FORM 10-Q

                ------------------------------------------------


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                QUARTERLY REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended March 31, 2001.

                           Commission File No. 1-8129.


                              US 1 INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


          Indiana                                            95-3585609
          -------                                            ----------
(State of Incorporation)                  (I.R.S. Employer Identification No.)



   1000 Colfax, Gary, Indiana                                   46406
   --------------------------                                   -----
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (219) 944-6116
                                 --------------

Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes _X_ No ___

As of May 1, 2001, there were 10,618,224 shares of registrant's common stock
were outstanding.





<PAGE>


Part I  FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS.


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000

ASSETS
<TABLE>
<CAPTION>
                                                  March 31,      December 31,
                                                      2001           2000
                                                      ----           ----
                                                   (Unaudited)
<S>                                                <C>           <C>
CURRENT ASSETS:
 Accounts receivable-trade, less allowance for
    doubtful accounts of $309,000 and $209,000
    respectively                                   $9,587,157    $9,911,436
 Other receivables                                    585,591       382,057
 Deposits                                              85,750        40,450
 Prepaid expenses                                     227,318       309,897
 Current deferred tax asset                           400,000       400,000
                                                   -----------   ----------
      Total current assets                         10,885,816    11,043,840

FIXED ASSETS:
   Equipment                                          948,975       335,402
   Less accumulated depreciation and amortization     (91,082)      (68,797)
                                                    ----------   ----------
      Net fixed assets                                857,893       266,605
                                                    ----------  -----------
ASSETS HELD FOR SALE:
   Land                                               195,347       195,347
   Valuation allowance                               (141,347)     (141,347)
                                                    ----------  -----------
      Net assets held for sale                         54,000        54,000
 Non-current deposits                                 126,461       126,461
 Non-current deferred tax asset                       400,000       400,000
                                                    ----------  -----------
TOTAL ASSETS                                      $12,324,170   $11,890,906
                                                    ==========  ===========

<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>



<PAGE>


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>

                                                   March 31,  December 31,
                                                      2001           2000
                                                      ----           ----
                                                     (Unaudited)
CURRENT LIABILITIES:
<S>                                              <C>            <C>
   Short-term debt                               $ 4,976,833    $ 4,503,896
   Accounts payable                                2,695,238      2,621,107
   Bank overdraft                                    309,775        522,201
   Accrued expenses                                  208,365        244,446
   Insurance and claims                              335,050        418,450
   Accrued compensation                               39,890         33,891
   Accrued interest                                  889,093        836,019
   Fuel and other taxes payable                       41,354        143,796
                                                 -----------   ------------
      Total current liabilities                    9,495,598      9,323,806
                                                 -----------   ------------
LONG-TERM DEBT (primarily to related parties)      4,096,057      4,026,210

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK:
    Authorized 5,000,000 shares; no par value,
    Series A shares outstanding:
    2001 and 2000 - 1,094,224
    Liquidation preference $0.3125 per share       1,025,826      1,000,112
SHAREHOLDERS' DEFICIENCY:
   Common stock, authorized 20,000,000 shares;
    no par value; shares outstanding 10,618,224   40,844,296     40,844,296
   Accumulated deficit                           (43,137,607)   (43,303,518)
                                                 -----------     -----------
   Total shareholders' deficiency                 (2,293,311)    (2,459,222)
                                                 -----------     -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
    DEFICIENCY                                  $ 12,324,170    $11,890,906
                                                 ===========    ============


<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>




<PAGE>



                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                  MARCH 31, 2001 AND MARCH 31, 2000 (UNAUDITED)
<TABLE>
<CAPTION>

                                                  MARCH 31,        MARCH 31,
                                                     2001            2000
                                                     ----            ----
                                                  (Unaudited)     (Unaudited)

<S>                                             <C>           <C>
OPERATING REVENUES                              $ 15,451,008  $   9,030,927
                                                 -----------     -----------
OPERATING EXPENSES:
   Purchased transportation and commissions       13,547,198      7,822,783
   Insurance and claims                              410,283        324,628
   Salaries, wages, and other                        540,026        389,311
   Operating supplies and expense                    480,786        163,401
   Other expenses                                    140,375         93,751
                                                 ------------   ------------
     Total operating expenses                     15,118,668      8,793,874
                                                ------------    ------------
OPERATING INCOME                                     332,340        237,053
                                                ------------    ------------
NON-OPERATING INCOME (EXPENSE):
   Interest income                                     2,435          2,007
   Interest expense                                 (206,916)      (165,675)
   Other income                                       63,766          8,955
                                                ------------    ------------
     Total non-operating (expense)                  (140,715)      (154,713)
                                                ------------    ------------

NET INCOME                                      $    191,625    $    82,340
DIVIDENDS ON PREFERRED SHARES                        (25,714)       (23,143)
                                                ------------    ------------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS     $    165,911    $    59,197
                                                ============    ============

INCOME PER COMMON SHARE:
        Net Income:
        Basic                                         $0.02           $0.01
        Diluted                                       $0.02           $0.01

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING  -
      BASIC AND DILUTED                           10,618,224     10,618,224




<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>



<PAGE>


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            MARCH 31, 2001 (UNAUDITED) AND MARCH 31, 2000 (UNAUDITED)
<TABLE>
<CAPTION>

                      Three Months Ended March 31,         2001        2000
                             (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                      <C>         <C>
Net Income                                               191,625     82,340
Adjustments to reconcile net income to net
  Cash used for operations:
  Depreciation and amortization                           22,285      4,097
  Provision for doubtful accounts                        114,000     11,000
  Changes in operating assets and liabilities:
    Accounts receivable - trade                          210,279   (202,890)
    Other receivables                                   (203,534)  (409,722)
    Prepaid assets                                        82,579     (8,567)
    Deposits                                             (45,300)       (38)
    Accounts payable                                      74,131    (40,336)
    Accrued expenses                                     (36,081)    11,943
    Accrued interest                                      53,074     32,717
    Insurance and claims                                 (83,400)   158,273
    Accrued compensation                                   5,999      8,309
    Fuel and other taxes payable                        (102,442)   (18,851)
                                                       ---------   --------
  Net Cash provided by (used in) operating activities    283,215   (371,725)
                                                       ---------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                   (613,573)    (3,482)
                                                        --------   --------

   Net cash used in investing activities               (613,573)    (3,482)
                                                       ---------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings(repayments)under line of credit         447,993   (597,672)
  Proceeds from equipment line of credit                 385,126          0
  Principal payments on long term debt                   (73,024)   (11,140)
  Net(repayment of) proceeds from shareholder loans     (217,311) 1,083,475
 Decrease in bank overdraft                            (212,426)   (99,456)
                                                       ---------   --------
  Net cash provided by financing activities              330,358    375,207
                                                       ---------   --------
NET INCREASE IN CASH                                           0          0
CASH, BEGINNING OF PERIOD                                      0          0
                                                        ---------  --------
CASH, END OF PERIOD                                            0          0
                                                        =========  ========
</TABLE>




<PAGE>


                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000


The accompanying notes are an integral part of the consolidated financial
statements.

1. BASIS OF PRESENTATION

The  accompanying  consolidated  balance  sheet as of March 31, 2001,  and the
consolidated  statements  of  operations  and cash  flows for the three  month
periods  ended March 31, 2001 and 2000 are  unaudited,  but, in the opinion of
management, include all adjustments (consisting of normal, recurring accruals)
necessary for a fair presentation of the financial position and the results of
operations for such periods.  The year-end balance sheet data was derived from
audited financial  statements.  These statements should be read in conjunction
with the Company's  audited  consolidated  financial  statements  for the year
ended  December  31, 2000,  and the notes  thereto  included in the  Company's
annual  report on Form 10-K.  Certain  information  and  footnote  disclosures
normally  included  in  financial   statements  prepared  in  accordance  with
generally accepted  accounting  principles have been omitted,  as permitted by
the  requirements  of the  Securities  and Exchange  Commission,  although the
Company believes that the disclosures  included in these financial  statements
are adequate to make the information not misleading. The results of operations
for the  three  months  ended  March  31,  2001 and  2000 are not  necessarily
indicative of the results for a full year.

2. Certain reclassifications have been made to the previously reported
   2000 financial statements to conform with the 2001 presentation.

3. EARNINGS PER COMMON SHARE

     The Company  calculates  earnings per share  ("EPS") in  accordance  with
Statement  of  Financial  Accounting  Standards  No.  128.  Following  is  the
reconciliation  of the  numerators and  denominators  of the basic and diluted
EPS. There were no outstanding common stock equivalents in these periods.
<TABLE>
<CAPTION>

Numerator                                             2001           2000
                                                      ----           ----

<S>                                               <C>          <C>
       Net income                                 $ 191,625    $   82,340
       Dividends on preferred shares                (25,714)      (23,143)
                                                 ----------   ------------
 Net income available to common
        shareholders for basic and diluted EPS      165,911        59,197

Denominator
       Weighted average common shares            10,618,224    10,618,224
       outstanding for basic and diluted EPS

</TABLE>


<PAGE>

                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)


4.        SHORT-TERM DEBT
Short-term debt at March 31, 2001, and December 31, 2000, comprises:
<TABLE>
<CAPTION>

                                               March 31,        December 31,
                                                 2001               2000
                                              ----------         ----------
<S>                                         <C>               <C>
Line of credit                              4,719,097         $4,271,104
Current portion of long-term debt             257,736            232,792
                                              ----------         ----------
         Total                                 4,976,833         $4,503,896
                                              ==========         ==========
</TABLE>

     The  Company  has a $5.5  million  line of  credit.  Advances  under  the
revolving  line of credit are limited to 70% of eligible  accounts  receivable
and bear  interest  at the prime rate (8.0% at March 31,  2001) plus .5%.  The
interest rate is currently based on certain financial  covenants and may range
from  prime to prime  plus  .5%.  This  line of credit  agreement  expires  in
September  2001.  Advances  under  the  agreement  are  collateralized  by the
Company's accounts receivable, property, and other assets. Borrowings of up to
$1 million are guaranteed by the Chief  Executive  Officer and Chief Financial
Officer of the Company.  At March 31, 2001, the  outstanding on the equipment
line borrowings on this line of credit were $4.72 million.

