Exhibit 2.3

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT


                          CONNECTION ONE TRUCKING, LLC


                              DATED: JULY 23, 1999

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                                TABLE OF CONTENTS


1.    DEFINITIONS............................................................1


2.    SALE AND TRANSFER OF UNITS; CLOSING....................................3

   2.1    UNITS..............................................................3
   2.2    PURCHASE PRICE.....................................................4
   2.3    CLOSING............................................................4
   2.4    CLOSING OBLIGATIONS.  At The Closing:..............................4

3.    REPRESENTATIONS AND WARRANTIES OF SELLERS..............................5

   3.1    ORGANIZATION AND GOOD STANDING.....................................5
   3.2    AUTHORITY; NO CONFLICT.............................................5
   3.3    CAPITALIZATION.....................................................6
   3.4    FINANCIAL STATEMENTS...............................................7
   3.5    BOOKS AND RECORDS..................................................7
   3.6    TITLE TO PROPERTIES; ENCUMBRANCES..................................7
   3.7    CONDITION AND SUFFICIENCY OF ASSETS................................8
   3.8    ACCOUNTS RECEIVABLE................................................8
   3.9    NO UNDISCLOSED LIABILITIES.........................................8
   3.10   TAXES..............................................................8
   3.11   NO MATERIAL ADVERSE CHANGE.........................................9
   3.12   EMPLOYEE BENEFITS..................................................9
   3.13   COMPLIANCE.........................................................10
   3.14   LITIGATION.........................................................10
   3.15   ABSENCE OF CHANGES.................................................10
   3.16   CONTRACTS; NO DEFAULTS.............................................11
   3.17   INSURANCE..........................................................12
   3.18   ENVIRONMENTAL MATTERS..............................................13
   3.19   EMPLOYEES; INDEPENDENT CONTRACTORS.................................14
   3.20   LABOR RELATIONS; COMPLIANCE........................................14
   3.21   INTELLECTUAL PROPERTY..............................................15
   3.22   RELATIONSHIPS WITH RELATED PERSONS.................................16
   3.23   BROKERS OR FINDERS.................................................16
   3.24   DISCLOSURE.........................................................16
   3.25   TAX REPRESENTATIONS................................................16

4.    REPRESENTATIONS AND WARRANTIES OF TGI..................................16

   4.1    ORGANIZATION AND GOOD STANDING.....................................16
   4.2    AUTHORITY; NO CONFLICT.............................................17
   4.3    CERTAIN PROCEEDINGS................................................17

5.    COVENANTS..............................................................17

   5.1    ACCESS AND INVESTIGATION...........................................17
   5.2    OPERATION OF THE BUSINESS OF THE COMPANY...........................18
   5.3    NEGATIVE COVENANT..................................................18
   5.4    NOTIFICATION.......................................................18
   5.5    PAYMENT OF INDEBTEDNESS/RELATED PARTY TRANSACTIONS.................18
   5.6    NO NEGOTIATION.....................................................19
   5.7    BEST EFFORTS.......................................................19
   5.8    HOUSE SALE.........................................................19

6.    CONDITIONS PRECEDENT TO TGI'S OBLIGATION TO CLOSE......................19

   6.1    ACCURACY OF REPRESENTATIONS........................................19
   6.2    SELLERS' PERFORMANCE...............................................19
   6.3    CONSENTS...........................................................19
   6.4    ADDITIONAL DOCUMENTS...............................................19
   6.5    NO PROCEEDINGS.....................................................20
   6.6    NO CLAIM REGARDING OWNERSHIP OR SALE PROCEEDS......................20
   6.7    SATISFACTORY DUE DILIGENCE.........................................20
   6.8    ACQUISITION OF BESTWAY TRUCKING, INC...............................20

7.    CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE...................20

   7.1    ACCURACY OF REPRESENTATIONS........................................20
   7.2    TGI'S PERFORMANCE..................................................21
   7.3    NO PROCEEDINGS.....................................................21
   7.4    CONSENTS...........................................................21
   7.5    PURCHASE OF BESTWAY TRUCKING, INC..................................21
   7.6    PERSONAL GUARANTEES RELEASE........................................21
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8.    TERMINATION............................................................21

   8.1    TERMINATION EVENTS.................................................21
   8.2    EFFECT OF TERMINATION..............................................22

9.    INDEMNIFICATION; REMEDIES..............................................22

   9.1    SURVIVAL...........................................................22
   9.2    INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS..................22
   9.3    INDEMNIFICATION AND PAYMENT OF DAMAGES BY TGI......................23
   9.4    ESCROW.............................................................24
   9.5    PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS.................24
   9.6    PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS........................25
   9.7    TIME LIMITATIONS...................................................25
   9.8    LIMITATION.........................................................26

10.   GENERAL PROVISIONS.....................................................26

   10.1   EXPENSES...........................................................26
   10.2   PUBLIC ANNOUNCEMENTS...............................................26
   10.3   NOTICES............................................................26
   10.4   JURISDICTION; SERVICE OF PROCESS...................................27
   10.5   FURTHER ASSURANCES.................................................27
   10.6   WAIVER.............................................................28
   10.7   ENTIRE AGREEMENT AND MODIFICATION..................................28
   10.8   DISCLOSURE LETTER..................................................28
   10.9   ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS.................28
   10.10  SEVERABILITY.......................................................29
   10.11  SECTION HEADINGS, CONSTRUCTION.....................................29
   10.12  TIME OF ESSENCE....................................................29
   10.13  GOVERNING LAW......................................................29
   10.14  COUNTERPARTS.......................................................29

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                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         This Membership Interest Purchase Agreement ("Agreement") is made as of
July 23,  1999,  by and  between  Transit  Group,  Inc.,  a Florida  corporation
("TGI"),  David L. Summitt, a resident of the State of Indiana, Jenny Summitt, a
resident of the State of Indiana (each  individually  hereafter referred to as a
"Seller" and together as  "Sellers").  TGI and each of the Sellers are sometimes
referred to herein individually as a "Party," and collectively as the "Parties."

                                    RECITALS

         A. TGI  desires to purchase  and  Sellers  desire to sell 100 Units (as
such term is defined in the Company's Operating  Agreement  originally dated May
16, 1997)  representing all of the outstanding Units of Connection One Trucking,
LLC,  an  Indiana  limited  liability  company,  (the  "Company")  as more fully
provided  for  in  Article  2  of  this  Agreement  (the  "Membership   Interest
Purchase").

         B. Simultaneous with the closing of the Membership  Interest  Purchase,
TGI will  acquire:  (i) all of the  issued  and  outstanding  stock  of  Bestway
Trucking,  Inc.  pursuant  to  the  provisions  of  an  Agreement  and  Plan  of
Reorganization  by and between  Bestway  Trucking,  Inc., TGI and the Sellers of
even date herewith (the "Agreement and Plan of Reorganization")  and (ii) all of
the stock of DLS Leasing,  Inc.  pursuant to a Stock  Purchase  Agreement by and
between TGI and DLS Leasing, Inc. (the "DLS Agreement").

