18, 2000, as amended and restated as of June 12, 2000,
December 7, 2000, October 15, 2001, May 1, 2002, August 1, 2002, March 21,
2003, and October 1, 2003, in the principal amount of $10,000,000 (the
"Revolving Loan Note"), executed by Carolina National Transportation Inc.,
an Indiana corporation ("Carolina"); Keystone Lines, a California
orporation ("Keystone"); Gulf Line Transport Inc., an Indiana corporation
("Gulf Line"); Five Star Transport, Inc., an Indiana corporation
("Five Star"); CAM Transport, Inc., an Indiana corporation ("Cam");
Unity Logistic Services Inc., an Indiana corporation ("Unity"); ERX, Inc.,
an Indiana corporation ("ERX"); Friendly Transport, Inc. ("Friendly");
Transport Leasing, Inc., an Arkansas corporation ("Transport Leasing");
Transport Logistics, LLC, an Arkansas limited liability company ("Transport
Logistics"); Harbor Bridge Intermodal, Inc., an Indiana corporation
("Harbor"); Patriot Logistics, Inc., an Indiana corporation ("Patriot");
Liberty Transport, Inc., an Indiana corporation ("Liberty"), and Keystone
Lines Corporation, an Indiana corporation ("Keystone-Indiana") (Carolina,
Keystone, Gulf Line, Five Star, Unity, ERX, Friendly, Transport Leasing,
Transport Logistics, Harbor, Patriot, Liberty and Keystone-Indiana are
hereinafter collectively referred to as "Borrowers") and (ii) prompt
performance and payment of all of Borrower's Obligations (as defined in
that certain Loan Agreement dated April 18, 2000, as amended as of June 9,
2000, December 7, 2000, March 1, 2001, October 15, 2001, May 1, 2002, August
1, 2002, March 21, 2003, and October 1, 2003, and as amended and restated
by that certain Amended and Restated Loan Agreement, dated as of the date
hereof, between Borrowers (other than Transport Logistics, which has been
dissolved), Lender, and US 1 Industries, Inc. (the "Loan Agreement")) (any
and all indebtedness represented or evidenced by or arising with respect to
the Revolving Loan Note in favor of Lender and Borrower's Obligations
hereinafter sometimes collectively referred to as the "Guaranteed Debt"),
all on the terms set forth therein, and further guarantees the performance
of his obligations with regards to the Revolving Loan Note and the Loan
Agreement, as the same have been amended (or amended and restated, as the
case may be), as of the date hereof.

Chicago, Illinois
				_________________________
					Michael Kibler









                               EXHIBIT A-2

                                                        Date: March 10, 2005

                    REAFFIRMATION OF LIMITED GUARANTY

	In connection with the execution of that certain Amended and Restated
Loan Agreement dated as of the date hereof, the undersigned, Harold Antonson,
does hereby absolutely and unconditionally, reaffirm his limited guaranty
dated as of October 1, 2003 to U.S. Bank National Association, a national
banking association formerly known as Firstar Bank N.A. ("Lender"), of (i)
prompt payment when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, of that certain Revolving Loan Note,
dated April 18, 2000, as amended and restated as of June 12, 2000, December
7, 2000, October 15, 2001, May 1, 2002, August 1, 2002, March 21, 2003, and
October 1, 2003, in the principal amount of $10,000,000 (the "Revolving Loan
Note"), executed by Carolina National Transportation Inc., an Indiana
corporation ("Carolina"); Keystone Lines, a California corporation
("Keystone"); Gulf Line Transport Inc., an Indiana corporation ("Gulf
Line"); Five Star Transport, Inc., an Indiana corporation ("Five Star");
CAM Transport, Inc., an Indiana corporation ("Cam"); Unity Logistic
Services Inc., an Indiana corporation ("Unity"); ERX, Inc., an Indiana
corporation ("ERX"); Friendly Transport, Inc. ("Friendly"); Transport
Leasing, Inc., an Arkansas corporation ("Transport Leasing"); Transport
Logistics, LLC, an Arkansas limited liability company ("Transport
Logistics"); Harbor Bridge Intermodal, Inc., an Indiana corporation
("Harbor"); Patriot Logistics, Inc., an Indiana corporation ("Patriot");
Liberty Transport, Inc., an Indiana corporation ("Liberty"), and Keystone
Lines Corporation, an Indiana corporation ("Keystone-Indiana") (Carolina,
Keystone, Gulf Line, Five Star, Unity, ERX, Friendly, Transport Leasing,
Transport Logistics, Harbor, Patriot, Liberty and Keystone-Indiana are
hereinafter collectively referred to as "Borrowers") and (ii) prompt
performance and payment of all of Borrower's Obligations (as defined in
that certain Loan Agreement dated April 18, 2000 , as amended as of June 9,
2000, December 7, 2000, March 1, 2001, October 15, 2001, May 1, 2002, August
1, 2002, March 21, 2003, and October 1, 2003, and as amended and restated
by that certain Amended and Restated Loan Agreement, dated as of the date
hereof, between Borrowers (other than Transport Logistics, which has been
dissolved), Lender, and US 1 Industries, Inc. (the "Loan Agreement")) (any
and all indebtedness represented or evidenced by or arising with respect to
the Revolving Loan Note in favor of Lender and Borrower's Obligations
hereinafter sometimes collectively referred to as the "Guaranteed Debt"), all
on the terms set forth therein, and further guarantees the performance of
his obligations with regards to the Revolving Loan Note and the Loan
Agreement, as the same have been amended (or amended and restated, as the
case may be), as of the date hereof.