     In  addition  to the $5.5  million  line of credit,  the Company has also
established a separate line for equipment  financing  which has been increased
from  $500,000  to  $1,000,000  in the first  quarter of 2001.  The  principal
balance of the  Equipment  Loan shall bear  interest  payable  monthly,  in an
amount  equal to the Prime  Rate in effect  plus 1% per annum.  The  principal
balance  on the  equipment  line  is  payable  monthly  based  on a  five-year
amortization of the outstanding balance. The equipment line expires on May 15,
2002. At March 31, 2001, the outstanding  borrowings of $467,986 were included
in long term debt.

     The lines of credit are subject to  termination  upon  various  events of
default,  including  failure to remit timely  payments of  interest,  fees and
principal, any adverse change in the business of the Company or the insecurity
of the lender  concerning the ability of the Company to repay its  obligations
as and when due or  failure to meet  certain  financial  covenants.  Financial
covenants include: minimum net worth requirements, total debt service coverage
ratio,  capital  expenditure   limitations,   and  prohibition  of  additional
indebtedness without prior authorization.





<PAGE>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION.

You should read the following  discussion regarding the Company along with the
Company's consolidated financial statements and related notes included in this
quarterly report. The following discussion contains forward-looking statements
that are subject to risks, uncertainties and assumptions. The Company's actual
results, performance and achievements in 2001 and beyond may differ materially
from those expressed in, or implied by these forward-looking  statements.  See
cautionary note regarding forward-looking statements.

Results of Operations

The financial  statements and related notes  contained  elsewhere in this Form
10-Q as of and for the three months ended March 31, 2001 and in the  Company's
Form 10-K for its fiscal year ended  December  31, 2000,  are  essential to an
understanding  of the comparisons  and are  incorporated by reference into the
discussion that follows.

Three months ended March 31, 2001 Compared to the three months ended March 31,
2000

The Company's  operating  revenues  increased  from $9.0 million for the three
months ended March 31, 2000 to $15.4 million for the same period in 2001. This
is an increase of 71.1%. This increase is attributable to the continued growth
at Carolina  National  Transportation  and Keystone  Lines,  the  expansion of
Keystone Logistics, Inc. and the start up of two new Companies, CAM Transport,
Inc. and Unity Logistics, Inc.

The following  table set forth the  percentage  relationships  of expense
items to revenue for the three  months ended March 31, 2001 and March 31, 2000:
<TABLE>
<CAPTION>

                                                      2001      2000
                                                     ------    ------

<S>                                                   <C>      <C>
Revenue                                               100.0%   100.0%
Operating expenses:
    Purchased transportation and commissions           87.7     86.7
    Insurance and claims                                2.7      3.6
    Salaries, wages and other                           3.5      4.3
    Other operating expenses                            4.0      2.8
                                                     -------   ------
     Total operating expenses                          97.9     97.4
                                                      ------   ------
Operating income                                        2.1      2.6
</TABLE>

<PAGE>

                    US 1 INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION (continued)

     The  Company  has  three  direct   variable  costs  which  are  purchased
transportation, commissions, and insurance. At March 31, 2000 the sum of these
direct variable costs was 90.3% of revenue in comparison to 90.4% at March 31,
2001. As reflected in the table above, the overall cost of the direct variable
items is almost  identical  between  periods.  However,  insurance  and claims
decreased .9% as a percentage from revenues while purchased transportation and
commissions  increased  1% as a  percentage  of  revenues.  This  decrease  in
insurance  and  corresponding   increase  in  purchased   transportation   and
commissions is due to the Company brokering a higher percentage of its freight
in 2001 as compared to 2000.  When the Company  brokers  freight,  the Company
does not pay insurance on this freight.  However, the purchased transportation
expense is greater for brokered  freight.  There is a slight  difference  from
year to year with the insurance and claims and the reason for this  difference
is because when the Company  brokers freight they do not have to pay insurance
on the freight.  During the first quarter of 2001 the Company  brokered a much
higher percentage of its freight that they did in 2000.

     Salaries, wages and other expenses were 3.5% of revenue at March 31, 2001
and 4.3% for the same period in 2000. This is a decrease of 0.8% as related to
revenue. Salaries and wages do not increase at the same rate as revenue due to
economies  of  scale,  improved   productivity,   and  the  implementation  of
technological  solutions.  Other  operating  expenses  were 4.0% of revenue at
March 31, 2001 and 2.8% at March 31,  2000.  The  increase in other  operating
expenses as a  percentage  of revenue is  primarily  the result of the Company
increasing the allowance for doubtful accounts.  The addition to the allowance
for  doubtful  accounts  during the first  quarter  ended  March 31,  2001 was
$99,159 and  $10,830  for the same  period of 2000.  The Company has two large
customers whose credit has declined. Management believes the current allowance
adequately  provides for the possibility that not all accounts  receivable for
these two larger customers will be collected.

     Based on the changes in revenue and expenses  discussed above,  operating
income increased by $95,287 from $237,053 for the three months ended March 31,
2000 to $332,340 for the three months ended March 31, 2001.

     Interest expense increased by $41,241 in 2001. Interest at March 31, 2000
was $165,675 and at March 31, 2001  interest was  $206,916.  This  increase in
interest  expense is  attributable  to the  additional  borrowing  against the
Company's line of credit.

     Non-operating income (expense),  exclusive of interest expense, increased
from  $10,962  for the three  months  ended  March 31, 2000 to $66,201 for the
three months ended March 31, 2001. The increase was primarily  attributable to
income generated through the financing of receivables by T.C. Services.

     Net  income  for the  three  months  ended  March 31,  2001 was  $191,625
compared with $82,340 for the same period in 2000.



<PAGE>

                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Liquidity and Capital Resources

     As of March 31,  2001,  the  Company's  financial  position  continues to
improve in comparison to prior fiscal period. The Company had a net deficiency
in  shareholder  equity of $2.3 million at March 31, 2001, an  improvement  of
$165,911  over  year-end  December  31,  2000.  Working  capital  decreased by
$329,816 over year-end  December 31, 2000.  Working  capital at March 31, 2001
was $1.4 million as compared to a working capital at December 31, 2000 of $1.7
million.

     Net cash  provided  by (used  in)  operating  activities  increased  $0.7
million from $(0.4)  million for the three months ended March 31, 2000 to $0.3
million  for the three  months  ended  March 31,  2001.  The cash  provided by
operations  is due  primarily  to a decrease  in accounts  receivable  of $0.2
million.  In  addition,  cash used in operating  activities  relating to other
receivables  decreased  by $0.2 million from $0.4 million for the three months
ended March 31,  2000 to $0.2  million  for the three  months  ended March 31,
2001.

     Net cash used in investing  activities increased $610,091 from $3,482 for
the three  months  ended March 31, 2000 to $613,573 for the three months ended
March 31, 2001. Net cash used in investing activities during the first quarter
of 2001 related to the investment in additional equipment.

     Net  cash  provided  by  financing   activities,   primarily  related  to
additional borrowings,  decreased $44,849 from $375,207 the three months ended
March 31, 2000 to $330,358 for the three months ended March 31, 2001.

     In March 2001, the Company's  line of credit  agreement with Firstar Bank
was amended in order to increase the equipment line of credit from $500,000 to
$1,000,000.  The principal  balance on this equipment line is payable  monthly
based on a five-year  amortization of the outstanding  balance.  The equipment
line expires on May 15, 2002.  $467,986 was outstanding on this equipment loan
at March 31, 2001. In conjunction with the March 2001 amendment of the Firstar
agreement,  the  personal  guarantees  of this  debt by the Chief  Executive
Officer and Chief  Financial  Officer of the COmpany were reduced from a total
of $3 million to a total of $1 million.

     In addition to the $1,000,000  equipment line of credit, the Company also
has a $5.5  million  line of credit  with  Firstar  Bank.  $4.72  million  was
outstanding under this line at March 31, 2001.

Quantitative and Qualitative Disclosures About Market Risk

Inflation

     Changes in freight  rates  charged by the  Company to its  customers  are
generally  reflected in the cost of purchased  transportation  and commissions
paid by the  Company to  independent  contractors  and  agents,  respectively.
Therefore,  management  believes that future operating  results of the Company
will be affected primarily by changes in volume of business.  However,  due to
the highly competitive  nature of the truckload motor carrier industry,  it is
possible that future  freight rates and cost of purchased  transportation  may
fluctuate, affecting the Company's profitability.


<PAGE>

                    US 1 INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)

Certain Relationships and Related Transactions.

     The company leased office space for its  headquarters  in Gary,  Indiana,
for $2,200 per month for the first quarter of 2001,  with an increase in April
of $800 a month,  from Michael E. Kibler,  the president  and Chief  Executive
Officer  and a director  of the  Company,  and Harold E.  Antonson,  the Chief
Financial Officer, treasurer and a director of the Company. Messrs. Kibler and
Antonson own the property as joint tenants.

     One  of the  Company's  subsidiaries  provides  safety,  management,  and
accounting  services  to  companies  controlled  by the  President  and  Chief
Financial Officer of the Company.  These services are priced to cover the cost
of the employees providing the services.

     One  of  the  Company's  insurance  providers,   American  Inter-Fidelity
Exchange  (AIFE) is managed by a Director of the Company and the Company has a
deposit with the Provider.