         C. Upon the closing of the  Membership  Interest  Purchase,  all of the
outstanding Units of the Company will be owned by TGI.

         D. Sellers are the sole members of the Company.

                                    AGREEMENT

         For and in consideration of the above premises and the mutual covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  Parties,  intending  to be
legally bound, agree as follows:


1.      DEFINITIONS

         For purposes of this  Agreement,  the following terms have the meanings
specified or referred to in this Section 1:

         "Agreement" --this Agreement together with all Schedules and Exhibits
hereto.

         "Balance Sheet"--as defined in Section 3.4.

         "Closing"--as defined in Section 2.3.

         "Closing Date"--the date and time as of which the Closing actually
takes place.

         "Company"--collectively the Company identified in the Recitals to this
Agreement.

         "Company's  Disclosure  Letter"--the  disclosure  letter  delivered  by
Sellers to TGI concurrently with the execution and delivery of this Agreement.

         "Computer Devices"--as defined in Section 3.21(c).

         "Contemplated Transactions"--all of the transactions contemplated by
this Agreement, including:

         (g)       the purchase and sale of the Units;
         (h)      the  performance  by TGI,  the  Company  and  Sellers of their
                  respective covenants and obligations under this Agreement.

         "Damages"--as defined in Section 9.2.

         "Environmental Law"--any law or regulation that materially requires or
relates to:

         (k)      advising appropriate authorities, employees, and the public of
                  intended  or  actual   releases  of  pollutants  or  hazardous
                  substances or materials,  violations of discharge  limits,  or
                  other  prohibitions  and of the  commencements  of activities,
                  such as resource  extraction or construction,  that could have
                  significant impact on the environment;
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         (l)      preventing  or  reducing to  acceptable  levels the release of
                  pollutants  or  hazardous  substances  or  materials  into the
                  environment;

         (m)      reducing  to  acceptable  levels  the  risks  inherent  in the
                  transportation of hazardous  substances,  pollutants,  oil, or
                  other potentially harmful substances;

         (n)      cleaning up pollutants that have been released, preventing the
                  threat of  release,  or paying  the costs of such  clean up or
                  prevention; or

         (o)      making responsible  parties pay private parties,  or groups of
                  them, for damages done to their health or the environment,  or
                  permitting   self-appointed   representatives  of  the  public
                  interest to recover for injuries done to public assets.

         "ERISA"--the  Employee  Retirement  Income  Security  Act of  1974,  as
amended, and regulations and rules issued pursuant to that act.

         "Escrow Agreement" --as defined in the Agreement and Plan of
Reorganization.

         "Facility" -- as defined in Section 3.18.

         "GAAP"--generally accepted United States accounting principles, applied
on a basis  consistent  with the basis on which the Balance  Sheet and the other
financial statements referred to in Section 3.4 were prepared.

         "Hazardous  Materials"--any  waste or other  substance  that, as of the
date of this  Agreement,  is  listed,  defined,  designated,  or  classified  as
hazardous,  radioactive,  or  toxic or a  pollutant  or a  contaminant  under or
pursuant  to any  applicable  Environmental  Law,  including  petroleum  and all
derivatives   thereof  or  synthetic   substitutes   therefor  and  asbestos  or
asbestos-containing materials.

         "Occupational Safety and Health Law"--any law or regulation designed to
provide safe and healthy working  conditions and to reduce  occupational  safety
and health hazards,  and any program whose direct purpose is to provide safe and
healthful working conditions.

         "Operating  Agreement"--that  certain Operating Agreement dated May 16,
1997 between the Sellers and the Company.

         "Purchase Price"--as defined in Section 2.2 hereof.

         "Securities  Act"--the  Securities  Act of 1933,  as  amended,  and the
regulations  and rules  issued  pursuant  to that act,  as in effect on the date
hereof.

         "Sellers"--as defined in the first paragraph of this Agreement.

          "Membership Interest Purchase"--as defined in the Recitals hereto.

         "Subsidiary" or "Subsidiaries"--means any company, entity,  partnership
or  joint  venture  in which  the  Company  owns an  equity  or other  ownership
interest.

         "Units"--as defined in the Company's Operating Agreement.

         "Year 2000 Problem"--as defined in Section 3.21(c).


2.      SALE AND TRANSFER OF UNITS; CLOSING.

2.1              UNITS.

  Subject to the terms and conditions of this Agreement, at the Closing, each of
the Sellers will sell and transfer the Units, representing all of the Membership
Interests of the Company,  to TGI, and TGI will purchase the Units from Sellers,
free and clear of all liens, claims and encumbrances whatsoever.

2.2 PURCHASE PRICE.

The purchase price for the Units will be an amount equal to
one dollar ($1.00) (the "Purchase Price"),  to be paid at Closing.  In addition,
TGI will assume the indebtedness and obligations of the Company by virtue of the
acquisition of the Units.
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2.3              CLOSING.

  The  consummation  of the Membership  Interest  Purchase  provided for in this
Agreement  (the  "Closing")  will take place at the  offices  of Womble  Carlyle
Sandridge & Rice,  PLLC,  Suite 3500, One Atlantic  Center,  1201 West Peachtree
Street,  Atlanta,  Georgia 30309, at 10:00 a.m. (local time) on the later of (i)
July 31,  1999;  (ii) the  fifth  business  day  following  satisfaction  of the
conditions set forth in Sections 6.3, 7.4 and 7.6 hereof;  or (iii) at such time
and place as the parties may agree.

2.4              CLOSING OBLIGATIONS.  At the Closing:

(a)      Sellers will deliver to TGI:

(i)               certificates   representing  the  Units,   duly  endorsed  for
                  transfer  to  TGI  (or  accompanied  by  duly  executed  stock
                  powers), with signatures guaranteed by a commercial bank;

(ii)  consent  to  transfer  the  Units  as such is  required  by the  Company's
Operating Agreement;

(iii)  releases and  resignations  from the officers and managers of the Company
duly executed by such parties;

(iv) a certificate  executed by the Sellers  certifying to TGI that the Sellers'
representations  and  warranties in this Agreement were accurate in all respects
as of the date of this  Agreement  and are  accurate  in all  respects as of the
Closing Date as if made on the Closing Date; and

(v) a legal  opinion  satisfactory  to TGI  contemplated  by Section  9.3 of the
Company's operating agreement.

(b) TGI will deliver to Sellers:

(ii)                       the Purchase Price to the Sellers;

(iii)             a  certificate  executed  by TGI to the effect  that the TGI's
                  representations and warranties in this Agreement were accurate
                  in all  respects  as of the  date  of this  Agreement  and are
                  accurate in all  respects as of the Closing Date as if made on
                  the Closing Date.