Chicago, Illinois
				____________________

				Harold Antonson




                             EXHIBIT B

                                                           Date: March 10, 2005

                REAFFIRMATION OF CORPORATE GUARANTY

        To induce U.S. Bank National Association, a national banking
association formerly known as Firstar Bank N.A., whose address is 30 N.
Michigan Avenue, Chicago, Illinois 60602 ("Lender"), to advance funds to
Carolina National Transportation Inc., an Indiana corporation ("Carolina");
Keystone Lines, a California corporation ("Keystone"); Gulf Line Transport
Inc., an Indiana corporation ("Gulf Line"); Five Star Transport, Inc., an
Indiana corporation ("Five Star"); CAM Transport, Inc., an Indiana
corporation ("Cam"); Unity Logistic Services Inc., an Indiana corporation
("Unity"); ERX, Inc., an Indiana corporation ("ERX"); Friendly Transport,
Inc. ("Friendly"); Transport Leasing, Inc., an Arkansas corporation
("Transport Leasing"); and Transport Logistics, LLC, an Arkansas limited
liability company ("Transport Logistics"); Harbor Bridge Intermodal, Inc.
("Harbor"); Patriot Logistics, Inc. ("Patriot"); Liberty Transport, Inc.
("Liberty") and Keystone Lines Corporation, an Indiana corporation
("Keystone-Indiana") (Carolina, Keystone, Gulf Line, Five Star, Unity,
ERX, Friendly, Transport Leasing, Transport Logistics, Harbor, Patriot,
Liberty, and Keystone-Indiana are hereinafter collectively referred to as
"Borrowers") and to enter into a certain Amended and Restated Loan
Agreement dated as of the date hereof, which amends and restates that
certain Loan Agreement dated as of April 18, 2000, as amended as of June 9,
2000, December 7, 2000, March 1, 2001, October 15, 2001, May 1, 2002, August
1, 2002, March 21, 2003, and October 1, 2003, between Borrowers, Lender, and
US 1 Industries, Inc. of even date herewith between Borrowers (other than
Transport Logistics, which has been dissolved) and Lender (which Amended
and Restated Loan Agreement, is referred to herein as the "Loan Agreement")
and to otherwise extend credit to Borrowers, the undersigned hereby
irrevocably, absolutely and unconditionally reaffirms its Corporate
Guaranty dated as of October 1, 2003, concerning the payment and
performance when due of all presently existing or hereafter incurred
direct, indirect, absolute or contingent indebtedness, liabilities and
other obligations of Borrowers to Lender arising out of or incurred in
connection with the Revolving Loan Note dated April 18, 2000 from Borrowers
to Lender, as amended and restated as of June 9, 2000, December 7, 2000,
October 15, 2001, May 1, 2002, August 1, 2002, March 21, 2003 and October
1, 2003 (the "Revolving Loan Note"), or any document, instrument, mortgage,
guaranty, or security agreement given or delivered to evidence or secure
the indebtedness evidenced by the Notes, and all modifications, amendments
and supplements thereto including, but not limited to, charges, interest and
the principal, interest and other sums payable pursuant to the Notes or the
Loan Agreement or any of the Loan Instruments (as defined in the Loan
Agreement) (collectively, the "Obligations").

[SIGNATURE PAGE FOLLOWS]







Chicago, Illinois
                             US 1 INDUSTRIES, INC., an Indiana corporation

                             By:    _________________________________



                             Name:  _________________________________


                             Title: _________________________________
                                         Address: 1000 Colfax Street
                                         Gary, IN 46406
                                         Fax No.: (219) 977-5227












































                                   EXHIBIT C-1

                                 ACKNOWLEDGEMENT
                            (Subordination Agreement)

        The undersigned hereby acknowledge and agree, 1) that U.S. Bank
National Association, a national banking association formerly known as
Firstar Bank N.A. ("Lender"), has agreed to enter into a certain Amended
and Restated Loan Agreement dated as of March 10, 2005 (the "Amendment")
with the Borrowers identified therein (the "Borrowers"); 2) that the
Subordinated Debt (as defined in that certain Subordination Agreement

dated April 18, 2000, as amended by that certain Amendment to Subordination
Agreement dated August 1, 2002, between Lender and the undersigned (the
"Subordination Agreement")) is and shall continue to be subordinate, all
as provided in the Subordination Agreement, to any sums loaned to the
Borrowers, or any of them, in addition to being subordinate to any amounts
otherwise advanced to Borrowers, or any of them, by Lender prior to or
subsequent to the date hereof under the Loan Agreement (as that term is
defined in the Amendment); and 3) that any amounts advanced to any of the
Borrowers prior to or subsequent to the date hereof under the Loan
Agreement shall constitute Senior Debt for purposes of the Subordination
Agreement.

IN WITNESS WHEREOF, this Acknowledgement has been executed and delivered as
of March 10, 2005


						______________________________
						Harold Antonson

						______________________________
						Michael Kibler

























                                  EXHIBIT C-2

                                ACKNOWLEDGEMENT
                           (Subordination Agreement)

        The undersigned hereby acknowledges and agrees, 1) that U.S.
Bank National Association, a national banking association formerly known
as Firstar Bank N.A. ("Lender"), has agreed to enter into a certain Amended
and Restated Loan Agreement dated as of March 10, 2005 (the "Amendment")
with the Borrowers identified therein (the "Borrowers"); 2) that the
Subordinated Debt (as defined in that certain Amended and Restated
Subordination Agreement dated as of August 1, 2002, between Lender and
the undersigned (the "Subordination Agreement")) is and shall continue to
be subordinate, all as provided in the Subordination Agreement, to any sums
loaned to the Borrowers, or any of them, in addition to being subordinate to
any amounts otherwise advanced to Borrowers, or any of them, by Lender prior

to or subsequent to the date hereof under the Loan Agreement (as that term
is defined in the Amendment); and 3) that any amounts advanced to any of
the Borrowers prior to or subsequent to the date hereof under the Loan
Agreement shall constitute Senior Debt for purposes of the Subordination
Agreement.

IN WITNESS WHEREOF, this Acknowledgement has been executed and delivered as
of March 10, 2005.


				AUGUST INVESTMENT PARTNERSHIP

					By:	AUGUST INVESTMENT CORPORATION,
						General Partner

						By:	______________________________
						Its:	______________________________

























                                   Exhibit 10.13


                AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

        This Amendment to Amended and Restated Loan Agreement ("Amendment"),
dated as of May 5, 2005 is between CAROLINA NATIONAL TRANSPORTATION INC.,
an Indiana corporation ("Carolina"); GULF LINE TRANSPORT INC., an Indiana
corporation ("Gulf Line"); FIVE STAR TRANSPORT, INC., an Indiana
corporation ("Five Star"); Cam TRANSPORT, INC., an Indiana corporation
("CAM"); UNITY LOGISTIC SERVICES INC., an Indiana corporation ("Unity");
ERX, INC., an Indiana corporation ("ERX"); FRIENDLY TRANSPORT, INC., an
Indiana corporation ("Friendly"); TRANSPORT LEASING, INC., an Arkansas
corporation ("Transport Leasing"); HARBOR BRIDGE INTERMODAL, INC., an
Indiana corporation ("Harbor"); PATRIOT LOGISTICS, INC., an Indiana
corporation ("Patriot"); LIBERTY TRANSPORT, INC., an Indiana corporation
("Liberty"); and KEYSTONE LINES CORPORATION, a California corporation
("Keystone"), (Carolina, Gulf Line, Five Star, CAM, Unity, ERX, Friendly,
Transport Leasing, Harbor, Patriot, Liberty, and Keystone are hereinafter
each referred to each as a "Borrower Entity", and collectively as the
"Borrower"); US 1 INDUSTRIES, INC., an Indiana corporation ("Guarantor");
and U.S. BANK NATIONAL ASSOCIATION, a national banking association
("Lender").  Capitalized terms not defined herein have the meanings ascribed
to them in the Loan Agreement, as that term is defined herein.

PRELIMINARY STATEMENT:

        All Borrower Entities have previously entered into an Amended and
Restated Loan Agreement with Lender dated as of March 10, 2005 (the
"Existing Loan Agreement," and, as amended by this Amendment, the "Loan
Agreement").