     The Company has notes payable due to its Chief Executive  Officer,  Chief
Financial  Officer,  and August Investment  Partnership,  an entity affiliated
through common ownership, as described in Note 8 to the consolidated financial
statements.


PART II. OTHER INFORMATION

Item 6(b).  Reports on Form 8-K

     No Reports on Form 8-K have been filed during the quarter.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.


US 1 Industries, Inc.


Michael E. Kibler
President



Harold E. Antonson
Chief Financial Officer

May 14, 2001

<PAGE>

                        THIRD AMENDMENT TO LOAN AGREEMENT

          This  Amendment,  dated as of March 1,  2001,  is  between  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")  and  CAM  TRANSPORT,  INC.  ("Cam")  (Carolina,
Keystone, Gulf Line, Five Star and Cam, hereinafter, collectively, referred to
as "Borrowers"  or  individually  as  "Borrower"),  US 1 INDUSTRIES,  INC., an
Indiana  corporation  ("Guarantor")  and FIRSTAR BANK N.A., a national banking
association ("Lender").

                             PRELIMINARY STATEMENT:

          Borrowers have previously  entered into a Loan Agreement with Lender
dated April 18, 2000,  which was amended by Amendment to Loan Agreement  dated
June 9, 2000 and further amended by a Second Amendment to Loan Agreement dated
December 7, 2000 ("Loan  Agreement").  Lender has agreed to further amend such
Loan  Agreement to increase the line of equipment  financing  from $500,000 to
$1,000,000.  Capitalized  terms not  defined  herein  shall have the  meanings
ascribed to such terms in the Loan Agreement as amended hereby.

         NOW, THEREFORE, it is hereby agreed as follows:

1.       The parties hereby agree to amend and restate the definitions of the
         following terms in Section 1.1 to read in their entirety as follows:

                  "Equipment Loan Commitment: $1,000,000;

               Equipment Loan Note: the promissory  note executed by Borrowers
          payable to the order of  Lender,  dated as of  December  7, 2000 and
          amended  and  restated  as  March  1,  2000,  in the  amount  of the
          Equipment Loan Commitment and in form and substance  satisfactory to
          Lender."

2.        Sections 2.1A.1 and 2.1.A.3 of the Loan Agreement are hereby amended
          and restated in their entirety to read as follows:

         "2.1.A   Equipment Loan.
                  --------------

                  2.1.A.1           Amount and Disbursement.

                    Upon the terms and  subject to the  conditions  herein set
               forth,  Lender agrees to make Advances of the Equipment Loan to
               Borrowers  from time to time from the Closing  Date to June 15,
               2001, in an aggregate amount outstanding at any one time not in
               excess  of the  Equipment  Loan  Commitment.  Lender  may remit
               Advances  of the  Equipment  Loan  directly  to  the  equipment
               seller.  Each of Borrowers  shall remain  jointly and severally
               liable with the other  Borrowers  for the repayment of all such
               Advances of the Equipment Loan with interest.

                  2.1A.3            Reborrowing.
                                    -----------

                    Subject to the  conditions set forth in this Section 2.1A,
               Borrowers  may  from  time to time  prior  to  June  15,  2001,
               reborrow  all or any  portion of any  Advance of the  Equipment
               Loan which is repaid."

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

                    (i) Equipment Loan Note,  dated as of December 7, 2000, as
                    amended and restated as of March 1, 2000,  attached hereto
                    as Exhibit "B";

                    (iii)  Acknowledgements  (Security  Agreement) executed by
                    Guarantor  and  Borrowers  other  than  Cam in  the  forms
                    attached hereto as Exhibits "D-1", "D-2", "D-3", "D-4" and
                    "D-5";

                    (iii) Amended and Restated Personal  Guaranties of Michael
                    Kibler  and  Harold  Antonson  in the forms  and  attached
                    hereto as Exhibit "F-1" and "F-2";

                    (iv)  Amended  and  Restated  Corporate  Guaranty  of US 1
                    Industries,  Inc. in the form  attached  hereto as Exhibit
                    "G";

                    (v)  Acknowledgements  (Subordinated  Debt)  in  the  form
                    attached hereto as Exhibit "I-1" or "I-2";

                    (vi)  Certified  Resolutions  of the Board of Directors of
                    the respective  Borrowers and Guarantors  authorizing  the
                    execution and delivery and  performance  of this Amendment
                    and other documents referred to herein; and

                    (vii) Articles of  Incorporation  of each of Borrowers and
                    Guarantor  certified  as of date not earlier than March 1,
                    2001.

4.        Borrowers shall reimburse  Lender for all of Lender's  out-of-pocket
          costs  related to the  transaction  contemplated  herein,  including
          without limitation any lien searches ordered by Lender's 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.

5.        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.

6.        Except as expressly amended hereby,  the terms and conditions of the
          Loan  Agreement as originally set forth therein shall remain in full
          force and effect.

         IN WITNESS WHEREOF, the undersigned Borrowers have signed and Lender
has executed this Amendment as of the date first above written.

CAROLINA NATIONAL TRANSPORTATION INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


KEYSTONE LINES, a California 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: ____________________________


US 1 INDUSTRIES, INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


FIRSTAR BANK N.A., a national banking association

By: _____________________________

Name: Craig B. Collinson
Title: Senior Vice President

<PAGE>



                                   EXHIBIT "B"

                               EQUIPMENT LOAN NOTE

                  $1,000,000.00 Dated as of December 7, 2000
          Chicago, Illinois Amended and Restated as of March 1, 2001


          FOR   VALUE   RECEIVED,    the   undersigned,    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") and CAM  TRANSPORT,  INC.,  an Indiana  corporation  (Carolina,
Keystone, Gulf Line, Five Star and Cam hereinafter collectively referred to as
"Maker")),  hereby  promise,  jointly  and  severally,  to pay to the order of
FIRSTAR BANK N.A., a national banking  association  ("Lender"),  the principal
sum of ONE MILLION AND NO/100ths  DOLLARS  ($1,000,000.00),  or, if less,  the
aggregate  unpaid amount of the Equipment Loan made by Lender  pursuant to and
in accordance  with the  applicable  provisions of that certain Loan Agreement
dated April 18,  2000,  and amended as of June 12, 2000 and  December 7, 2000,
and as  further  amended as of the date  hereof  (as the same may be  amended,
modified,  supplemented  or restated from time to time, the "Loan  Agreement")
between  Lender,  Maker and US 1  INDUSTRIES,  INC.,  an  Indiana  corporation
("Guarantor")  and Lender,  at the office of Lender at 30 N. Michigan  Avenue,
Chicago,  Illinois  60602,  or at such other  place as the  holder  hereof may
appoint, plus interest thereon as set forth below.

          This Equipment Loan Note is delivered by Maker to Lender pursuant to
and in accordance with the applicable  provisions of the Loan  Agreement.  All
capitalized  terms  used  but not  elsewhere  defined  herein  shall  have the
respective meanings ascribed to such terms in the Loan Agreement.

          The  principal  balance  of this  Equipment  Loan  Note  ("Principal
Balance")  shall bear  interest at the per annum rate of interest set forth in
subsection 2.3 of the Loan Agreement.

          Accrued and unpaid  interest on, and the Principal  Balance of, this
Equipment  Loan Note shall be paid in the  manner set forth in Section  2.4 of
the Loan Agreement.

          Interest shall be: (i) computed on the basis of a year consisting of
360 days and (ii) charged for the actual  number of days during the period for
which interest is being charged.

          During a Default  Rate  Period,  the  Principal  Balance  shall bear
interest at the Default  Rate,  which  interest at such  Default Rate shall be
paid by Maker to Lender immediately upon demand.

          Subject to the provisions of Section 8.2 of the Loan  Agreement,  at
the election of the holder hereof, upon the occurrence of an Event of Default,
without further notice or demand, the Principal  Balance,  and all accrued and
unpaid interest  thereon,  shall be and become  immediately due and payable in
full.  Failure to exercise  this option  shall not  constitute a waiver of the
right to exercise  the same in the event of any  subsequent  Event of Default,
and such  failure  shall  not be  deemed  to  establish  a custom or course of
dealing or performance between Maker and Lender.

          This  Equipment  Loan  Note  may be  prepaid,  in  whole or in part,
without  penalty and in accordance  with the terms and  conditions of the Loan
Agreement applicable thereto.

          All funds  received by Lender  during the  existence  of an Event of
Default  shall be applied  in the manner set forth in Section  8.4 of the Loan
Agreement.

          All payments to be made by Maker pursuant to this Note shall be made
in accordance with the instructions  therefor set forth in the Loan Agreement.
Payment shall not be deemed to have been received by Lender until Lender is in
receipt of Good Funds.

          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 Maker 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  Equipment  Loan Note or any
other Loan Instrument,  then in such event (i) Maker shall not be obligated to
pay such Excess Interest,  (ii) any Excess Interest  collected by Lender shall
be,  (A) if any Event of  Default  exists  and is  continuing,  applied to the
Principal  Balance or to  accrued  and  unpaid  interest  not in excess of the
maximum rate  permitted by applicable law or (B) if no Event of Default exists
and is  continuing,  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  Equipment  Loan  Note  and the  other  Loan
Instruments,  as  applicable,  shall be  deemed  to have  been,  and shall be,
modified to reflect such  reduction,  and (iv) Maker 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,  Maker  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
paragraph again shall apply.

          If any suit or action is  instituted  or  attorneys  are employed to
collect  this  Equipment  Loan Note or any part  thereof,  Maker  promises and
agrees, jointly and severally,  to pay all costs of collection,  including all
court costs and reasonable attorneys' fees.

          Maker hereby waives presentment for payment,  protest and demand and
notice of protest,  demand,  dishonor and  nonpayment of this  Equipment  Loan
Note,  and  expressly  agrees that this  Equipment  Loan Note,  or any payment
hereunder,  may be extended  from time to time before,  at or after  maturity,
without in any way affecting the liability of Maker hereunder or any guarantor
hereof.