3.      REPRESENTATIONS AND WARRANTIES OF SELLERS.

         The Sellers represent and warrant to TGI as follows:

3.1              ORGANIZATION AND GOOD STANDING.

(a) Part 3.1 of the  Company's  Disclosure  Letter  contains a statement  of the
Company's  jurisdiction of  organization,  a list of all other  jurisdictions in
which it is authorized to do business,  and its  capitalization  (including  the
identity of each Member or Interest owner and the number of Units held by each).
The Company is duly organized,  validly existing, and in good standing under the
laws of its  jurisdiction  of  organization,  with full power and  authority  to
conduct its business as it is now being conducted,  to own or use the properties
and assets that it purports  to own or use,  and to perform all its  obligations
under its  contracts.  The Company is duly qualified to do business as a foreign
limited  liability  company and is in good standing under the laws of each state
or other  jurisdiction  in which either the  ownership or use of the  properties
owned or used by it, or the nature of the activities  conducted by it,  requires
such  qualification,  except for those  jurisdictions where the failure to be so
qualified  will not have a  material  adverse  effect on the  Company or require
material expense to qualify due to failure of the Company to previously do so.

(b) Sellers have  delivered to TGI copies of the  Articles of  Organization  and
Operating Agreement of the Company, as currently in effect.

3.2              AUTHORITY; NO CONFLICT.

(a) This Agreement  constitutes the legal,  valid, and binding obligation of the
Sellers  enforceable  against each Seller in accordance with its terms. Upon the
execution  and delivery by the Sellers of the  Agreement  and Escrow  Agreement,
(collectively,   the  "Sellers'  Closing   Documents"),   the  Sellers'  Closing
---------------------------  Documents  will  constitute the legal,  valid,  and
binding obligations of each Seller,  enforceable against them in accordance with
their  respective  terms.  Each Seller and the  Company  have the  absolute  and
unrestricted  right,  power,  authority and capacity to execute and deliver this
Agreement and the Sellers'  Closing  Documents  and to perform their  respective
obligations under this Agreement and the Sellers' Closing Documents.
<PAGE>
(b) Except as set forth in Part 3.2 of the Company's Disclosure Letter,  neither
the execution and delivery of this Agreement nor the consummation or performance
of any of the Contemplated  Transactions  will,  directly or indirectly (with or
without notice or lapse of time): (i) contravene,  conflict with, or result in a
violation  of (A) any  provision of the  Articles of  Organization  or Operating
Agreement of the Company; or (B) any resolution adopted by the Manager(s) or the
Members of the Company;  or (C) any of the terms or requirements of, or give any
governmental body the right to revoke, withdraw,  suspend, cancel, terminate, or
modify,  any  permit  or  authorization  that  is held  by the  Company  or that
otherwise relates to the business of, or any of the assets owned or used by, the
Company;  or (D) any  provision  of, or give any  person  the right to declare a
default  or  exercise  any  remedy  under,  or to  accelerate  the  maturity  or
performance  of, or to cancel,  terminate,  or modify any  contract to which the
Company is bound; or

(ii) result in the imposition or creation of any lien, claim or encumbrance upon
or with respect to any of the assets owned or used by the Company. (c) Except as
set forth in Part 3.2 of the Company's Disclosure Letter, neither of the Sellers
nor the  Company  is or will be  required  to give any  notice to or obtain  any
consent from any person in  connection  with the  execution and delivery of this
Agreement  or the  consummation  or  performance  of  any  of  the  Contemplated
Transactions.

3.3              CAPITALIZATION.

  The Company has issued 100 Units to the  Members of the  Company,  ninety-nine
(99) of which  are  owned by David L.  Summitt  and one (1) of which is owned by
Jenny  Summitt.  Sellers are  currently and will be on the Closing Date the only
record and  beneficial  owners and  holders of the Units or any  Interest in the
Company including without limitation,  an Economic Interest owner (as such terms
are defined in the Company's Operating Agreement),  free and clear of all liens,
claims or  encumbrances,  and the Units were  acquired  by  Sellers  free of any
preemptive  rights or rights of first  refusal.  With the exception of the Units
(which  are  owned by  Sellers),  on the  Closing  Date  there  will be no other
outstanding  equity  securities or other securities or Interests of the Company.
The prior purported  transfer of the single Unit owned by Jenny Summitt to David
L. Summitt as of June 1, 1999 is of no force and effect and is void  pursuant to
Section 9.3 of the Company's  Operating Agreement and the Sellers' hereby affirm
that  the  transactions  contemplated  hereunder  do not  constitute  a void  or
voidable transaction in any event, including without limitation, pursuant to the
Company's  Operating  Agreement.  No legend or other  reference to any purported
encumbrance  appears upon any certificate  representing equity securities of the
Company,  including,  without  limitation,  any options,  warrants,  convertible
securities  or other  rights or  agreements  to acquire  any  securities  of the
Company.  All of the outstanding  equity  securities or Interests of the Company
have  been  duly   authorized   and  validly  issued  and  are  fully  paid  and
nonassessable.  As of the Closing Date,  there will be no contracts  relating to
the issuance,  sale or transfer of any equity  securities or other securities or
Interests of the Company.  None of the  outstanding  equity  securities or other
securities or Interests of the Company was issued in violation of the Securities
Act or any other law or regulation.  The Company does not own any  Subsidiaries,
nor does it own or have any contract to acquire,  any equity securities or other
securities of any person or any direct or indirect equity or ownership  interest
in any other  business,  except for the Company's  stock in Compaq,  which stock
shall be sold prior to the date of Closing.

3.4              FINANCIAL STATEMENTS.

  Sellers have delivered to TGI: (a) audited balance sheets of the Company as at
its fiscal year end for the year 1998,  and the related  audited  statements  of
income,  changes in  members'  equity,  and cash flow for the  fiscal  year then
ended, and (b) unaudited balance sheets of the Company as at its fiscal year end
for the years 1995,  1996 and 1997,  and the  related  unaudited  statements  of
income,  changes in  owner's  equity,  and cash flow for the  fiscal  years then
ended,  and (c) the  unaudited  balance sheet of the Company as at June 30, 1999
(the "Balance  Sheet") and income  statements  for the six (6) month period then
ended.  Such  financial  statements  and the notes thereto fairly present in all
material respects the financial condition and the results of operations, changes
in members'  equity and cash flow of the Company at the respective  dates of and
for the periods referred to in such financial statements, all in accordance with
GAAP  (except with  respect to  unaudited  statements  as indicated in the notes
thereto,  consistently  applied  throughout the periods 1992 through 1997,  with
changes in accounting  methods for depreciation in fiscal 1997 and salvage value
in fiscal 1998 as indicated in the notes  thereto,  and subject,  in the case of
the interim statements, to normal year-end adjustments.
<PAGE>
3.5              BOOKS AND RECORDS.