        Lender has agreed to amend the Existing Loan Agreement to do the
following: (i) waive events of default relating to Borrower's failure to
comply with certain financial covenants arising out of the Cam Transport
Judgment, as that term is defined herein; (ii) make corresponding adjustments
to the provisions used to calculate collateral availability, set interest
rate pricing, and determine compliance with financial covenants; and (iii)
provide for other matters, as set forth herein.

        NOW, THEREFORE, it is hereby agreed as follows:

2. Each of Borrowers and Guarantor represent and warrant that except for the
Events of Default waived by Lender pursuant to Section 5 of this Amendment,
no Event of Default, except for those Events of Default waived by Section 5
of this Amendment, or Incipient Default exists or will occur as a result of
the execution of and performance under this Amendment to Amended and Restated
Loan Agreement and that each of their representations and warranties set
forth in the Loan Instruments (as the definition of that term is amended by
this Amendment) is true and correct as of the date hereof, except to the
extent that any such representations or warranties speak exclusively to an
earlier date.

3. New definitions are added to Section 1.1 of the Existing Loan Agreement
as follows:

        "Cam Transport Judgment: that certain judgment in the amount of
$1,700,000 entered against Cam on March 16, 2005, by the Court of Commons
Pleas of Allendale County, South Carolina, in the case styled Lina Bennnett
vs. Toby M. Ridgeway and Cam Transport, Inc., Case No. 03-CP."


        "Cam Transport Judgment Adjustment: an adjustment to the otherwise
applicable financial statements of Borrower, solely for the purposes of:
(1) calculating Eligible Accounts Receivable under; (2) setting interest
rate pricing under; and (3) determining compliance with the financial
covenants contained in, this Agreement, which adjustment: (1) reverses the
Cam Transport Judgment Reserve for the calendar quarter ended December 31,
2004 and all subsequent calendar quarters for which the Cam Transport
Judgment remains unsatisfied; and (2) adds as an expense of Borrower the
amount of $1,700,000 (or such lesser amount as is actually required to
satisfy the Cam Transport Judgment), for the calendar quarter during which
the Cam Transport Judgment is satisfied or nullified on appeal or
otherwise."

        "Cam Transport Judgment Reserve: a reserve and related expense
appearing in the financial statements of Borrower in the amount of
$1,700,000, with respect to the Cam Transport Judgment."

4. The following definitions in Section 1.1 of the Existing Loan Agreement
are amended and restated in their entirety as follows:

        "Eligible Accounts Receivable:  (1) The total amount of the
Accounts from completed transactions after deducting (i) Accounts over 75
days past invoice date; (ii) intercompany Accounts; (iii) foreign Accounts;
(iv) Accounts to the extent subject to customer setoffs; (v) Accounts for
which the portion of the Account aged 75 days past the invoice date is in
excess of 50% of the total indebtedness owed to any of the Borrower Entities
by the account debtor; (vi) Accounts for which the account debtor is a
Governmental Body, except those for which the account debtor is the
government of the United States of America, or any department, commission,

board, bureau, agency, public authority or instrumentality thereof and with
respect to which all conditions to the pledge of and perfection of a first
lien interest in such Accounts under the federal Assignment of Claims Act
codified as 41 USC 15 and 31 USC 3727, as amended, on terms satisfactory to
Lender, have been satisfied; and (vii) such other reserves as Lender may
reasonably deem appropriate, less, only until such time as the Cam
Transport Judgment is satisfied, (2) $1,700,000."

         "Loan Instruments:
(xv) 	      Loan Agreement;
(xvi) 	Revolving Loan Note;
(xvii) 	Corporate Guaranty;

(xviii) 	Security Instruments;
(xix) 	Closing Certificate;
(xx) 	      Subordination Agreements;
(xxi)       Personal Guaranties;
(xxii)      Reaffirmations of Personal Guaranties;
(xxiii) 	Corporate Guaranty;
(xxiv) 	Reaffirmation of Corporate Guaranty;
(xxv) 	Standby Letter of Credit;
(xxvi)      Application and Agreement for Standby Letter of Credit;
(xxvii)     Continuing Reimbursement Agreement for Standby Letters of Credit;
            and
(xxviii)    such other instruments and documents as Lender may reasonably
            require in connection with the transactions contemplated by this
            Loan Agreement;

as the same may be amended and/or restated from time to time, including
without limitation as amended by or pursuant to that certain Amended and
Restated Loan Agreement dated March, 10, 2005, by and between the parties
hereto, as amended by that certain Amendment to Amended and Restated Loan
Agreement dated May 5, 2005."

5. Section 1.8 of the Existing Loan Agreement is amended and restated in
its entirety as follows:

"1.8 Waiver of Certain Defaults.

The Loan Agreement requires that Borrower not permit the ratio of
Unsubordinated Debt to EBITDA to exceed 3.25 to 1 for the last four (4)
calendar quarters.  During the four quarters ended March 31, 2005, Borrower
allowed said ratio to exceed 3.25 to 1, owing to the Cam Transport Judgment
Reserve.  The Loan Agreement also requires that Borrower not permit its debt
service ratio to be less than 1.25:1 on a rolling four (4) quarter average.
During the four quarters ended December 31, 2004, Borrower allowed said ratio
to be less than 1.25 to 1, also owing to the Cam Transport Judgment Reserve.
Notwithstanding the terms of the Loan Agreement, Lender hereby waives the
foregoing Events of Default, without waiving its right strictly to enforce
the terms of the Loan Documents in the future."

6. The last sentence of Section 2.3.1 of the Existing Loan Agreement is
amended and restated in its entirety as follows:

"For the purposes of this Section 2.3.1, EBITDA shall be determined based
on a rolling four (4) quarter average, subject to the Cam Transport Judgment
Adjustment for any period to which it is applicable."

7. Section 7.21 of the Existing Loan Agreement is amended and restated in
its entirety as follows:

"7.21 Testing of Financial Covenants.

All of the financial covenants set forth in Sections 7.16 though 7.20 shall
be fully satisfied by Guarantor and Borrower on a quarterly reporting basis,
and shall take into account the Cam Judgment Adjustment for any period to
which it is applicable."

8. Simultaneously with the execution hereof, Borrowers and Guarantor shall
deliver to Lender the following, duly executed by the parties thereto other
than Lender:

i) Reaffirmations of Personal Guaranties of Michael Kibler and Harold
Antonson, in the forms attached hereto as Exhibits A-1 and A-2;

ii) Reaffirmation of Corporate Guaranty of Guarantor, in the form attached
hereto as Exhibit B;

iii) Acknowledgements of the holders of Subordinated Indebtedness of, (1)
the execution of this Amended and Restated Loan Agreement; (2) the
continued effectiveness of those certain Subordination Agreements by and
between Lender and, (a) Harold Antonson and Michael Kibler, dated as of
April 18, 2000, as amended pursuant to that certain Amendment to
Subordination Agreement dated as of August 1, 2002, and (b) August
Investment Partnership, as amended and restated pursuant to that certain
Amended and Restated Subordination Agreement dated as of August 1, 2002
(collectively, as so amended, the "Subordination Agreements"), in the
forms attached hereto as Exhibits C-1 and C-2; and

iv) A legal opinion from Borrower's counsel, Troutman Sanders, LLP, in a
form reasonably satisfactory to Lender's counsel regarding the Borrower's
and the Guarantor's authorization, execution and delivery of this
Amendment, dated as of the date hereof, and the documents referenced herein
to which Borrower and/or Guarantor are a party, and the incorporation or
organization, as the case may be, and the good standing, of each Borrower and
of the Guarantor as of the date hereof.