          This Equipment  Loan Note shall be construed in accordance  with and
governed by the laws and decisions of the State of Illinois, without regard to
conflict  of laws  principles.  All funds  disbursed  to or for the benefit of
Maker will be deemed to have been disbursed in Chicago, Illinois.

          Maker hereby agrees that all actions or proceedings initiated by any
Maker and arising directly or indirectly out of this Equipment Loan Note 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.  Maker hereby  expressly  submits and
consents 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  agrees
that personal service of the summons and complaint, or other process or papers
issued  therein may be made by registered or certified mail addressed to Maker
at the address to which notices are to be sent pursuant to Section 11.1 of the
Loan  Agreement.  Maker waives 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 any Maker, 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,
Maker shall be deemed in default and an order  and/or  judgment may be entered
by the  court  against  Maker  as  demanded  or  prayed  for in such  summons,
complaint,  process or  papers.  The  exclusive  choice of forum for Maker set
forth in this  paragraph  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
Maker  hereby  waives the right to  collaterally  attack any such  judgment or
action.

          Maker  acknowledges and agrees that any controversy  which may arise
under  this  Equipment  Loan Note would be based upon  difficult  and  complex
issues and,  therefore,  Maker agrees 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.

          This Equipment Loan Note may not be changed or amended  orally,  but
only by an instrument in writing signed by the party against whom  enforcement
of the change or amendment is sought.

          This  Equipment  Loan  Note  shall be  binding  upon  Maker and upon
Maker's  successors  and  assigns,  and  shall  inure  to the  benefit  of the
successors and permitted  assigns of Lender. If more than one party shall sign
this Equipment Loan Note as Maker, their obligations  hereunder as Maker shall
be joint and several.

          In the event that any provision hereof shall be 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 Governmental Body, this Equipment Loan Note
shall be construed as not containing such provision and the invalidity of such
provision shall not affect the validity of any other  provisions  hereof,  and
any and all other provisions hereof which otherwise are lawful and valid shall
remain in full force and effect.

          Time for the performance of Maker's obligations under this Equipment
Loan Note is of the essence.

          This  Equipment  Loan Note is  entitled  to the  benefit  of certain
collateral security, all as more fully set forth in the Loan Agreement.

          This  Equipment  Loan Note amends and  restates  in its  entirety an
original Equipment Loan Note dated December 7, 2000.

<PAGE>
          IN WITNESS  WHEREOF,  this Equipment Loan Note has been executed and
delivered by Maker by its duly authorized  officer on the date first set forth
above.

CAROLINA NATIONAL TRANSPORTATION INC., an Indiana corporation

By: _____________________________

Name: ___________________________

Title: ____________________________


KEYSTONE LINES, a California 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: ___________________________



<PAGE>



                                  EXHIBIT "D-1"

                                ACKNOWLEDGEMENT
                              (Security Agreement)

          The  undersigned   ("Borrower")  hereby  acknowledges  that  it  has
previously  entered into and executed a Security  Agreement  dated as of April
18, 2000 ("Security  Agreement"),  with Firstar Bank N.A.  ("Lender),  wherein
property of Borrower  was pledged to secure  Borrowers'  Obligations  (as that
term is defined in that  certain  Loan  Agreement  dated as of April 18, 2000,
between  the  undersigned  and  others and which was  amended by that  certain
Amendment  to Loan  Agreement  dated June 9, 2000,  Second  Amendment  to Loan
Agreement  dated  December 7, 2000,  and Third  Amendment to Loan Agreement of
even date herewith ("Loan Agreement")).  Borrower acknowledges that Borrowers'
Obligations,  as that  term is used in the  Loan  Agreement  and the  Security
Agreement,  means Borrowers' Obligations under the Loan Agreement,  as amended
by the Amendment to Loan  Agreement,  the Second  Amendment to Loan Agreement,
and the Third Amendment to Loan Agreement of even date herewith, and includes,
without  limitation,  the  obligation  to  repay  as and  when due any and all
amounts advanced by Lender to Borrowers (as defined in the Loan Agreement), or
any of them, together with interest thereon, as provided in the Revolving Loan
Note in the face amount of $5,500,000,  as amended and restated as of December
7, 2000,  and the  Equipment  Loan Note in the face amount of  $1,000,000,  as
amended and restated as of the date hereof,  made by Borrowers  and payable to
Lender.

          IN WITNESS  WHEREOF,  this  Acknowledgement  has been  executed  and
delivered by a duly-authorized officer of the Borrower as of March 1, 2001.

FIVE STAR TRANSPORT, INC.


By ______________________________


<PAGE>


                                  EXHIBIT "D-2"


                                ACKNOWLEDGEMENT
                              (Security Agreement)

          The  undersigned   ("Borrower")  hereby  acknowledges  that  it  has
previously  entered into and executed a Security  Agreement  dated as of April
18, 2000 ("Security  Agreement"),  with Firstar Bank N.A.  ("Lender),  wherein
property of Borrower  was pledged to secure  Borrowers'  Obligations  (as that
term is defined in that  certain  Loan  Agreement  dated as of April 18, 2000,
between  the  undersigned  and  others and which was  amended by that  certain
Amendment  to Loan  Agreement  dated June 9, 2000,  Second  Amendment  to Loan
Agreement  dated  December 7, 2000,  and Third  Amendment to Loan Agreement of
even date herewith ("Loan Agreement")).  Borrower acknowledges that Borrowers'
Obligations,  as that  term is used in the  Loan  Agreement  and the  Security
Agreement,  means Borrowers' Obligations under the Loan Agreement,  as amended
by the Amendment to Loan  Agreement,  the Second  Amendment to Loan Agreement,
and the Third Amendment to Loan Agreement of even date herewith, and includes,
without  limitation,  the  obligation  to  repay  as and  when due any and all
amounts advanced by Lender to Borrowers (as defined in the Loan Agreement), or
any of them, together with interest thereon, as provided in the Revolving Loan
Note in the face amount of $5,500,000,  as amended and restated as of December
7, 2000,  and the  Equipment  Loan Note in the face amount of  $1,000,000,  as
amended and restated as of the date hereof,  made by Borrowers  and payable to
Lender.

          IN WITNESS  WHEREOF,  this  Acknowledgement  has been  executed  and
delivered by a duly-authorized officer of the Borrower as of March 1, 2001.

CAROLINA NATIONAL TRANSPORTATION, INC.


By ________________________________________


<PAGE>


                                  EXHIBIT "D-3"


                                ACKNOWLEDGEMENT
                              (Security Agreement)


          The  undersigned   ("Borrower")  hereby  acknowledges  that  it  has
previously  entered into and executed a Security  Agreement  dated as of April
18, 2000 ("Security  Agreement"),  with Firstar Bank N.A.  ("Lender),  wherein
property of Borrower  was pledged to secure  Borrowers'  Obligations  (as that
term is defined in that  certain  Loan  Agreement  dated as of April 18, 2000,
between  the  undersigned  and  others and which was  amended by that  certain
Amendment  to Loan  Agreement  dated June 9, 2000,  Second  Amendment  to Loan
Agreement  dated  December 7, 2000,  and Third  Amendment to Loan Agreement of
even date herewith ("Loan Agreement")).  Borrower acknowledges that Borrowers'
Obligations,  as that  term is used in the  Loan  Agreement  and the  Security
Agreement,  means Borrowers' Obligations under the Loan Agreement,  as amended
by the Amendment to Loan  Agreement,  the Second  Amendment to Loan Agreement,
and the Third Amendment to Loan Agreement of even date herewith, and includes,
without  limitation,  the  obligation  to  repay  as and  when due any and all
amounts advanced by Lender to Borrowers (as defined in the Loan Agreement), or
any of them, together with interest thereon, as provided in the Revolving Loan
Note in the face amount of $5,500,000,  as amended and restated as of December
7, 2000,  and the  Equipment  Loan Note in the face amount of  $1,000,000,  as
amended and restated as of the date hereof,  made by Borrowers  and payable to
Lender.

          IN WITNESS  WHEREOF,  this  Acknowledgement  has been  executed  and
delivered by a duly-authorized officer of the Borrower as of March 1, 2001.

KEYSTONE LINES


By ______________________________


<PAGE>


                                  EXHIBIT "D-4"


                                ACKNOWLEDGEMENT
                              (Security Agreement)

          The  undersigned   ("Borrower")  hereby  acknowledges  that  it  has
previously  entered into and executed a Security  Agreement  dated as of April
18, 2000 ("Security  Agreement"),  with Firstar Bank N.A.  ("Lender),  wherein
property of Borrower  was pledged to secure  Borrowers'  Obligations  (as that
term is defined in that  certain  Loan  Agreement  dated as of April 18, 2000,
between  the  undersigned  and  others and which was  amended by that  certain
Amendment  to Loan  Agreement  dated June 9, 2000,  Second  Amendment  to Loan
Agreement  dated  December 7, 2000,  and Third  Amendment to Loan Agreement of
even date herewith ("Loan Agreement")).  Borrower acknowledges that Borrowers'
Obligations,  as that  term is used in the  Loan  Agreement  and the  Security
Agreement,  means Borrowers' Obligations under the Loan Agreement,  as amended
by the Amendment to Loan  Agreement,  the Second  Amendment to Loan Agreement,
and the Third Amendment to Loan Agreement of even date herewith, and includes,
without  limitation,  the  obligation  to  repay  as and  when due any and all
amounts advanced by Lender to Borrowers (as defined in the Loan Agreement), or
any of them, together with interest thereon, as provided in the Revolving Loan
Note in the face amount of $5,500,000,  as amended and restated as of December
7, 2000,  and the  Equipment  Loan Note in the face amount of  $1,000,000,  as
amended and restated as of the date hereof,  made by Borrowers  and payable to
Lender.