  The books of account,  minute books,  capital account ledger and other records
of the Company,  all of which have been made  available to TGI, are complete and
correct and have been  maintained in all material  respects in  accordance  with
applicable  law. The minute books of the Company  contain  accurate and complete
records of all  meetings of, and company  actions  taken by, the members and the
manager(s)  of the  Company,  and  no  formal  meeting  of any  such  member  or
manager(s)  has been held for which  minutes have not been  prepared and are not
contained in such minute books. The prior purported  transfer of the single Unit
owned by Jenny Summitt to David L. Summitt as of June 1, 1999 is of no force and
effect and is void pursuant to Section 9.3 of the Company's  Operating Agreement
and the Sellers hereby affirm that the  transactions  contemplated  hereunder do
not constitute a void or voidable  transaction in any event,  including  without
limitation, pursuant to the Company's Operating Agreement.

3.6              TITLE TO PROPERTIES; ENCUMBRANCES.

  Part 3.6 of the Company's  Disclosure  Letter contains a complete and accurate
list of all material items of personal property owned by the Company. Except for
liens set forth on Part 3.6, or as otherwise reflected on the Balance Sheet, the
Company owns good and  marketable  title to the properties and assets located in
the  facilities  owned or operated by the Company or  reflected  as owned in the
books and records of the Company,  including  all of the  properties  and assets
reflected in the Balance Sheet,  and all of the properties and assets  purchased
or otherwise  acquired by the Company since the date of the Balance  Sheet.  All
material properties and assets reflected in the Balance Sheet are owned free and
clear of all liens, claims or encumbrances,  except all security interests shown
on the Balance Sheet as securing  specified  liabilities  or  obligations,  with
respect  to which no default  (or event  that,  with  notice or lapse of time or
both, would  constitute a default)  exists,  and as set forth on Part 3.6 of the
Company's Disclosure Letter.

3.7              CONDITION AND SUFFICIENCY OF ASSETS.

  The buildings, plants, structures,  equipment and other assets owned or leased
by the Company are  structurally  sound,  are in good  operating  condition  and
repair  (normal wear and tear  excepted)  and are adequate for the uses to which
they are being put, have been  maintained in the ordinary  course and are not in
need of  extraordinary  repairs.  In Sellers'  judgment,  the building,  plants,
structures,  equipment,  and other  assets  owned or leased by the  Company  are
sufficient  for the  continued  conduct of the  Company's  businesses  after the
Closing in substantially the same manner as conducted prior to the Closing.

3.8              ACCOUNTS RECEIVABLE.

  All accounts  receivable  of the Company as of the Closing  Date  represent or
will represent  valid  obligations  arising from sales actually made or services
actually performed in the ordinary course of business.  Unless paid prior to the
Closing  Date,  the  accounts  receivable  are or will be as of the Closing Date
current and at least 95%  collectible;  however,  no reserve is reflected on the
Balance  Sheet.  To the best of the  Sellers'  knowledge,  there is no  contest,
claim,  or right of set-off  relating to the amount or validity of such accounts
receivable.  The parties  agree that in the event the  Sellers  are  required to
reimburse TGI or the Company for an  uncollected  receivable  due to a breach of
this  representation  and warranty,  the amount of such  receivable  paid by the
Sellers will be assigned to the Sellers for collection and receipt.

3.9              NO UNDISCLOSED LIABILITIES.

  The  Company  has no  liabilities  or  obligations  of any  nature  except for
liabilities  or obligations  reflected or reserved  against in the Balance Sheet
and nonmaterial current liabilities  incurred in the ordinary course of business
since the date thereof.

3.10             TAXES.

(a) To the best of the Company's  knowledge,  the Company has filed or caused to
be filed on a timely basis all tax returns that are or were required to be filed
by or with respect to it. The Company has paid or made provision for the payment
of, all taxes that have or may have  become  due,  as  reflected  on the returns
filed by the Company,  for all periods prior to and through Closing. To the best
of the  Company's  knowledge,  all tax  returns  filed by the  Company are true,
correct and complete in all material  respects.  All  references in this Section
3.10 to "taxes" and "tax returns"  shall include all federal,  state,  local and
foreign  taxes  required  to be paid and tax  returns,  reports  and  statements
required to be filed by the Company.
<PAGE>
(b) No United  States,  federal or state income,  sales,  use, fuel or other tax
returns  of the  Company  have been  audited  by the IRS or  relevant  state tax
authorities during the past seven years. Neither of the Sellers nor the Company,
have given or been  requested to give waivers or  extensions  (or is or would be
subject to a waiver or  extension  given by any other  person) of any statute of
limitations  relating to the payment of taxes of the  Company.  (c) The charges,
accruals,  and  reserves  with  respect to taxes on the books of the Company are
adequate  (determined  in  accordance  with GAAP) and are at least  equal to the
Company's  liability  for taxes.  The  Company  has not  received  notice of any
proposed tax  assessment  against the Company.  (d) Proper and accurate  amounts
have been  withheld by Company from its  employees  for all periods  through the
Closing  Date in  compliance  with the tax,  social  security  and  unemployment
withholding  provisions of applicable federal,  state, local and foreign law and
such  withholdings  due and  payable  have been  timely  paid to the  respective
governmental agencies. The Company has not executed or filed with the IRS or any
other  governmental  authority any  agreement or other  document  extending,  or
having the effect of extending  the period for  assessment  or collection of any
taxes.

3.11 NO MATERIAL ADVERSE CHANGE.

  With the exception of matters  disclosed in the Balance Sheet,  since December
31,  1998,  there has not been any  material  adverse  change  in the  business,
operations,  properties, prospects, assets, or condition of the Company, and, to
the Company's knowledge, no event has occurred or circumstance exists that could
reasonably be expected to result in such a material adverse change.

3.12             EMPLOYEE BENEFITS.

  Part 3.12 of the Company's  Disclosure  Letter contains a list of all pension,
retirement, disability, medical, dental or other health plans, life insurance or
other death benefit plans,  profit sharing,  deferred  compensation  agreements,
stock, option, bonus or other incentive plans, vacation,  sick, holiday or other
paid leave  plans,  severance  plans or other  similar  employee  benefit  plans
maintained by the Company (the  "Plans"),  including,  without  limitation,  all
"employee benefit plans" as defined in Section 3(3) of ERISA. Except for 401-(k)
contributions for the current month that are paid monthly by the Company but are
not accrued on the Balance Sheet,  all  contributions  due from the Company with
respect to any of the Plans have been made or accrued on the Balance Sheet,  and
no further  contributions  will be due or will have accrued thereunder as of the
Closing.  Each of the Plans,  and its operation and  administration,  is, in all
material respects, in compliance with all applicable,  federal, state, local and
other governmental laws and ordinances, orders, rules and regulations, including
the requirements of ERISA and the Internal Revenue Code. All such Plans that are
"employee pension benefit plans" (as defined in Section 3(2) of ERISA) which are
intended to qualify  under I.R.C.  Section  401(a)(8)  have  received  favorable
determination letters that such plans satisfy all qualification requirements. In
addition,   the  Company  has  not  been  a  participant   in  any   "prohibited
transaction,"  within the  meaning of Section 406 of ERISA,  with  respect to an
employee  pension  benefit  plan (as defined in Section 3(2) of ERISA) which the
Company  sponsors  as  employer  or in  which  the  Company  participates  as an
employer,  which was not  otherwise  exempt  pursuant  to  Section  408 of ERISA
(including any individual  exemption  granted under Section 408(a) of ERISA), or
which could reasonably be expected to result in an excise tax.