9. All references to the "Loan Agreement" and other terms defined in the
Existing Loan Agreement shall be deemed to take account of the Existing
Loan Agreement, as amended by this Amendment.

10. Borrowers shall pay Lender a fee in the amount of $25,000, being 0.25%
of the Revolving Loan Commitment, simultaneously with the execution of this
Amendment, and shall reimburse Lender for all of Lender's out-of-pocket
costs related to the transaction contemplated herein, including without
limitation public record searches ordered by Lender or its counsel and
legal fees incurred by Lender in connection with the preparation of
documents, due diligence review or closing regarding the transaction
contemplated herein or the enforcement of the terms hereof or of any of the
Loan Instruments.

11. From time to time, Borrowers and Guarantor shall execute and deliver to
Lender such additional documents as Lender reasonably may require to carry
out the purposes of this Amendment and the Loan Instruments and to protect
Lender's rights hereunder and thereunder, and shall not take any action
inconsistent with the purposes of the Loan Instruments.

12. Except as expressly amended hereby, the terms and conditions of the
Existing Loan Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned Borrowers, Lender, and Guarantor have
signed this Amendment to Amended and Restated Loan Agreement as of the
date first above written.

CAROLINA NATIONAL TRANSPORTATION INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________







GULF LINE TRANSPORT INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


FIVE STAR TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


CAM TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


UNITY LOGISTIC SERVICES INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


ERX, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


FRIENDLY TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________





TRANSPORT LEASING, INC., an Arkansas corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


HARBOR BRIDGE INTERMODAL, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


PATRIOT LOGISTICS, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


LIBERTY TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


KEYSTONE LINES CORPORATION, an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


US 1 INDUSTRIES, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________





U.S. BANK NATIONAL ASSOCIATION,
a national banking association

By: _____________________________

Name: Craig B. Collinson
Title: Senior Vice President

















































                                 EXHIBIT A-1

                                                              Date: May 5, 2005

                        REAFFIRMATION OF LIMITED GUARANTY

	In connection with the execution of that certain Amendment to Amended
and Restated Loan Agreement dated as of the date hereof (the "Amendment"),
the undersigned, Michael Kibler, does hereby absolutely and
unconditionally reaffirm his limited guaranty dated as of October 1, 2003
to U.S. Bank National Association, a national banking association formerly
known as Firstar Bank N.A. ("Lender"), of (i) prompt payment when due,
whether at stated maturity, upon acceleration or otherwise, and at all
times thereafter, of that certain Revolving Loan Note, dated April 18,
2000, as amended and restated as of June 12, 2000, December 7, 2000,
October 15, 2001, May 1, 2002, August 1, 2002, March 21, 2003, and
October 1, 2003, in the principal amount of $10,000,000 (the "Revolving
Loan Note"), executed by Carolina National Transportation Inc., an
Indiana corporation ("Carolina"); Keystone Lines, a California
corporation ("Keystone"); Gulf Line Transport Inc., an Indiana corporation
("Gulf Line"); Five Star Transport, Inc., an Indiana corporation ("Five
Star"); Cam Transport, Inc., an Indiana corporation ("CAM"); Unity
Logistic Services Inc., an Indiana corporation ("Unity"); ERX, Inc., an
Indiana corporation ("ERX"); Friendly Transport, Inc. ("Friendly");
Transport Leasing, Inc., an Arkansas corporation ("Transport Leasing");
Transport Logistics, LLC, an Arkansas limited liability company
("Transport Logistics"); Harbor Bridge Intermodal, Inc., an Indiana
corporation ("Harbor"); Patriot Logistics, Inc., an Indiana corporation
("Patriot"); Liberty Transport, Inc., an Indiana corporation ("Liberty"),
and Keystone Lines Corporation, an Indiana corporation ("Keystone-
Indiana") (Carolina, Keystone, Gulf Line, Five Star, Unity, ERX,
Friendly, Transport Leasing, Transport Logistics, Harbor, Patriot, Liberty
and Keystone-Indiana are hereinafter collectively referred to as
"Borrowers") and (ii) prompt performance and payment of all of
Borrower's Obligations (as defined in that certain Amended and Restated
Loan Agreement, dated as of March 10, 2005, as amended by the Amendment,
between Borrowers, Lender, and US 1 Industries, Inc. (as so amended, the
"Loan Agreement")) (any and all indebtedness represented or evidenced by
or arising with respect to the Revolving Loan Note in favor of Lender
and Borrower's Obligations hereinafter sometimes collectively referred to
as the "Guaranteed Debt"), all on the terms set forth therein, and
further guarantees the performance of his obligations with regards to
the Revolving Loan Note and the Loan Agreement, as the same have been
amended (or amended and restated, as the case may be), as of the date
hereof.