          IN WITNESS  WHEREOF,  this  Acknowledgement  has been  executed  and
delivered by a duly-authorized officer of the Borrower as of March 1, 2001.

GULF LINE TRANSPORT INC.


By ______________________________


<PAGE>



                                  EXHIBIT "D-5"


                                ACKNOWLEDGEMENT
                              (Security Agreement)


          The  undersigned   ("Borrower")  hereby  acknowledges  that  it  has
previously  entered into and executed a Security  Agreement  dated as of April
18, 2000 ("Security  Agreement"),  with Firstar Bank N.A.  ("Lender),  wherein
property of Borrower  was pledged to secure  Borrowers'  Obligations  (as that
term is defined in that  certain  Loan  Agreement  dated as of April 18, 2000,
between  the  undersigned  and  others and which was  amended by that  certain
Amendment  to Loan  Agreement  dated June 9, 2000,  Second  Amendment  to Loan
Agreement  dated  December 7, 2000,  and Third  Amendment to Loan Agreement of
even date herewith ("Loan Agreement")).  Borrower acknowledges that Borrowers'
Obligations,  as that  term is used in the  Loan  Agreement  and the  Security
Agreement,  means Borrowers' Obligations under the Loan Agreement,  as amended
by the Amendment to Loan  Agreement,  the Second  Amendment to Loan Agreement,
and the Third Amendment to Loan Agreement of even date herewith, and includes,
without  limitation,  the  obligation  to  repay  as and  when due any and all
amounts advanced by Lender to Borrowers (as defined in the Loan Agreement), or
any of them, together with interest thereon, as provided in the Revolving Loan
Note in the face amount of $5,500,000,  as amended and restated as of December
7, 2000,  and the  Equipment  Loan Note in the face amount of  $1,000,000,  as
amended and restated as of the date hereof,  made by Borrowers  and payable to
Lender.

          IN WITNESS  WHEREOF,  this  Acknowledgement  has been  executed  and
delivered by a duly-authorized officer of the Borrower as of March 1, 2001.

US 1 INDUSTRIES, INC.


By ______________________________


<PAGE>


                                  EXHIBIT "F-1"
                             Date: April 18, 2000

                   Amended and Restated as of June 9, 2000
              Further Amended and Restated as of December 7, 2000
               Further Amended and Restated as of March 1, 2001

                                LIMITED GUARANTY

          The  undersigned,  Michael  Kibler  ("Kibler")  ("Guarantor"),  does
hereby absolutely and unconditionally,  subject to the limitation as to amount
set forth below, guarantee to Firstar Bank N.A. ("Lender"), (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 in its entirety as of June 9, 2000,  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") and Five Star Transport,  Inc., an
Indiana corporation ("Five Star") (Carolina, Keystone, Gulf Line and Five Star
hereinafter  collectively  referred to as "Borrowers") in the principal amount
of $3,500,000  (including all renewals,  extensions and modifications  thereof
and all court  costs,  expert  witness  fees and  reasonable  attorneys'  fees
incurred by Lender in connection  with the collection or enforcement  thereof)
(the  "Note") and (ii)  prompt  performance  and payment of all of  Borrowers'
Obligations  (as defined in that certain Loan Agreement  dated April 18, 2000,
as amended as of June 9, 2000, between Borrowers,  Lender and US 1 Industries,
Inc.  (the  "Loan  Agreement"))  (any  and  all  indebtedness  represented  or
evidenced  by or  arising  with  respect  to the Note in favor of  Lender  and
Borrower's  Obligations  hereinafter sometimes collectively referred to as the
"Guaranteed Debt").

          The undersigned waives notice of the acceptance of this Guaranty and
of the extension or  continuation  of the Guaranteed Debt or any part thereof.
The undersigned further waives presentment,  protest, notice, demand or action
on delinquency  and any other  formalities  required to charge the undersigned
with  liability  hereunder,  in  respect  of the  Guaranteed  Debt or any part
thereof,  or  otherwise  to enforce  payment  thereof  against any  collateral
securing the Guaranteed Debt or any part thereof. It is the intent hereof that
Guarantor  remain liable as a principal  until all of the  Guaranteed  Debt is
paid in full  notwithstanding any act or thing that might otherwise operate as
a legal or equitable discharge of a surety.

          In the  event of  default  under  the  Note or the  Loan  Agreement,
Guarantor  agrees to pay on demand by Lender all sums then or  thereafter  due
under the Note and Loan Agreement  regardless of any defense,  right of setoff
or claims which any Borrowers or Guarantor might have against Lender.

          This is a guaranty of payment and performance, not collection. It is
expressly  understood  and  agreed  that  the  liability  of  the  undersigned
Guarantor hereunder for the Guaranteed Debt shall be limited to the sum of (i)
the principal sum of $500,000 and (ii) all interest,  fees, charges, costs and
attorneys'  fees  applicable  thereto  which may accrue or be  incurred  after
demand for payment of such principal sum. It is further  expressly  understood
and agreed that separate recovery may be had by Lender for such sum regardless
of  whether  action is taken or suit is brought  by Lender  against  any other
person liable for the Guaranteed  Debt and regardless of whether any action is
taken  by  Lender  to  enforce  its  rights  against  any  collateral  for the
Guaranteed Debt.

          In any right of  action  which  shall  accrue to Lender by reason of
this Guaranty,  Lender may, at its sole election,  proceed  against  Guarantor
with or without (a) joining any of Borrowers or the Corporate Guarantor,  US 1
Industries,  Inc., in such action or (b)  commencing  any action  against,  or
obtain any judgment against any of Borrowers.

          The  validity  and  enforceability  of this  Guaranty  shall  not be
impaired or  affected by any of the  following,  whether  occurring  before or
after receipt by Lender of notice of  termination  of this  Guaranty:  (a) any
extension,  modification  or renewal  of, or  indulgence  with  respect to, or
substitutions  for, the  Guaranteed  Debt or any part thereof or any agreement
relating  thereto at any time;  (b) any  failure or  omission  to enforce  any
right, power or remedy with respect to the Guaranteed Debt or any part thereof
or any agreement relating thereto,  or any collateral  securing the Guaranteed
Debt or any part thereof;  (c) any waiver of any right,  power or remedy or of
any default  with  respect to the  Guaranteed  Debt or any part thereof or any
agreement  relating  thereto or with  respect to any  collateral  securing the
Guaranteed Debt or any part thereof; (d) any release,  surrender,  compromise,
settlement,   waiver,   subordination   or   modification,   with  or  without
consideration,  of any  collateral  securing the  Guaranteed  Debt or any part
thereof,  any other guaranties with respect to the Guaranteed Debt or any part
thereof,  or any other  obligation of any person or entity with respect to the
Guaranteed Debt or any part thereof; (e) the enforceability or validity of the
Guaranteed  Debt or any part  thereof or the  genuineness,  enforceability  or
validity of any agreement  relating  thereto or with respect to any collateral
securing the Guaranteed  Debt or any part thereof;  or (f) the  application of
payments  received  from any source to the permitted  payment of  indebtedness
other than the  Guaranteed  Debt,  any part  thereof or amounts  which are not
covered by this  Guaranty  even though  Lender might  lawfully have elected to
apply such  payments to any part or all of the  Guaranteed  Debt or to amounts
which are not covered by this  Guaranty,  all  whether or not the  undersigned
shall have had notice or knowledge  of any act or omission  referred to in the
foregoing  clauses (a) through  (f) of this  paragraph.  It is agreed that the
undersigned's  liability hereunder is joint and several and independent of any
other  guaranties or other  obligations  at any time in effect with respect to
the Guaranteed Debt or any part thereof and that the  undersigned's  liability
hereunder may be enforced regardless of the existence,  validity,  enforcement
or non-enforcement of any such other guaranties or other obligations.

          The  undersigned  further agrees that if at any time all or any part
of any payment  heretofore  applied by Lender to the Guaranteed Debt hereby is
or  must be  rescinded  or  returned  by  Lender  for  any  reason  whatsoever
(including, without limitation, the insolvency,  bankruptcy, or reorganization
of Chicago  Industrial  or any  Guarantor),  such  indebtedness  shall for the
purposes  of this  Guaranty,  to the  extent  that such  payment is or must be
rescinded  or   returned,   be  deemed  to  have   continued   in   existence,
notwithstanding  such application by Lender,  and this Guaranty shall continue
to be effective  or be  reinstated  as the case may be, as to such  guaranteed
indebtedness, all as though such application by Lender had not been made.

          Until the Guaranteed Debt is paid in full (i) the undersigned waives
any benefit of the collateral,  if any, which may from time to time secure the
Guaranteed Debt or any part thereof and (ii) the undersigned authorizes Lender
to take any action or exercise any remedy with respect  thereto,  which Lender
in its sole discretion shall determine,  without notice to the undersigned. In
the event  Lender in its sole  discretion  elects to give notice of any action
with respect to the  collateral,  if any,  securing the Guaranteed Debt or any
part thereof,  ten (10) days' written notice shall be deemed reasonable notice
of any matters contained in such notice. The payment by the undersigned of any
amount pursuant to this Limited  Guaranty shall not entitle the undersigned to
any right, title or interest,  whether by way of subrogation or otherwise,  in
and to any of the Obligations, including, but not limited to, any indebtedness
evidenced by the Note, or any collateral therefor. The undersigned does hereby
release   Borrowers  from  any  and  all   obligations   of   indemnification,
contribution,  subrogation  and  exoneration  which  may  arise  or come  into
existence as a result of the  undersigned's  assumption or  performance of its
obligations in this Limited Guaranty on behalf of Borrowers in favor of Lender
or its successors and assigns.

          The undersigned  shall pay all costs,  fees and expenses  (including
court costs,  expert witness fees and reasonable  attorneys' fees) incurred by
Lender in  collecting or enforcing the  undersigned's  obligations  under this
Guaranty.