3.13             COMPLIANCE.

(a) The Company is and has  conducted  its business and the ownership and use of
its assets in substantial  compliance  with all applicable  laws  throughout the
period of all applicable statutes of limitation.
(b) Part  3.13 of the  Company's  Disclosure  Letter  contains  a  complete  and
accurate list of each permit or governmental  consent or  authorization  that is
held by the Company or that  otherwise  relates to the business of, or to any of
the  assets  owned or used by, the  Company.  Each such  permit or  governmental
consent or  authorization  is valid and in full force and effect and constitutes
all of the  governmental  authorizations  necessary  to permit  the  Company  to
lawfully conduct and operate its business in the manner currently conducted.

3.14             LITIGATION.

(a) There is no pending or to the knowledge of the Sellers,  threatened  action,
claim, arbitration, audit, hearing,  investigation,  litigation or suit (whether
civil, criminal,  administrative,  investigative, or informal) by or against the
Company or that relates to or may  materially  affect the business of, or any of
the assets owned or used by, the Company;  or that challenges,  or that may have
the effect of  preventing,  delaying,  making  illegal or enjoining,  any of the
Contemplated  Transactions.  The Company has not received  notice of any vehicle
accident  involving any employees,  contractors or vehicles of the Company which
could  reasonably be expected to result in a claim or action against the Company
and which is not set forth on Part 3.14 of the Company's Disclosure Letter.
<PAGE>
(b) There is no order or court  decision to which the Company,  either  Sellers,
any manager or officer of the Company, or any of the assets owned or used by the
Company, is subject.

3.15             ABSENCE OF CHANGES.

  Except as set forth in Part 3.15 of the  Company's  Disclosure  Letter,  since
December 31, 1998 (except as  disclosed in the Balance  Sheet),  the Company has
conducted its business only in the ordinary course and there has not been any:

(a) change in its  ownership  including  Units;  grant of any option or right to
purchase  Units or any  ownership  interest  of  whatever  kind of the  Company;
issuance of any security  convertible  into Units or any  ownership  interest of
whatever  kind;  grant of any purchase,  redemption,  or any  acquisition by the
Company of any  Units;  or  declaration  or  payment  of any  dividend  or other
distribution  or payment in respect of the Units or any  ownership  interest  of
whatever kind;

(b)  amendment to the  Articles of  Organization  or Operating  Agreement of the
Company ; (c) payment or increase  by the  Company of any  bonuses,  salaries or
other compensation to any member, Interest holder, manager,  officer or employee
(except normal raises in the ordinary  course of business  consistent  with past
practices),  or entry into any employment,  severance,  or similar contract with
any manager,  member,  officer or employee;  (d) adoption of, or increase in the
payments to or benefits under, any profit sharing, bonus, deferred compensation,
savings,  insurance,  pension,  retirement or other employee benefit plan for or
with any employees of the Company; (e) material damage to or destruction or loss
of any  material  asset or  property of the  Company,  whether or not covered by
insurance;  (f) entry into,  termination of, or receipt of notice of termination
of any  material  contract  or any  contract  or  transaction  involving a total
remaining  commitment by or to the Company of at least $25,000; (g) sale, lease,
or other  disposition  of any  Purchased  Assets of the  Company,  or  mortgage,
pledge,  or imposition of any lien or other encumbrance on any material asset or
property of the Company;  (h) material change in the accounting  methods used by
the Company; or (i) agreement, whether oral or written, by the Company to do any
of the foregoing.

3.16             CONTRACTS; NO DEFAULTS.

(a)      Part 3.16 of the Company's  Disclosure  Letter  contains a complete and
         accurate  list,  and Sellers  have  delivered  to TGI true and complete
         copies, of:

(i)               each  contract  that  involves   performance  of  services  or
                  delivery  of goods or  materials  by or to the  Company  of an
                  amount or value in excess of $25,000 in the aggregate or which
                  is not  terminable by the Company  without  penalty or premium
                  upon 60 days' or less notice;

(ii) each lease, license, installment and conditional sales agreement, and other
contract  affecting  the  ownership  of,  leasing  of,  title to, use of, or any
leasehold  or other  interest  in,  any real or  personal  property;  (iii) each
agreement  evidencing  or relating to any  indebtedness  or capital lease of the
Company;  (iv) each joint venture,  partnership,  and other contract involving a
sharing of profits,  losses, costs, or liabilities by the Company with any other
person;  (v) each  contract  containing  covenants  that purport to restrict the
business activity of the Company;  (vi) each power of attorney that is currently
effective and outstanding;  and (vii) each written  warranty,  guaranty,  and or
other  similar  undertaking  by the Company.  (b) Each  contract  identified  or
required to be identified in Part 3.16 of the Company's  Disclosure Letter is in
full force and effect and is valid and enforceable in accordance with its terms.
The Company is, and at all times has been, in compliance with all material terms
and  requirements  of each  contract.  Each third party to any contract with the
Company is, and at all times has been, in compliance with all material terms and
requirements  of such  contract.  The Company has not given nor received  notice
from any other person  regarding  any actual,  alleged,  possible,  or potential
violation or breach of, or default under, any contract,  and no default or event
of default has occurred thereunder.

3.17             INSURANCE.

(a)      Set forth on Part 3.17(a) of the Company's  Disclosure Letter is a true
         and complete list and  description  of all insurance  policies to which
         the  Company  is a party  or under  which  the  Company  is or has been
         covered at any time  within the three (3) years  preceding  the date of
         this Agreement, and all pending applications for policies of insurance,
         including the premium paid,  coverage  amounts,  deductible,  and risks
         insured.
<PAGE>
(b) All  policies  to which the Company is a party or that  provide  coverage to
either Sellers, the Company, or any manager,  director or officer of the Company
(i) are valid, outstanding, and enforceable;  (ii) are issued by an insurer that
is financially  sound and  reputable;  (iii) in the Sellers'  judgment,  provide
adequate insurance coverage for the assets and the operations of the Company for
all risks  normally  insured  against  in the  Company's  industry;  (iv) may be
continued  in  full  force  and  effect   following  the   consummation  of  the
Contemplated  Transactions;  and (v) except as set forth in Part  3.17(b) of the
Company's  Disclosure  Letter,  do not  provide  for any  retrospective  premium
adjustment or other experienced-based  liability on the part of the Company. (c)
Except as set forth on Part 3.17(c), neither of the Sellers nor the Company have
received  (i) any  refusal  of  coverage  or any notice  that a defense  will be
afforded with  reservation of rights,  or (ii) any notice of cancellation or any
other  indication that any insurance policy is no longer in full force or effect
or will not be renewed  or that the issuer of any policy is not  willing or able
to perform its  obligations  thereunder.  (d) The Company has paid all  premiums
due, and has otherwise  performed all of its  obligations,  under each policy to
which it is a party or that  provides  coverage  to it.  The  Company  has given
notice to the  insurer of all known  claims that may be insured  thereby.