Chicago, Illinois
				_________________________
					Michael Kibler








                              EXHIBIT A-2

                                                           Date: May 5, 2005

                     REAFFIRMATION OF LIMITED GUARANTY

	In connection with the execution of that certain Amendment to Amended
and Restated Loan Agreement dated as of the date hereof (the "Amendment"),
the undersigned, Harold Antonson, does hereby absolutely and unconditionally
reaffirm his limited guaranty dated as of October 1, 2003 to U.S. Bank
National Association, a national banking association formerly known as
Firstar Bank N.A. ("Lender"), of (i) prompt payment when due, whether at
stated maturity, upon acceleration or otherwise, and at all times thereafter,
of that certain Revolving Loan Note, dated April 18, 2000, as amended and
restated as of June 12, 2000, December 7, 2000, October 15, 2001, May 1,
2002, August 1, 2002, March 21, 2003, and October 1, 2003, in the principal
amount of $10,000,000 (the "Revolving Loan Note"), executed by Carolina
National Transportation Inc., an Indiana corporation ("Carolina"); Keystone
Lines, a California corporation ("Keystone"); Gulf Line Transport Inc., an
Indiana corporation ("Gulf Line"); Five Star Transport, Inc., an Indiana
corporation ("Five Star"); Cam Transport, Inc., an Indiana corporation
("CAM"); Unity Logistic Services Inc., an Indiana corporation ("Unity");
ERX, Inc., an Indiana corporation ("ERX"); Friendly Transport, Inc.
("Friendly"); Transport Leasing, Inc., an Arkansas corporation
("Transport Leasing"); Transport Logistics, LLC, an Arkansas limited
liability company ("Transport Logistics"); Harbor Bridge Intermodal, Inc.,
an Indiana corporation ("Harbor"); Patriot Logistics, Inc., an Indiana
corporation ("Patriot"); Liberty Transport, Inc., an Indiana corporation
("Liberty"), and Keystone Lines Corporation, an Indiana corporation
("Keystone-Indiana") (Carolina, Keystone, Gulf Line, Five Star, Unity,
ERX, Friendly, Transport Leasing, Transport Logistics, Harbor, Patriot,
Liberty and Keystone-Indiana are hereinafter collectively referred to as
"Borrowers") and (ii) prompt performance and payment of all of Borrower's
Obligations (as defined in that certain Amended and Restated Loan
Agreement, dated as of March 10, 2005, as amended by the Amendment,
between Borrowers, Lender, and US 1 Industries, Inc. (as so amended, the
"Loan Agreement")) (any and all indebtedness represented or evidenced by
or arising with respect to the Revolving Loan Note in favor of Lender and
Borrower's Obligations hereinafter sometimes collectively referred to as
the "Guaranteed Debt"), all on the terms set forth therein, and further
guarantees the performance of his obligations with regards to the Revolving
Loan Note and the Loan Agreement, as the same have been amended (or amended
and restated, as the case may be), as of the date hereof.

Chicago, Illinois
				____________________
				Harold Antonson











                                 EXHIBIT B

                                                          Date: May 5, 2005

                    REAFFIRMATION OF CORPORATE GUARANTY

        To induce U.S. Bank National Association, a national banking
association formerly known as Firstar Bank N.A., whose address is 30 N.
Michigan Avenue, Chicago, Illinois 60602 ("Lender"), to advance funds to
Carolina National Transportation Inc., an Indiana corporation
("Carolina"); Keystone Lines, a California corporation ("Keystone"); Gulf
Line Transport Inc., an Indiana corporation ("Gulf Line"); Five Star
Transport, Inc., an Indiana corporation ("Five Star"); Cam Transport, Inc.,
an Indiana corporation ("CAM"); Unity Logistic Services Inc., an Indiana
corporation ("Unity"); ERX, Inc., an Indiana corporation ("ERX");
Friendly Transport, Inc. ("Friendly"); Transport Leasing, Inc., an
Arkansas corporation ("Transport Leasing"); and Transport Logistics, LLC,
an Arkansas limited liability company ("Transport Logistics"); Harbor
Bridge Intermodal, Inc. ("Harbor"); Patriot Logistics, Inc. ("Patriot");
Liberty Transport, Inc. ("Liberty") and Keystone Lines Corporation, an
Indiana corporation ("Keystone-Indiana") (Carolina, Keystone, Gulf Line,

Five Star, Unity, ERX, Friendly, Transport Leasing, Transport Logistics,
Harbor, Patriot, Liberty, and Keystone-Indiana are hereinafter collectively
referred to as "Borrowers") and to enter into a certain Amendment to Amended
and Restated Loan Agreement dated as of the date hereof, which amends that
certain Amended and Restated Loan Agreement dated as of March 10, 2005
(which Amended and Restated Loan Agreement, as so amended, is referred to
herein as the "Loan Agreement") and to otherwise extend credit to Borrowers,
the undersigned hereby irrevocably, absolutely and unconditionally reaffirms
its Corporate Guaranty dated as of October 1, 2003, concerning the payment
and performance when due of all presently existing or hereafter incurred
direct, indirect, absolute or contingent indebtedness, liabilities and
other obligations of Borrowers to Lender arising out of or incurred in
connection with the Revolving Loan Note dated April 18, 2000 from Borrowers
to Lender, as amended and restated as of June 9, 2000, December 7, 2000,
October 15, 2001, May 1, 2002, August 1, 2002, March 21, 2003 and October
1, 2003 (the "Revolving Loan Note"), or any document, instrument, mortgage,
guaranty, or security agreement given or delivered to evidence or secure
the indebtedness evidenced by the Revolving Loan Note, and all
modifications, amendments and supplements thereto including, but not limited
to, charges, interest and the principal, interest and other sums payable
pursuant to the Revolving Loan Note or the Loan Agreement or any of the
Loan Instruments (as defined in the Loan Agreement) (collectively, the
"Obligations").

Chicago, Illinois
                             US 1 INDUSTRIES, INC., an Indiana corporation

                             By: _________________________________

                             Name: _______________________________

                             Title: ________________________________
                                       Address: 1000 Colfax Street
                                       Gary, IN 46406
                                       Fax No.: (219) 977-5227

                                  EXHIBIT C-1

                                ACKNOWLEDGEMENT
                           (Subordination Agreement)

        The undersigned hereby acknowledge and agree, 1) that U.S. Bank
National Association, a national banking association ("Lender"), has agreed
to enter into a certain Amendment to Amended and Restated Loan Agreement
dated as of May 5, 2005 (the "Amendment") with the Borrowers identified
therein (the "Borrowers"); 2) that the Subordinated Debt (as defined in
that certain Subordination Agreement dated April 18, 2000, as amended by
that certain Amendment to Subordination Agreement dated August 1, 2002,
between Lender and the undersigned (the "Subordination Agreement")) is and
shall continue to be subordinate, all as provided in the Subordination
Agreement, to any sums loaned to the Borrowers, or any of them, in addition
to being subordinate to any amounts otherwise advanced to Borrowers, or any
of them, by Lender prior to or subsequent to the date hereof under the Loan
Agreement (as that term is defined in the Amendment); and 3) that any
amounts advanced to any of the Borrowers prior to or subsequent to the date
hereof under the Loan Agreement shall constitute Senior Debt for purposes of
the Subordination Agreement.

IN WITNESS WHEREOF, this Acknowledgement has been executed and delivered
as of May 5, 2005


						______________________________
						Harold Antonson

						______________________________
						Michael Kibler



























                                     EXHIBIT C-2

                                  ACKNOWLEDGEMENT
                             (Subordination Agreement)



        The undersigned hereby acknowledges and agrees, 1) that U.S. Bank
National Association, a national banking association ("Lender"), has agreed
to enter into a certain Amendment to Amended and Restated Loan Agreement
dated as of May 5, 2005 (the "Amendment") with the Borrowers identified
therein (the "Borrowers"); 2) that the Subordinated Debt (as defined in that
certain Amended and Restated Subordination Agreement dated as of August 1,
2002, between Lender and the undersigned (the "Subordination Agreement")) is
and shall continue to be subordinate, all as provided in the Subordination
Agreement, to any sums loaned to the Borrowers, or any of them, in addition
to being subordinate to any amounts otherwise advanced to Borrowers, or any
of them, by Lender prior to or subsequent to the date hereof under the Loan
Agreement (as that term is defined in the Amendment); and 3) that any
amounts advanced to any of the Borrowers prior to or subsequent to the date
hereof under the Loan Agreement shall constitute Senior Debt for purposes of
the Subordination Agreement.