          Any notice,  demand or request which may be  permitted,  required or
desired to be given in  connection  therewith  shall be given in  writing  and
directed to Lender and Guarantor as follows:

         Lender:                    Firstar Bank N.A.
                                    30 N. Michigan Avenue
                                    Chicago, IL 60602
                                    Fax:  (312) 696-1397

         With a copy to
         its attorneys:             Christopher J. Horvay
                                    Gould & Ratner
                                    222 N. LaSalle Street
                                    Suite 800
                                    Chicago, IL 60601
                                    Fax:  (312) 235-3241

         Guarantor:                 Michael Kibler
                                    1000 Colfax Street
                                    Gary, Indiana  46406
                                    Fax:  (219) 977-5227

         With a copy to             W. Brinkley Dickerson, Jr.
         his attorneys:             Troutman Sanders, L.L.P.
                                    100 Peachtree Street
                                    Atlanta, Georgia  30342
                                    Fax:  (404) 885-3827

          Notices shall be deemed properly  delivered and received when and if
(i) personally delivered; (ii) delivered by Federal Express or other overnight
courier;  or (iii)  delivered  by  facsimile  provided a hard copy of any such
notice  delivered  by  facsimile  is  delivered  to the  addressee  within one
business day thereafter by either of the methods listed in (i) or (ii) above.

          This Guaranty shall (i) bind the  undersigned  and their  successors
and assigns,  (ii) inure to the benefit of Lender,  its successors and assigns
and (iii) be governed by the internal laws of the State of Illinois.

          This  Guaranty  amends and  restates  in its  entirety  an  original
Guaranty made by the Guarantor dated April 18, 2000, in favor of Lender.

Chicago, Illinois


-------------------------
Michael Kibler

<PAGE>

                                  EXHIBIT "F-2"

                             Date: April 18, 2000

                    Amended and Restated as of June 9, 2000
              Further Amended and Restated as of December 7, 2000
               Further Amended and Restated as of March 1, 2001


                                LIMITED GUARANTY

          The undersigned,  Harold Antonson ("Antonson")  ("Guarantor"),  does
hereby absolutely and unconditionally,  subject to the limitation as to amount
set forth below, guarantee to Firstar Bank N.A. ("Lender"), (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, amended and restated in its entirety as of ___________, 2000 executed by
Carolina National  Transportation,  Inc., an Indiana corporation  ("Carolina")
and  Keystone  Lines,  a  California  corporation   ("Keystone"),   Gulf  Line
Transport, Inc., an Indiana corporation ("Gulf Line") and Five Star Transport,
Inc., an Indiana corporation ("Five Star") (Carolina,  Keystone, Gulf Line and
Five  Star  hereinafter  collectively  referred  to  as  "Borrowers")  in  the
principal  amount  of  $3,500,000  (including  all  renewals,  extensions  and
modifications  thereof and all court costs, expert witness fees and reasonable
attorneys'  fees  incurred  by Lender in  connection  with the  collection  or
enforcement  thereof) (the "Note") and (ii) prompt  performance and payment of
all of Borrowers' Obligations (as defined in that certain Loan Agreement dated
April 18, 2000, as amended as of _________,  2000, between  Borrowers,  Lender
and US 1 Industries,  Inc. (the "Loan  Agreement"))  (any and all indebtedness
represented  or  evidenced  by or arising with respect to the Note in favor of
Lender and Borrower's Obligations  hereinafter sometimes collectively referred
to as the "Guaranteed Debt").

          The undersigned waives notice of the acceptance of this Guaranty and
of the extension or  continuation  of the Guaranteed Debt or any part thereof.
The undersigned further waives presentment,  protest, notice, demand or action
on delinquency  and any other  formalities  required to charge the undersigned
with  liability  hereunder,  in  respect  of the  Guaranteed  Debt or any part
thereof,  or  otherwise  to enforce  payment  thereof  against any  collateral
securing the Guaranteed Debt or any part thereof. It is the intent hereof that
Guarantor  remain liable as a principal  until all of the  Guaranteed  Debt is
paid in full  notwithstanding any act or thing that might otherwise operate as
a legal or equitable discharge of a surety.

          In the  event of  default  under  the  Note or the  Loan  Agreement,
Guarantor  agrees to pay on demand by Lender all sums then or  thereafter  due
under the Note and Loan Agreement  regardless of any defense,  right of setoff
or claims which any of Borrowers or Guarantor might have against Lender.

          This is a guaranty of payment and performance, not collection. It is
expressly  understood  and  agreed  that  the  liability  of  the  undersigned
Guarantor hereunder for the Guaranteed Debt shall be limited to the sum of (i)
the principal sum of $500,000 and (ii) all interest,  fees, charges, costs and
attorneys'  fees  applicable  thereto  which may accrue or be  incurred  after
demand for payment of such principal sum. It is further  understood and agreed
that separate recovery may be had by Lender for such sum regardless of whether
action is taken or suit is brought by Lender  against any other person  liable
for the  Guaranteed  Debt and  regardless  of  whether  any action is taken by
Lender to enforce its rights against any collateral for the Guaranteed Debt.

          In any right of  action  which  shall  accrue to Lender by reason of
this Guaranty,  Lender may, at its sole election,  proceed  against  Guarantor
with or without (a) joining any of Borrowers or the Corporate Guarantor,  US 1
Industries,  Inc., in such action or (b)  commencing  any action  against,  or
obtain any judgment against any of Borrowers.

          The  validity  and  enforceability  of this  Guaranty  shall  not be
impaired or  affected by any of the  following,  whether  occurring  before or
after receipt by Lender of notice of  termination  of this  Guaranty:  (a) any
extension,  modification  or renewal  of, or  indulgence  with  respect to, or
substitutions  for, the  Guaranteed  Debt or any part thereof or any agreement
relating  thereto at any time;  (b) any  failure or  omission  to enforce  any
right, power or remedy with respect to the Guaranteed Debt or any part thereof
or any agreement relating thereto,  or any collateral  securing the Guaranteed
Debt or any part thereof;  (c) any waiver of any right,  power or remedy or of
any default  with  respect to the  Guaranteed  Debt or any part thereof or any
agreement  relating  thereto or with  respect to any  collateral  securing the
Guaranteed Debt or any part thereof; (d) any release,  surrender,  compromise,
settlement,   waiver,   subordination   or   modification,   with  or  without
consideration,  of any  collateral  securing the  Guaranteed  Debt or any part
thereof,  any other guaranties with respect to the Guaranteed Debt or any part
thereof,  or any other  obligation of any person or entity with respect to the
Guaranteed Debt or any part thereof; (e) the enforceability or validity of the
Guaranteed  Debt or any part  thereof or the  genuineness,  enforceability  or
validity of any agreement  relating  thereto or with respect to any collateral
securing the Guaranteed  Debt or any part thereof;  or (f) the  application of
payments  received  from any source to the permitted  payment of  indebtedness
other than the  Guaranteed  Debt,  any part  thereof or amounts  which are not
covered by this  Guaranty  even though  Lender might  lawfully have elected to
apply such  payments to any part or all of the  Guaranteed  Debt or to amounts
which are not covered by this  Guaranty,  all  whether or not the  undersigned
shall have had notice or knowledge  of any act or omission  referred to in the
foregoing  clauses (a) through  (f) of this  paragraph.  It is agreed that the
undersigned's  liability hereunder is joint and several and independent of any
other  guaranties or other  obligations  at any time in effect with respect to
the Guaranteed Debt or any part thereof and that the  undersigned's  liability
hereunder may be enforced regardless of the existence,  validity,  enforcement
or non-enforcement of any such other guaranties or other obligations.

          The  undersigned  further agrees that if at any time all or any part
of any payment  heretofore  applied by Lender to the Guaranteed Debt hereby is
or  must be  rescinded  or  returned  by  Lender  for  any  reason  whatsoever
(including, without limitation, the insolvency,  bankruptcy, or reorganization
of Chicago  Industrial  or any  Guarantor),  such  indebtedness  shall for the
purposes  of this  Guaranty,  to the  extent  that such  payment is or must be
rescinded  or   returned,   be  deemed  to  have   continued   in   existence,
notwithstanding  such application by Lender,  and this Guaranty shall continue
to be effective  or be  reinstated  as the case may be, as to such  guaranteed
indebtedness, all as though such application by Lender had not been made.

          Until the Guaranteed Debt is paid in full (i) the undersigned waives
any benefit of the collateral,  if any, which may from time to time secure the
Guaranteed Debt or any part thereof and (ii) the undersigned authorizes Lender
to take any action or exercise any remedy with respect  thereto,  which Lender
in its sole discretion shall determine,  without notice to the undersigned. In
the event  Lender in its sole  discretion  elects to give notice of any action
with respect to the  collateral,  if any,  securing the Guaranteed Debt or any
part thereof,  ten (10) days' written notice shall be deemed reasonable notice
of any matters contained in such notice. The payment by the undersigned of any
amount pursuant to this Limited  Guaranty shall not entitle the undersigned to
any right, title or interest,  whether by way of subrogation or otherwise,  in
and to any of the Obligations, including, but not limited to, any indebtedness
evidenced by the Note, or any collateral therefor. The undersigned does hereby
release   Borrowers  from  any  and  all   obligations   of   indemnification,
contribution,  subrogation  and  exoneration  which  may  arise  or come  into
existence as a result of the  undersigned's  assumption or  performance of its
obligations in this Limited Guaranty on behalf of Borrowers in favor of Lender
or its successors and assigns.

          The undersigned  shall pay all costs,  fees and expenses  (including
court costs,  expert witness fees and reasonable  attorneys' fees) incurred by
Lender in  collecting or enforcing the  undersigned's  obligations  under this
Guaranty.