3.18 ENVIRONMENTAL MATTERS.

(a) The Company is, and at all times has been, in material  compliance with, and
has  not  been  and is not  currently  in  violation  of or  liable  under,  any
applicable  Environmental  Law.  All real  property  owned,  leased or otherwise
operated by the Company  (each,  a  "Facility")  is free of  contamination  from
-------- any Hazardous Material which may result in material liability under any
Environmental  Law. Sellers have no reasonable basis to expect, nor have Sellers
or the  Company  received,  any actual or  threatened  order,  notice,  or other
communication  from (i) any governmental  body or private  citizen,  or (ii) the
current or prior  owner or  operator  of any  facilities  owned or leased by the
Company , of any actual or  potential  violation  or failure to comply  with any
Environmental Law. To the best of the Company's  knowledge,  neither Company has
caused or suffered to occur any release, spill, migration,  leakage,  discharge,
spillage,  uncontrolled loss, seepage, or filtration of Hazardous Material at or
from any Facility.

(b) All above or underground storage tanks,  landfills,  land deposits, or dumps
present  on or at any  Facility  or, to the  knowledge  of the  Sellers,  at any
adjoining  property,  or incorporated  into any structure therein or thereon are
listed  on the  Phase I  Environmental  Audits  referenced  on Part  3.18 of the
Company's  Disclosure  Letter and are to the best of the Company's  knowledge in
full  compliance  with all  Environmental  Laws. The Company has not transported
Hazardous  Materials except in the ordinary course of its business in compliance
with  applicable law. (c) Sellers have delivered to TGI true and complete copies
and results of any reports, studies, analyses, tests, or monitoring possessed or
initiated  by each of the  Sellers  or,  the  Company  pertaining  to  Hazardous
Materials in, on, or under the facilities owned or leased by the Company.

3.19 EMPLOYEES; INDEPENDENT CONTRACTORS.

(a)      Part 3.19 of the Company's  Disclosure  Letter  contains a complete and
         accurate list of (i) each manager, employee or director of the Company,
         including  each employee on leave of absence or layoff  status,  his or
         her job title,  and  current  compensation;  and (ii) each  independent
         contractor of the Company,  the type of services he or she provides and
         his current compensation.

(b) To the Company's  knowledge,  no employee nor independent  contractor of the
Company is a party to, or is otherwise  bound by, any agreement or  arrangement,
including any  confidentiality,  noncompetition or proprietary rights agreement,
between such employee and any other person that in any way adversely  affects or
will  affect  (i) the  performance  of his  duties to the  Company,  or (ii) the
ability of the  Company to  conduct  its  business.  (c) All  persons  rendering
services to the Company have been properly  characterized  and treated as either
employees or independent  contractors,  and the Company has not received  notice
of, nor do Sellers reasonably believe that, such treatment will be challenged by
the IRS or otherwise.
<PAGE>
3.20 LABOR RELATIONS; COMPLIANCE.

(a) The Company has not been nor is it now a party to any collective  bargaining
or other labor contract.  There is not presently pending or existing, and to the
Company's  knowledge  there  is  not  threatened,   (a)  any  strike,  slowdown,
picketing,  work stoppage,  or employee  grievance  process,  (b) any proceeding
against or  affecting  the  Company  relating to the  alleged  violation  of any
applicable law pertaining to labor  relations or employment  matters,  including
any charge or complaint  filed by an employee or union with the  National  Labor
Relations Board, the Equal Employment Opportunity Commission,  or any comparable
governmental body, organizational activity, or other labor or employment dispute
against or affecting the Company,  or (c) any application for certification of a
collective  bargaining  agent.  There  is no  lockout  of any  employees  by the
Company,  and no such action is  contemplated  by the  Company.  The Company has
substantially  complied  in all  respects  with  applicable  legal  requirements
relating  to  employment,   equal  employment  opportunity,   nondiscrimination,
immigration,  wages,  hours,  benefits,  collective  bargaining,  the payment of
social  security and similar taxes,  occupational  safety and health,  and plant
closing.

(b) The Company is, and at all times has been, in compliance  with,  and has not
been and is not in violation of or liable  under,  any  applicable  Occupational
Safety and Health Law. Sellers have no basis to expect,  nor have Sellers or the
Company received, any actual or threatened order, notice, or other communication
from any person of any actual or  potential  violation or failure to comply with
any Occupational Safety and Health Law.

3.21             INTELLECTUAL PROPERTY.

(a)               Intellectual Property Assets.  The term "Intellectual
Property Assets" includes:

(i)               the Company's name, all fictional business names, trade names,
                  registered and  unregistered  trademarks,  service marks,  and
                  applications;

(ii) all patents,  patent  applications,  inventions and discoveries that may be
patentable;

(iii) all copyrights in both published works and unpublished works; and (iv) all
know-how,  trade secrets,  confidential  information,  customer lists, software,
technical information, data, process technology, plans, drawings and blue prints
owned,  used, or licensed by the Company.  (b) The Intellectual  Property Assets
[other than items listed under  subsection  3.21(a)(iv)] are listed on Part 3.21
of the Disclosure  Letter. The Company owns all right, title and interest in and
to each of the  Intellectual  Property  Assets,  free and  clear  of all  liens,
security interests,  charges,  encumbrances,  equities and other adverse claims,
and  has  the  right  to  use  without  payment  to a  third  party  all  of the
Intellectual Property Assets except as listed on Part 3.21.

(c)  All of  the  computer  software,  computer  hardware,  other  computer  and
microprocessor-based  equipment and all other  equipment which performs or is or
may be required  to perform  functions  involving  dates or the  computation  of
dates, or containing date related data, owned,  licensed, or used by the Company
which are material to the  operations of the Company or would  require  material
expense to repair or replace  (collectively  the  "Computer  Devices")  will not
suffer a Year 2000 Problem (as defined below).  For the purposes of this Section
3.21(c), "Year 2000 Problem" shall mean any failure of a Computer Device to: (a)
store all  date-related  information and process all data  interfaces  involving
dates in a manner that unambiguously identifies the century, for all date values
before,  during or after  January  1,  2000;  (b)  calculate,  sort,  report and
otherwise  materially  operate  correctly and in a consistent manner and without
interruption  regardless  whether  the  date on which  the  Computer  Device  is
operated or executed is before,  during or after January 1, 2000; (c) report and
display all dates with a  four-digit  date so that the century is  unambiguously
identified; and (d) handle all leap years, including but not limited to the year
2000 leap year, correctly.
<PAGE>
3.22 RELATIONSHIPS WITH RELATED PERSONS.