IN WITNESS WHEREOF, this Acknowledgement has been executed and delivered as
of May 5, 2005.


				AUGUST INVESTMENT PARTNERSHIP

					By:	AUGUST INVESTMENT CORPORATION,
						General Partner


			      By:	______________________________

				Its:	______________________________



















                               Exhibit 10.14

           SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

        This Second Amendment to Amended and Restated Loan Agreement
("Amendment"), dated as of September 30, 2005 is between CAROLINA
NATIONAL TRANSPORTATION INC., an Indiana corporation ("Carolina"); GULF
LINE TRANSPORT INC., an Indiana corporation ("Gulf Line"); FIVE STAR
TRANSPORT, INC., an Indiana corporation ("Five Star"); Cam TRANSPORT, INC.,
an Indiana corporation ("CAM"); UNITY LOGISTIC SERVICES INC., an Indiana
corporation ("Unity"); ERX, INC., an Indiana corporation ("ERX"); FRIENDLY
TRANSPORT, INC., an Indiana corporation ("Friendly"); TRANSPORT LEASING,
INC., an Arkansas corporation ("Transport Leasing"); HARBOR BRIDGE
INTERMODAL, INC., an Indiana corporation ("Harbor"); PATRIOT LOGISTICS, INC.,
an Indiana corporation ("Patriot"); LIBERTY TRANSPORT, INC., an Indiana
corporation ("Liberty"); and KEYSTONE LINES CORPORATION, a California
corporation ("Keystone"), (Carolina, Gulf Line, Five Star, CAM, Unity,
ERX, Friendly, Transport Leasing, Harbor, Patriot, Liberty, and Keystone

are hereinafter each referred to each as a "Borrower Entity", and
collectively as the "Borrower"); US 1 INDUSTRIES, INC., an Indiana
corporation ("Guarantor"); and U.S. BANK NATIONAL ASSOCIATION, a national
banking association ("Lender").  Capitalized terms not defined herein have
the meanings ascribed to them in the Existing Loan Agreement, as that term
is defined herein.

PRELIMINARY STATEMENT:

        All Borrower Entities have previously entered into an Amended and
Restated Loan Agreement with Lender dated as of March 10, 2005, as amended
by that certain Amendment to Amended and Restated Loan Agreement dated as of
May 5, 2005 (as so amended, the "Existing Loan Agreement," and, as amended
by this Amendment, the "Loan Agreement").

        Lender has agreed to amend the Existing Loan Agreement to do the
following: (i) extend the Maturity Date until October 1, 2007; (ii) revise
the definition of Tangible Net Worth; and (iii) provide for other matters,
all as set forth herein.

        NOW, THEREFORE, it is hereby agreed as follows:

13. Each of Borrowers and Guarantor represent and warrant that no Event of
Default or Incipient Default exists or will occur as a result of the
execution of and performance under this Amendment and that each of their
representations and warranties set forth in the Loan Instruments (as the
definition of that term is amended by this Amendment) is true and correct as
of the date hereof, except to the extent that any such representations or
warranties speak exclusively to an earlier date.

14. The following definitions in Section 1.1 of the Existing Loan Agreement
are amended and restated in their entirety as follows:

        "Loan Instruments:

(xxix) 	Loan Agreement;
(xxx) 	Revolving Loan Note;
(xxxi) 	Corporate Guaranty;
(xxxii) 	Security Instruments;
(xxxiii) 	Closing Certificate;
(xxxiv) 	Subordination Agreements;
(xxxv)      Personal Guaranties;
(xxxvi)     Reaffirmations of Personal Guaranties;
(xxxvii) 	Corporate Guaranty;
(xxxviii) 	Reaffirmation of Corporate Guaranty;
(xxxix) 	Standby Letter of Credit;
(xl)        Application and Agreement for Standby Letter of Credit;
(xli)       Continuing Reimbursement Agreement for Standby Letters of Credit;
            and
(xlii)      such other instruments and documents as Lender may reasonably
            require in connection with the transactions contemplated by this
            Loan Agreement;

as the same may be amended and/or restated from time to time, including
without limitation as amended by or pursuant to that certain Amended and
Restated Loan Agreement dated as of March, 10, 2005, by and between the
parties hereto, as amended by that certain Amendment to Amended and Restated
Loan Agreement dated as of May 5, 2005, and by that certain Second Amendment
to Amended and Restated Loan Agreement dated as of September 30, 2005."

	"Revolving Loan Maturity Date: the earlier of (i) October 1, 2007
or (ii) the date on which Borrower's Obligations are accelerated pursuant
to the Loan Agreement."

	"Tangible Net Worth:  at any date, means Guarantor's net worth at
such date after subtracting therefrom the aggregate amount at such date of
any intangible assets of Borrower, including, without limitation, prepaid
amounts, goodwill, franchises, licenses, patents, trademarks, trade names,
copyrights, service marks, brand names, and Non-Trade Receivables."

15. A new definition is added to Section 1.1 of the Existing Loan Agreement
as follows:

	"Non-Trade Receivables: receivables arising other than from the
provision of services by the Borrowers in the ordinary course of business."

16. Simultaneously with the execution hereof, Borrowers and Guarantor shall
deliver to Lender the following, duly executed by the parties thereto other
than Lender:

i) Reaffirmations of Personal Guaranties of Michael Kibler and Harold
Antonson, in the forms attached hereto as Exhibits A-1 and A-2;

ii) Reaffirmation of Corporate Guaranty of Guarantor, in the form
attached hereto as Exhibit B;



iii) Acknowledgements of the holders of Subordinated Indebtedness of, (1)
the execution of this Amended and Restated Loan Agreement; (2) the
continued effectiveness of those certain Subordination Agreements by and
between Lender and, (a) Harold Antonson and Michael Kibler, dated as of
April 18, 2000, as amended pursuant to that certain Amendment to
Subordination Agreement dated as of August 1, 2002, and (b) August
Investment Partnership, as amended and restated pursuant to that certain
Amended and Restated Subordination Agreement dated as of August 1, 2002
(collectively, as so amended, the "Subordination Agreements"), in the
forms attached hereto as Exhibits C-1 and C-2; and

iv) A legal opinion from Borrower's counsel, Troutman Sanders, LLP, in a
form reasonably satisfactory to Lender's counsel regarding the Borrower's
and the Guarantor's authorization, execution and delivery of this Amendment,
dated as of the date hereof, and the documents referenced herein to which
Borrower and/or Guarantor are a party, and the incorporation or organization,
as the case may be, and the good standing, of each Borrower and of the
Guarantor as of the date hereof.

17. All references to the "Loan Agreement" and other terms defined in the
Existing Loan Agreement shall be deemed to take account of the Existing
Loan Agreement, as amended by this Amendment.