          Any notice,  demand or request which may be  permitted,  required or
desired to be given in  connection  therewith  shall be given in  writing  and
directed to Lender and Guarantor as follows:

         Lender:                    Firstar Bank N.A.
                                    30 N. Michigan Avenue
                                    Chicago, IL 60602
                                    Fax:  (312) 696-1397

         With a copy to
         its attorneys:             Christopher J. Horvay
                                    Gould & Ratner
                                    222 N. LaSalle Street
                                    Suite 800
                                    Chicago, IL 60601
                                    Fax:  (312) 235-3241

         Guarantor:                 Harold Antonson
                                    1000 Colfax Street
                                    Gary, Indiana  46406
                                    Fax:  (219) 977-5227

         With a copy to             W. Brinkley Dickerson, Jr.
         his attorneys:             Troutman Sanders, L.L.P.
                                    600 Peachtree Street
                                    Atlanta, Georgia  30342
                                    Fax:  (404) 885-3827

          Notices shall be deemed properly  delivered and received when and if
(i) personally delivered; (ii) delivered by Federal Express or other overnight
courier;  or (iii)  delivered  by  facsimile  provided a hard copy of any such
notice  delivered  by  facsimile  is  delivered  to the  addressee  within one
business day thereafter by either of the methods listed in (i) or (ii) above.

          This Guaranty shall (i) bind the  undersigned  and their  successors
and assigns,  (ii) inure to the benefit of Lender,  its successors and assigns
and (iii) be governed by the internal laws of the State of Illinois.

          This  Guaranty  amends and  restates  in its  entirety  an  original
Guaranty made by the Guarantor dated March 7, 2001, in favor of Lender.

Chicago, Illinois


-------------------------
Harold Antonson


<PAGE>
                                   EXHIBIT "G"
                             Date: April 18, 2000
                    Amended and Restated as of June 9, 2000
              Further Amended and Restated as of December 7, 2000
               Further Amended and Restated as of March 1, 2001


                               CORPORATE GUARANTY

          To induce 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,  Keystone  Lines, a California
corporation  ("Keystone"),  Gulf Line Transport,  Inc., an Indiana corporation
("Gulf Line"), Five Star Transport,  Inc. an Indiana corporation ("Five Star")
and Cam Transport  Services,  Inc., an Indiana  corporation ("Cam") (Carolina,
Keystone, Gulf Line, Five Star and Cam hereinafter collectively referred to as
"Borrowers")  and to enter into a Third  Amendment  to Loan  Agreement of even
date herewith  between  Borrowers  and Lender  (which Third  Amendment to Loan
Agreement  together  with the original  Loan  Agreement  dated April 18, 2000,
Amendment  to Loan  Agreement  dated June 9, 2000 and First  Amendment to Loan
Agreement  dated  December  7, 2000  between  Borrowers  and  Lender and U.S.1
Industries,  Inc.  is  hereafter  referred  to as  "Loan  Agreement")  and  to
otherwise  extend credit to Borrowers,  the  undersigned  hereby  irrevocably,
absolutely and unconditionally  guarantees 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 in its
entirety  as of June 9,  2000,  and as  further  amended  and  restated  as of
December 7, 2000 (the  "Revolving Loan Note") and the Equipment Loan Note from
Borrowers  to Lender  dated as of December 7, 2000 and as amended and restated
as of the date hereof (the  Revolving Loan Note and Equipment Loan Note herein
collectively  referred  to as  the  "Notes"),  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").  The undersigned further
agrees to pay all costs of collection and attorneys'  fees paid or incurred by
Lender  in the  collection  of the  Obligations  and the  enforcement  of this
Corporate  Guaranty.  This Corporate Guaranty shall continue in full force and
effect  until all of the  Obligations,  including,  but not  limited  to,  all
indebtedness  evidenced by the Notes, have been fully and irrevocably paid and
discharged.  This is a guarantee of payment and not of collection and shall be
enforceable directly without resorting to any other right, remedy or security.

          If Borrowers do not pay or otherwise  fully perform the  Obligations
in a  timely  manner  as  provided  in  the  Notes  and  Loan  Agreement,  the
undersigned  will  promptly  pay the amount due and  payable by  Borrowers  to
Lender upon demand. The undersigned acknowledges that it will benefit from the
extension of credit  described herein made by Lender to Borrowers and that, in
order to induce  Lender to accept the Notes and to otherwise  extend credit to
Borrowers that it has agreed to execute and deliver this Corporate Guaranty on
the understanding  that doing so is a condition  precedent to Lender accepting
the Notes and otherwise agreeing to extend credit. The undersigned  represents
and  warrants  that it (i) has  personal  knowledge  of and is  familiar  with
Borrowers'  business affairs,  books and records;  and (ii) has the ability to
influence   Borrowers'  decision  making  process.   The  undersigned  further
represents and warrants that Borrowers are in sound financial condition,  that
all financial statements of Borrowers and the undersigned  heretofore provided
to Lender are true,  correct and complete and that  Borrowers  are able to and
will perform their  obligations in accordance with the terms and conditions of
the Notes.  The  undersigned  acknowledges  that  Lender is  relying  upon the
undersigned's  representations,  warranties and covenants  herein in accepting
the Notes and agreeing to otherwise extend credit to Borrowers, and undertakes
to perform or cause Borrowers to perform the Obligations  promptly and in good
faith.  If  Borrowers  do not pay any sum when  due  under  the  Notes or Loan
Agreement,  upon the expiration of the applicable cure period,  if any, Lender
in its sole discretion,  may proceed  directly  against the undersigned  under
this Corporate  Guaranty without first proceeding  against any of Borrowers or
any of the  collateral  or  exhausting  any of  its  remedies  against  any of
Borrowers.  The  payment by the  undersigned  of any amount  pursuant  to this
Corporate  Guaranty shall not entitle the  undersigned to any right,  title or
interest,  whether by way of  subrogation  or otherwise,  in and to any of the
Obligations,  including, but not limited to, any indebtedness evidenced by the
Notes,  or any  collateral  therefor.  The  undersigned  does  hereby  release
Borrowers  from  any and all  obligations  of  indemnification,  contribution,
subrogation and exoneration which may arise or come into existence as a result
of the  undersigned's  assumption or  performance  of its  obligations in this
Corporate Guaranty on behalf of Borrowers in favor of Lender or its successors
and assigns.

          The liability and obligation of the undersigned  hereunder shall not
be  affected  or  impaired  in any manner by (and  Lender is hereby  expressly
authorized to make, from time to time,  without notice to the undersigned) any
sale,   pledge,   surrender,    compromise,   release,   renewal,   extension,
modification,  or  other  disposition  of  or  with  respect  to  any  of  the
Obligations,  including, without limitation, the indebtedness evidenced by the
Notes,  or any collateral  therefor,  and such obligation and liability of the
undersigned  shall not in any manner be affected or impaired by any acceptance
of  security  for or  other  guarantees  of any  such  indebtedness  or by any
forbearance or indulgence in the collection thereof or any failure, neglect or
omission to realize upon any collateral therefor.  Diligence in collection and
presentment for payment, demand, protest and/or notice of dishonor, default or
nonpayment and notice of the creation or existence of any and all  Obligations
and security  therefor and of the  acceptance of this  Corporate  Guaranty are
hereby expressly waived.

          The  undersigned  agrees that, if at any time all or any part of any
payment theretofore applied to any of the Obligations is rescinded or returned
for any reason  whatsoever  (including,  without  limitation,  the insolvency,
bankruptcy,  liquidation,  receivership,  arrangement or reorganization of any
party or by any defense which any Borrower or any shareholder thereof may have
by reason of the order, decree or decision of any court or administrative body
resulting from any such  proceeding),  such Obligation shall, for the purposes
of this  Corporate  Guaranty,  be deemed to have continued in existence to the
extent of such payment,  notwithstanding  such application by Lender, and this
Corporate  Guaranty shall  continue to be effective or be  reinstated,  as the
case may be, as to such  Obligation,  all as though such  application  had not
been made.

          The  undersigned   agrees  that  the   obligations,   covenants  and
agreements  of the  undersigned  under this  Corporate  Guaranty  shall not be
affected or impaired by any act of Lender,  or any event or  condition  except
full  performance of the  Obligations  and any other sums due  hereunder.  The
undersigned  agree that,  without full  performance  of the  Obligations,  the
liability of the  undersigned  hereunder shall not be discharged or diminished
by:  (i)  the  renewal  or  extension  of  time  for  the  performance  of the
Obligations under the Loan Instruments or any other agreement  relating to the
Obligations,  whether  made with or without  the  knowledge  or consent of the
undersigned; (ii) any transfer, waiver, compromise, settlement,  modification,
surrender,  or release of the Loan  Instruments  or any  collateral  assigned,
pledged or  hypothecated  thereby;  (iii) the  existence  of any  defenses  to
enforcement  of the Loan  Instruments;  (iv) any failure,  omission,  delay or
inadequacy,  whether entire or partial, of Lender to exercise any right, power
or remedy  under  the Loan  Instruments  regarding  the  Obligations;  (v) the
existence of any setoff, claim,  reduction,  or diminution of the Obligations,
or any defense of any kind or nature,  which the  undersigned may have against
any of the  Borrowers  or  which  any  party  has  against  Lender;  (vi)  the
application  of  payments  received  from any  source  to the  payment  of any
obligation other than the Obligations,  even though Lender might lawfully have
elected to apply such payments to any part or all of the Obligations; or (vii)
the addition of any and all other  endorsers,  guarantors,  obligors and other
persons liable for the  performance of the  Obligations  and the acceptance of
any and all other security for the performance of the Obligations, all whether
or not the  undersigned  shall  have had  notice  or  knowledge  of any act or
omission  referred  to in the  foregoing  clauses  (i)  through  (vii) of this
paragraph.  The undersigned  intends that the undersigned  shall remain liable
hereunder as a principal  until all  Obligations  shall have been performed in
full,  notwithstanding,  any  fact,  act,  event  or  occurrence  which  might
otherwise  operate as a legal or equitable  discharge of a surety or guarantor
other than payment and performance in full of the Obligations.