  Except as set forth on Part 3.22 of the Company's  Disclosure Letter,  neither
of the Sellers nor any related  person or  affiliate of either of the Sellers or
of the  Company  have,  or has had,  any  interest in any  property  used in the
Company's business. Except as set forth on Part 3.22 of the Company's Disclosure
Letter,  neither of the Sellers nor any related person or affiliate of either of
the  Sellers or of the  Company is, or has owned,  directly  or  indirectly,  an
equity interest or any other financial or profit interest in, an entity that has
(i) had business  dealings or a material  financial  interest in any transaction
with the Company;  or (ii) engaged in competition  with the Company with respect
to any line of the products or services of the  Company.  Neither of the Sellers
nor any related  person or  affiliate of either of the Sellers or of the Company
is a party to any contract with the Company.  All transactions or agreements set
forth on Part 3.22 of the Company's  Disclosure  Letter are on arms length terms
no less favorable to the Company than independently obtained.

3.23             BROKERS OR FINDERS.

  Neither the Company,  Sellers nor their  respective  agents have  incurred any
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or  agents'  commissions  or other  similar  payment  in  connection  with  this
Agreement.

3.24             DISCLOSURE.

  No representation or warranty of Sellers in this Agreement and no statement in
the Company's Disclosure Letter omits to state a material fact necessary to make
the statements  herein or therein,  in light of the  circumstances in which they
were made, not  misleading.  There is no fact known to Sellers that has specific
application  to any Seller,  or the  Company  (other  than  general  economic or
industry  conditions) and that materially adversely affects or, as far as either
Seller can  reasonably  foresee,  materially  threatens,  the assets,  business,
prospects, financial condition, or results of operations of the Company that has
not been set forth in this Agreement or the Disclosure Letter.

3.25             TAX REPRESENTATIONS.

  The  liabilities  of the Company were  incurred by the Company in the ordinary
course of business.  Through the Closing Date, the Company will not  discontinue
any of its  historic  businesses  nor has it  discontinued  any of its  historic
businesses  within the period  beginning twelve months prior to the date hereof.
The Company and the Sellers will each pay their own expenses in connection  with
the Membership Interest Purchase.


4.      REPRESENTATIONS AND WARRANTIES OF TGI

         TGI represents and warrants to Sellers as follows:

4.1              ORGANIZATION AND GOOD STANDING.

  TGI is a corporation duly organized,  validly  existing,  and in good standing
under the laws of the State of Florida.

4.2              AUTHORITY; NO CONFLICT.
(a)      This Agreement  constitutes the legal,  valid and binding obligation of
         TGI, enforceable against TGI in accordance with its terms.

(b)  Neither  the  execution  and  delivery  of  this  Agreement  by TGI nor the
consummation or performance of any of the Contemplated  Transactions by TGI will
give any person the right to prevent,  delay or otherwise  interfere with any of
the Contemplated  Transactions  pursuant to: (i) any provision of TGI's Articles
of Incorporation or Bylaws;

(ii) any  resolution  adopted by the board of directors or the  stockholders  of
TGI; (iii) any legal  requirement or order to which TGI may be subject;  or (iv)
any contract to which TGI is a party or by which TGI may be bound.

(c)      TGI will not be  required  to obtain  any  consent  from any  person in
         connection  with the  execution  and delivery of this  Agreement or the
         consummation  or performance of any of the  Contemplated  Transactions,
         except as set forth on Schedule 4.2 hereto.

4.3              CERTAIN PROCEEDINGS.

  There  is no  pending  proceeding  that has been  commenced  against  TGI that
challenges,  or may have the effect of preventing,  delaying, making illegal, or
otherwise enjoining, any of the Contemplated Transactions.
<PAGE>
5.      COVENANTS

5.1  ACCESS  AND  INVESTIGATION.

Between  the date of this  Agreement  and the
Closing Date, Sellers will, and will cause the Company,  and its representatives
to, (a) afford TGI and its  representatives  and  prospective  lenders and their
representatives (collectively, "TGI's Advisors") reasonable access during normal
business  hours to the Company's  personnel,  properties,  contracts,  books and
records,  and other  documents and data, (b) furnish TGI and TGI's Advisors with
copies of all such contracts,  books and records,  and other existing  documents
and data as TGI may reasonably  request,  and (c) furnish TGI and TGI's Advisors
with such additional financial, operating, and other data and information as TGI
may reasonably request.


5.2              OPERATION OF THE BUSINESS OF THE COMPANY.

  Between the date of this  Agreement  and the Closing Date,  Sellers will,  and
will cause the Company to: (a) conduct its business only in the ordinary course;
and  (b)  use  its  best  efforts  to  preserve  intact  the  current   business
organization  of the  Company  and keep  available  the  services of its current
officers,  employees,  and agents, and maintain the relations and good will with
its suppliers,  customers,  landlords,  creditors, employees, agents, and others
having business relationships with the Company.

5.3              NEGATIVE COVENANT.

  Except as otherwise expressly permitted by this Agreement, between the date of
this  Agreement  and the  Closing  Date,  Sellers  will not,  and will cause the
Company not to, without the prior written  consent of TGI, take any  affirmative
action, or fail to take any reasonable action within their or its control,  as a
result of which any of the changes or events listed in Section 3.15 is likely to
occur.

5.4              NOTIFICATION.

(a)      Between the date of this Agreement and the Closing Date, the Company or
         Sellers  will  promptly  notify TGI in writing if the Company or either
         Seller   becomes  aware  of  any  fact  or  condition  that  causes  or
         constitutes a breach of the Company's or Sellers'  representations  and
         warranties as of the date of this Agreement, or if either Seller or the
         Company  becomes  aware  of the  occurrence  after  the  date  of  this
         Agreement  of any fact or  condition  that would cause or  constitute a
         breach of any such  representation or warranty had such  representation
         or warranty been made as of the time of occurrence or discovery of such
         fact or condition.

(b) Between the date of this  Agreement and the Closing Date,  TGI will promptly
notify the Company in writing if TGI becomes aware of any fact or condition that
causes or constitutes a breach of any of TGI's representations and warranties as
of the date of this Agreement,  or if TGI becomes aware of the occurrence  after
the  date of this  Agreement  of any  fact or  condition  that  would  cause  or
constitute   a  breach  of  any  such   representation   or  warranty  had  such
representation  or warranty  been made as of the time of occurrence or discovery
of such fact or condition.

5.5              PAYMENT OF INDEBTEDNESS/RELATED PARTY TRANSACTIONS.

  Except as expressly  provided on Schedule  5.5 hereto,  Sellers will cause all
indebtedness  owed to the Company by either of the Sellers or any related person
of either Seller,  including without  limitations the officer receivable owed by
David L.  Summitt in the amount of  $191,456.12,  to be paid in full at Closing.
Each Seller  agrees that,  the Company  shall have no obligation to continue any
arrangement  with  any  affiliate  of  Sellers  set  forth  on Part  3.22 of the
Company's  Disclosure  Letter or to  continue  to  include  any such  parties as
additional insureds on the Company's insurance policies.