18. Borrower shall reimburse Lender for all of Lender's out-of-pocket costs
related to the transaction contemplated herein, including without
limitation public record searches ordered by Lender or its counsel and
legal fees incurred by Lender in connection with the preparation of
documents, due diligence review or closing regarding the transaction
contemplated herein or the enforcement of the terms hereof or of any of
the Loan Instruments.

19. From time to time, Borrowers and Guarantor shall execute and deliver
to Lender such additional documents as Lender reasonably may require to carry

out the purposes of this Amendment and the Loan Instruments and to protect
Lender's rights hereunder and thereunder, and shall not take any action
inconsistent with the purposes of the Loan Instruments.

20. Except as expressly amended hereby, the terms and conditions of the
Existing Loan Agreement shall remain in full force and effect.

[SIGNATURE PAGE FOLLOWS]



























IN WITNESS WHEREOF, the undersigned Borrowers, Lender, and Guarantor have
signed this Amendment to Amended and Restated Loan Agreement as of the
date first above written.

CAROLINA NATIONAL TRANSPORTATION INC., an Indiana corporation



By: _____________________________

Name: ___________________________

Title: ____________________________


GULF LINE TRANSPORT INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


FIVE STAR TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________


Title: ____________________________




CAM TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________

UNITY LOGISTIC SERVICES INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________




ERX, INC., an Indiana corporation

By: _____________________________


Name: ___________________________

Title: ____________________________


FRIENDLY TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


TRANSPORT LEASING, INC., an Arkansas corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


HARBOR BRIDGE INTERMODAL, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


PATRIOT LOGISTICS, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


LIBERTY TRANSPORT, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________






KEYSTONE LINES CORPORATION, an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________

US 1 INDUSTRIES, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


U.S. BANK NATIONAL ASSOCIATION,
a national banking association

By: _____________________________

Name: Craig B. Collinson
Title: Senior Vice President

































                                EXHIBIT A-1

                                                Date: September 30, 2005

                    REAFFIRMATION OF LIMITED GUARANTY

	In connection with the execution of that certain Second Amendment to
Amended and Restated Loan Agreement dated as of the date hereof (the
"Amendment"), the undersigned, Michael Kibler, does hereby absolutely and
unconditionally reaffirm his limited guaranty dated as of October 1, 2003
to U.S. Bank National Association, a national banking association formerly
known as Firstar Bank N.A. ("Lender"), of (i) prompt payment when due,
whether at stated maturity, upon acceleration or otherwise, and at all times
thereafter, of that certain Revolving Loan Note, dated April 18, 2000, as
amended and restated as of June 12, 2000, December 7, 2000, October 15, 2001,
May 1, 2002, August 1, 2002, March 21, 2003, and October 1, 2003, in the
principal amount of $10,000,000 (the "Revolving Loan Note"), executed by
Carolina National Transportation Inc., an Indiana corporation ("Carolina");
Keystone Lines, a California corporation ("Keystone"); Gulf Line Transport
Inc., an Indiana corporation ("Gulf Line"); Five Star Transport, Inc., an
Indiana corporation ("Five Star"); Cam Transport, Inc., an Indiana
corporation ("CAM"); Unity Logistic Services Inc., an Indiana corporation
("Unity"); ERX, Inc., an Indiana corporation ("ERX"); Friendly Transport,
Inc. ("Friendly"); Transport Leasing, Inc., an Arkansas corporation
("Transport Leasing"); Transport Logistics, LLC, an Arkansas limited
liability company ("Transport Logistics"); Harbor Bridge Intermodal, Inc.,
an Indiana corporation ("Harbor"); Patriot Logistics, Inc., an Indiana
corporation ("Patriot"); Liberty Transport, Inc., an Indiana corporation
("Liberty"), and Keystone Lines Corporation, an Indiana corporation
("Keystone-Indiana") (Carolina, Keystone, Gulf Line, Five Star, Unity, ERX,
Friendly, Transport Leasing, Transport Logistics, Harbor, Patriot, Liberty
and Keystone-Indiana are hereinafter collectively referred to as "Borrowers")
and (ii) prompt performance and payment of all of Borrower's Obligations (as
defined in that certain Amended and Restated Loan Agreement, dated as of
March 10, 2005, as amended as of May 5, 2005, and as amended by the
Amendment, between Borrowers, Lender, and US 1 Industries, Inc. (as so
amended, the "Loan Agreement")) (any and all indebtedness represented or
evidenced by or arising with respect to the Revolving Loan Note in favor of
Lender and Borrower's Obligations hereinafter sometimes collectively referred
to as the "Guaranteed Debt"), all on the terms set forth therein, and further
guarantees the performance of his obligations with regards to the Revolving
Loan Note and the Loan Agreement, as the same have been amended (or amended
and restated, as the case may be), as of the date hereof.

Chicago, Illinois
				_________________________
					Michael Kibler













                                     EXHIBIT A-2

                                                    Date: September 30, 2005

                         REAFFIRMATION OF LIMITED GUARANTY

	In connection with the execution of that certain Second Amendment to
Amended and Restated Loan Agreement dated as of the date hereof (the
"Amendment"), the undersigned, Harold Antonson, does hereby absolutely and
unconditionally reaffirm his limited guaranty dated as of October 1, 2003
to U.S. Bank National Association, a national banking association formerly
known as Firstar Bank N.A. ("Lender"), of (i) prompt payment when due,
whether at stated maturity, upon acceleration or otherwise, and at all
times thereafter, of that certain Revolving Loan Note, dated as of April 18,
2000, as amended and restated as of June 12, 2000, December 7, 2000,
October 15, 2001, May 1, 2002, August 1, 2002, March 21, 2003, and October
1, 2003, in the principal amount of $10,000,000 (the "Revolving Loan Note"),
executed by Carolina National Transportation Inc., an Indiana corporation
("Carolina"); Keystone Lines, a California corporation ("Keystone"); Gulf
Line Transport Inc., an Indiana corporation ("Gulf Line"); Five Star
Transport, Inc., an Indiana corporation ("Five Star"); Cam Transport, Inc.,
an Indiana corporation ("CAM"); Unity Logistic Services Inc., an Indian a
corporation ("Unity"); ERX, Inc., an Indiana corporation ("ERX"); Friendly
Transport, Inc. ("Friendly"); Transport Leasing, Inc., an Arkansas
corporation ("Transport Leasing"); Transport Logistics, LLC, an Arkansas
limited liability company ("Transport Logistics"); Harbor Bridge
Intermodal, Inc., an Indiana corporation ("Harbor"); Patriot Logistics, Inc.,
an Indiana corporation ("Patriot"); Liberty Transport, Inc., an Indiana
corporation ("Liberty"), and Keystone Lines Corporation, an Indiana
corporation ("Keystone-Indiana") (Carolina, Keystone, Gulf Line, Five Star,
Unity, ERX, Friendly, Transport Leasing, Transport Logistics, Harbor,
Patriot, Liberty and Keystone-Indiana are hereinafter collectively referred
to as "Borrowers") and (ii) prompt performance and payment of all of
Borrower's Obligations (as defined in that certain Amended and Restated
Loan Agreement, dated as of March 10, 2005, as amended as of May 5, 2005, and
as amended by the Amendment, between Borrowers, Lender, and US 1 Industries,
Inc. (as so amended, the "Loan Agreement")) (any and all indebtedness
represented or evidenced by or arising with respect to the Revolving Loan
Note in favor of Lender and Borrower's Obligations hereinafter sometimes
collectively referred to as the "Guaranteed Debt"), all on the terms set
forth therein, and further guarantees the performance of his obligations
with regards to the Revolving Loan Note and the Loan Agreement, as the same
have been amended (or amended and restated, as the case may be), as of the
date hereof.