          If this Corporate  Guaranty is signed by more than one person,  firm
or corporation, every obligation of each signatory shall be joint and several.
No release or  discharge  of any one or more of the  undersigned,  if there be
more  than  one,  shall  release  or  discharge  any  other or  others  of the
undersigned  unless  and until all of the  Obligations  shall  have been fully
paid. This Corporate  Guaranty and each and every part hereof shall be binding
upon the  undersigned  jointly and  severally  (if there be more than one) and
upon  the  heirs,  legal  representatives,   successors  and  assigns  of  the
undersigned,  and shall inure to the benefit of Lender and its  successors and
assigns.

          The undersigned  expressly  waives:  (i) notice of the acceptance by
Lender of this Corporate  Guaranty;  (ii) notice of the  existence,  creation,
payment  or  nonpayment  of the  Obligations;  (iii)  presentment,  demand  at
maturity, notice of dishonor,  protest, and all other notices whatsoever;  and
(iv) any failure by Lender to inform the  undersigned  of any facts Lender may
now or hereafter know about any of Borrowers or the transactions  contemplated
by the Loan  Instruments,  it being  understood  and agreed that Lender has no
duty so to inform and that the undersigned is fully  responsible for being and
remaining informed by Borrowers of all circumstances bearing on the existence,
creation,  or risk of nonpayment of the Obligations.  Credit may be granted or
continued  from  time to time by  Lender  to  Borrowers  without  notice to or
authorization  from the  undersigned,  regardless  of the  financial  or other
condition of any of  Borrowers at the time of any such grant or  continuation.
Lender shall have no  obligation  to disclose or discuss with the  undersigned
its assessment of the financial condition of any Borrower.  No modification or
waiver of any of the  provisions  of this  Corporate  Guaranty will be binding
upon  Lender  except  as  expressly  set forth in a writing  duly  signed  and
delivered  on  behalf of  Lender.  The  undersigned  further  agrees  that any
exculpatory  language  pertaining  to  any  Borrower  contained  in  the  Loan
Instruments or any document executed and delivered by any Borrower  thereunder
shall  in no event  apply to this  Corporate  Guaranty,  and will not  prevent
Lender from  proceeding  against the  undersigned  to enforce  this  Corporate
Guaranty.

          This Corporate Guaranty has been executed in Chicago,  Illinois, and
shall be governed by the laws of the State of  Illinois.  If any  provision of
this Corporate Guaranty, or any paragraph,  sentence, clause, phrase, or word,
or the application thereof, in any circumstances, is adjudicated by a court of
competent  jurisdiction  to be invalid,  the validity of the remainder of this
Corporate  Guaranty  shall be  construed  as if such  invalid  part were never
included  herein.  Time is of the  essence  of this  Corporate  Guaranty.  All
payments to be made hereunder shall be made in currency and coin of the United
States of America  which is legal  tender for public and private  debts at the
time of payment.

          This  Corporate  Guaranty is secured by a Security  Agreement  dated
April  18,  2000 from  Guarantor  to Lender  and by all  collateral  described
therein.

          The undersigned hereby submits to personal jurisdiction in the State
of Illinois for the enforcement of this Corporate  Guaranty and waives any and
all  personal  rights to  object  to such  jurisdiction  for the  purposes  of
litigation to enforce this Corporate Guaranty. The undersigned hereby consents
to the jurisdiction of either the Circuit Court of Cook County,  Illinois,  or
the United  States  District  Court for the  Northern  District  of  Illinois,
Eastern  Division,  in any action,  suit or proceeding which Lender may at any
time wish to file in connection  with this  Corporate  Guaranty or any related
matter. The undersigned  hereby agrees that any action,  suit or proceeding to
enforce this Corporate  Guaranty may be. brought in any State or Federal Court
in the State of Illinois and hereby waive any objection  which the undersigned
may have to the laying of the venue of any such action,  suit or proceeding in
any such Court; provided, however, that the provisions of this paragraph shall
not be  deemed  to  preclude  Lender  from  filing  any such  action,  suit or
proceeding in any other appropriate  forum. THE UNDERSIGNED HEREBY IRREVOCABLY
WAIVES THE RIGHT TO TRIAL BY JURY WITH  RESPECT TO ALL ACTIONS OR  PROCEEDINGS
IN ANY WAY,  MANNER OR RESPECT  ARISING OUT OF OR RELATING.  TO THIS CORPORATE
GUARANTY.

          Any notice,  demand or other  communication  which  either party may
desire or may be required to give to the other party shall be in writing,  and
shall be  deemed  given  (i) if and when  personally  delivered,  or (ii) upon
receipt  via  facsimile  transmission  provided  that a copy is also  sent via
overnight mail,  addressed to the intended  recipient at its address set forth
below, or to such other address as such party may have designated to all other
parties by notice furnished in accordance herewith:

         if to Lender:_____                 Firstar Bank N.A.
                                            30 N. Michigan Avenue Drive
                                            Chicago, Illinois  60602
                                            Attention:  Craig B. Collinson,
                                                        Senior Vice President
                                            Fax No.:  (312) 696-1397


         With a copy to:___         Gould & Ratner
                                            222 North LaSalle Street
                                            Suite 800
                                            Chicago, Illinois 60601
                                            Attention: Christopher J. Horvay
                                            Fax No.: (312) 236-3241

         and if to the undersigned: at the address set forth below its name

Except as otherwise  specifically required herein, notice of the exercise
of any  right,  option  or power  granted  to  Lender  by this  Corporate
Guaranty is not required to be given.

          This  Corporate  Guaranty  amends and  restates  in its  entirety an
original  Corporate  Guaranty in favor of Lender made by the undersigned dated
April 18,  2000,  and amended and  restated as of June 9, 2000 and December 7,
2000.

US 1 INDUSTRIES, INC., an Indiana corporation


By:_________________________________
Name:_______________________________
Title:________________________________


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





<PAGE>


Bank One, N.A.
July 19, 2000
Page 2





                                  EXHIBIT "I-1"

                                 ACKNOWLEDGEMENT
                            (Subordination Agreement)

The undersigned,  August Investment Partnership, hereby acknowledges that
Firstar Bank N.A  ("Lender")  has agreed to loan  additional  sums to Carolina
National  Transportation  Inc., Keystone Lines, Gulf Line Transport Inc., Five
Star  Transport,  Inc.  and Cam  Transport,  Inc.  (collectively  "Borrowers")
pursuant to a Third  Amendment to Loan  Agreement  dated as of the date hereof
between  Borrowers  and  Lender  and US 1  Industries,  Inc.,  the  parent  of
Borrowers  ("Borrowers'  Parent"),  and further acknowledge and agree that the
Subordinated  Debt (as defined in that certain  Subordination  Agreement dated
April 18,  2000,  as amended as of  December 7, 2000,  between  Lender and the
undersigned  (the  "Subordination  Agreement"))  is and shall  continue  to be
subordinate,  all as  provided  in the  Subordination  Agreement,  to any such
additional  sums  loaned to the  Borrowers  or any of them as provided in such
Third  Amendment  to Loan  Agreement 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  that  certain  Loan  Agreement  among
Borrowers, Lender and Borrowers' Parent dated April 18, 2000, or the Amendment
to Loan  Agreement  dated June 9, 2000, or Second  Amendment to Loan Agreement
dated December 7, 2000, among Borrowers, Lender and Borrowers' Parent and that
any amounts  advanced to any of Borrowers  prior to or  subsequent to the date
hereof  under  said Loan  Agreement,  as  amended  by such  Amendment  to Loan
Agreement,  Second  Amendment to Loan  Agreement,  or Third  Amendment to 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 1, 2001.




------------------------------
Harold Antonson



------------------------------
Michael Kibler


<PAGE>


14

                                  EXHIBIT "I-2"

                                 ACKNOWLEDGEMENT
                            (Subordination Agreement)

          The  undersigned,   Harold  Antonson  and  Michael  Kibler,   hereby
acknowledge  that Firstar Bank N.A  ("Lender")  has agreed to loan  additional
sums to Carolina  National  Transportation  Inc.,  Keystone  Lines,  Gulf Line
Transport   Inc.,  Five  Star   Transport,   Inc.  and  Cam  Transport,   Inc.
(collectively  "Borrowers")  pursuant to a Third  Amendment to Loan  Agreement
dated as of the date hereof between  Borrowers and Lender and US 1 Industries,
Inc., the parent of Borrowers  ("Borrowers'  Parent"), and further acknowledge
and agree that the Subordinated Debt (as defined in that certain Subordination
Agreement  dated April 18,  2000,  as amended as of December 7, 2000,  between
Lender  and the  undersigned  (the  "Subordination  Agreement"))  is and shall
continue to be subordinate, all as provided in the Subordination Agreement, to
any such additional sums loaned to the Borrowers or any of them as provided in
such Third Amendment to Loan Agreement 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  that  certain  Loan  Agreement  among
Borrowers, Lender and Borrowers' Parent dated April 18, 2000, or the Amendment
to Loan  Agreement  dated June 9, 2000, or Second  Amendment to Loan Agreement
dated December 7, 2000, among Borrowers, Lender and Borrowers' Parent and that
any amounts  advanced to any of Borrowers  prior to or  subsequent to the date
hereof  under  said Loan  Agreement,  as  amended  by such  Amendment  to Loan
Agreement,  Second  Amendment to Loan  Agreement,  or Third  Amendment to 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 1, 2001.


AUGUST INVESTMENT PARTNERSHIP


By: ______________________________
    General Partner