Chicago, Illinois
				____________________
				Harold Antonson






                                 EXHIBIT B

                                                 Date: September 30, 2005

                     REAFFIRMATION OF CORPORATE GUARANTY

        To induce U.S. Bank National Association, a national banking
association formerly known as Firstar Bank N.A., whose address is 30 N.
Michigan Avenue, Chicago, Illinois 60602 ("Lender"), to advance funds to
Carolina National Transportation Inc., an Indiana corporation ("Carolina");
Keystone Lines, a California corporation ("Keystone"); Gulf Line Transport
Inc., an Indiana corporation ("Gulf Line"); Five Star Transport, Inc., an
Indiana corporation ("Five Star"); Cam Transport, Inc., an Indiana
corporation ("CAM"); Unity Logistic Services Inc., an Indiana corporation
("Unity"); ERX, Inc., an Indiana corporation ("ERX"); Friendly Transport,
Inc. ("Friendly"); Transport Leasing, Inc., an Arkansas corporation
("Transport Leasing"); and Transport Logistics, LLC, an Arkansas limited
liability company ("Transport Logistics"); Harbor Bridge Intermodal, Inc.
("Harbor"); Patriot Logistics, Inc. ("Patriot"); Liberty Transport, Inc.
("Liberty") and Keystone Lines Corporation, an Indiana corporation
("Keystone-Indiana") (Carolina, Keystone, Gulf Line, Five Star, Unity, ERX,
Friendly, Transport Leasing, Transport Logistics, Harbor, Patriot, Liberty,
and Keystone-Indiana are hereinafter collectively referred to as "Borrowers")
and to enter into a certain Second Amendment to Amended and Restated Loan
Agreement dated as of the date hereof, which amends that certain Amended and
Restated Loan Agreement dated as of March 10, 2005, as amended as of May 5,
2005 (which Amended and Restated Loan Agreement, as so amended, is referred
to herein as the "Loan Agreement") and to otherwise extend credit to
Borrowers, the undersigned hereby irrevocably, absolutely and
unconditionally reaffirms its Corporate Guaranty dated as of October 1,
2003, concerning the payment and performance when due of all presently
existing or hereafter incurred direct, indirect, absolute or contingent
indebtedness, liabilities and other obligations of Borrowers to Lender

arising out of or incurred in connection with the Revolving Loan Note dated
as of April 18, 2000 from Borrowers to Lender, as amended and restated as
f June 9, 2000, December 7, 2000, October 15, 2001, May 1, 2002, August 1,
2002, March 21, 2003 and October 1, 2003 (the "Revolving Loan Note"), or
any document, instrument, mortgage, guaranty, or security agreement given
or delivered to evidence or secure the indebtedness evidenced by the
Revolving Loan Note, and all modifications, amendments and supplements
thereto including, but not limited to, charges, interest and the principal,
interest and other sums payable pursuant to the Revolving Loan Note or the
Loan Agreement or any of the Loan Instruments (as defined in the Loan
Agreement) (collectively, the "Obligations").

Chicago, Illinois
                               US 1 INDUSTRIES, INC., an Indiana corporation

                               By: _________________________________
                               Name: _______________________________
                               Title: ________________________________
                                          Address: 1000 Colfax Street
                                          Gary, IN 46406
                                          Fax No.: (219) 977-5227



                                    EXHIBIT C-1

                                 ACKNOWLEDGEMENT
                              (Subordination Agreement)


        The undersigned hereby acknowledge and agree, (1) that U.S. Bank
National Association, a national banking association ("Lender"), has agreed
 to enter into a certain Second Amendment to Amended and Restated Loan
Agreement dated as of September 30, 2005 (the "Amendment") with the
Borrowers identified therein (the "Borrowers"); (2) that the Subordinated
Debt (as defined in that certain Subordination Agreement dated as of April
18, 2000, as amended by that certain Amendment to Subordination Agreement
dated as of August 1, 2002, between Lender and the undersigned (the
"Subordination Agreement")) is and shall continue to be subordinate, all
as provided in the Subordination Agreement, to any sums loaned to the
Borrowers, or any of them, in addition to being subordinate to any
amounts otherwise advanced to Borrowers, or any of them, by Lender prior to
or subsequent to the date hereof under the Loan Agreement (as that term
is defined in the Amendment); and (3) that any amounts advanced to any of
the Borrowers prior to or subsequent to the date hereof under the Loan
Agreement shall constitute Senior Debt for purposes of the Subordination
Agreement.

IN WITNESS WHEREOF, this Acknowledgement has been executed and delivered as
of September 30, 2005


						______________________________
						Harold Antonson

						______________________________
						Michael Kibler






















                                   EXHIBIT C-2

                                 ACKNOWLEDGEMENT
                           (Subordination Agreement)

        The undersigned hereby acknowledges and agrees, 1) that U.S. Bank
National Association, a national banking association ("Lender"), has agreed
to enter into a certain Amendment to Second Amended and Restated Loan
Agreement dated as of September 30, 2005 (the "Amendment") with the
Borrowers identified therein (the "Borrowers"); 2) that the Subordinated
Debt (as defined in that certain Amended and Restated Subordination
Agreement dated as of August 1, 2002, between Lender and the undersigned
(the "Subordination Agreement")) is and shall continue to be subordinate,
all as provided in the Subordination Agreement, to any sums loaned to the
Borrowers, or any of them, in addition to being subordinate to any amounts
otherwise advanced to Borrowers, or any of them, by Lender prior to or
subsequent to the date hereof under the Loan Agreement (as that term is
defined in the Amendment); and 3) that any amounts advanced to any of the
Borrowers prior to or subsequent to the date hereof under the Loan
Agreement shall constitute Senior Debt for purposes of the Subordination
Agreement.

IN WITNESS WHEREOF, this Acknowledgement has been executed and delivered as
of September 30, 2005.


				AUGUST INVESTMENT PARTNERSHIP

					By:	AUGUST INVESTMENT CORPORATION,
						General Partner

						By:	______________________________
						Its:	______________________________