5.6              NO NEGOTIATION.

  Until such time, if any, as this  Agreement is terminated  pursuant to Section
8, Sellers will not, and will cause the Company and its  representatives not to,
directly  or  indirectly  solicit,  initiate,  or  encourage  any  inquiries  or
proposals from,  discuss or negotiate with,  provide any non-public  information
to, or consider the merits of any  unsolicited  inquiries or proposals from, any
person  (other than TGI) relating to any  transaction  involving the sale of the
business or assets of the Company,  or any of the capital  stock of the Company,
or  any  stock  purchase,   consolidation,   business  combination,  or  similar
transaction involving the Company.
<PAGE>
5.7              BEST EFFORTS.

  Between the date of this  Agreement and the Closing Date,  each of the Sellers
will use  their  best  efforts  to  cause  the  conditions  in  Section  6 to be
satisfied,  and TGI will use its best efforts to cause the conditions in Section
7 to be satisfied.

5.8              HOUSE SALE.

  Prior to the  Closing,  the  Company  will  sell  through  Quitclaim  Deed the
residence  located at 8412 Plum Valley Drive,  Sellersburg,  Indiana to David L.
Summitt for an amount equal to $113,564.56,  which Seller represents is the fair
value thereof.


6.      CONDITIONS PRECEDENT TO TGI'S OBLIGATION TO CLOSE

         TGI's obligation to consummate the Membership  Interest Purchase and to
take the other actions  required to be taken by TGI at the Closing is subject to
the  satisfaction,  at or  prior  to the  Closing,  of  each  of  the  following
conditions (any of which may be waived by TGI, in whole or in part):

6.1              ACCURACY OF REPRESENTATIONS.

  All of Sellers'  representations  and  warranties in this  Agreement must have
been accurate in all material  respects as of the date of this  Agreement and as
of the Closing Date as if made on the Closing Date.

6.2              SELLERS' PERFORMANCE.

  All of the covenants and obligations  that the Company and each of the Sellers
are required to perform or to comply with pursuant to this Agreement at or prior
to the Closing must have been duly performed and complied with in all respects.

6.3              CONSENTS.

  Each of the consents identified in Part 3.2 of the Company's Disclosure Letter
hereto must have been obtained and must be in full force and effect.

6.4              ADDITIONAL DOCUMENTS.

  Each of the following documents must have been delivered to TGI:

(a) an opinion of counsel to the  Company  and the  Sellers,  dated the  Closing
Date, in form acceptable to TGI; and

(b) such other  documents  as TGI may  reasonably  request  (i)  evidencing  the
accuracy of any of Sellers' representations and warranties;  (ii) evidencing the
performance  by either Seller of, or the  compliance by either Seller with,  any
covenant  or  obligation  required  to be  performed  or  complied  with by such
Sellers;  (iii) evidencing the satisfaction of any condition referred to in this
Section 6; or (iv) otherwise facilitating the consummation or performance of any
of the Contemplated Transactions. 26.5 NO PROCEEDINGS.

  Since  the date of this  Agreement,  there  must not have  been  commenced  or
threatened  against TGI,  either Seller,  or the Company , or against any person
affiliated with TGI, either Seller, or the Company, any proceeding (a) involving
any challenge to, or seeking damages or other relief in connection  with, any of
the Contemplated Transactions,  or (b) that could reasonably be expected to have
the effect of preventing,  delaying or making illegal,  any of the  Contemplated
Transactions.

6.6              NO CLAIM REGARDING OWNERSHIP OR SALE PROCEEDS.

   Since the date of this Agreement, there must not have been made or threatened
by any  person  any claim  asserting  that such  person (a) is the holder or the
beneficial  owner  of,  or has the  right to  acquire  or to  obtain  beneficial
ownership of, any Units, Membership Interest, Interests of, or any other voting,
equity, or ownership interest in, the Company,  or (b) is entitled to all or any
portion of the consideration being paid hereunder.

6.7              SATISFACTORY DUE DILIGENCE.

  TGI shall have completed its investigation of the Company's  assets,  business
and financial  condition and shall be satisfied with the results  thereof in its
sole discretion.
<PAGE>
6.8              ACQUISITION OF BESTWAY TRUCKING, INC.

  Simultaneously herewith, TGI and David Summitt have entered into the Agreement
and Plan of  Reorganization  providing for the  acquisition by TGI of all of the
outstanding stock of Bestway Trucking, Inc., a Stock Purchase Agreement pursuant
to which TGI will acquire all of the stock of DLS Leasing, Inc. and an Agreement
for the Sale of Assets  pursuant to which Bestway  Trucking,  Inc. will purchase
certain  assets of DLS Leasing,  Inc. All of the  conditions  precedent to TGI's
obligation to close such transaction shall have been satisfied as of the Closing
Date.


7.      CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE

         The Sellers'  obligation to consummate the Membership Interest Purchase
and to take the other actions required to be taken by the Company or the Sellers
at the Closing is subject to the  satisfaction,  at or prior to the Closing,  of
each of the following  conditions (any of which may be waived by the Sellers, in
whole or in part):

7.1              ACCURACY OF REPRESENTATIONS.

  All of TGI's  representations  and warranties in this Agreement must have been
accurate in all material  respects as of the date of this  Agreement and must be
accurate in all respects as of the Closing Date as if made on the Closing Date.

7.2              TGI'S PERFORMANCE.

  All of the  covenants  and  obligations  that TGI is required to perform or to
comply with pursuant to this Agreement at or prior to the Closing must have been
performed and complied with in all respects.

7.3              NO PROCEEDINGS.

  Since  the date of this  Agreement,  there  must not have  been  commenced  or
threatened  against TGI,  either  Sellers,  the  Company,  or against any person
affiliated  with  TGI,  either  Sellers,  or the  Company,  any  proceeding  (a)
involving  any  challenge  to, or seeking  damages or other relief in connection
with, any of the Contemplated  Transactions,  or (b) that may have the effect of
preventing, delaying, or making illegal, any of the Contemplated Transactions.

7.4              CONSENTS.

  Each of the consents identified in Schedule 4.2 hereto must have been obtained
and be in full force and effect.

7.5              PURCHASE OF BESTWAY TRUCKING, INC.

  Simultaneously herewith, TGI and David Summitt have entered into the Agreement
and Plan of  Reorganization  providing for the  acquisition by TGI of all of the
outstanding stock of Bestway Trucking, Inc., a Stock Purchase Agreement pursuant
to which TGI will acquire all of the stock of DLS Leasing, Inc. and an Agreement
for the Sale of Assets  pursuant to which Bestway  Trucking,  Inc. will purchase
certain  assets of DLS Leasing,  Inc. All of the  conditions  precedent to David
Summit's  obligation to close such  transaction  shall have been satisfied as of
the Closing Date.

7.6              PERSONAL GUARANTEES RELEASE.

  The  personal  guarantees  provided by David L.  Summitt to a third party with
respect to any debt or obligation of the Company shall have been released  prior
to Closing.

8.      TERMINATION

8.1     TERMINATION EVENTS.

  This Agreement may, by notice given prior to or at the Closing, be terminated:

(a)      by either TGI or the Sellers if a material  breach of any  provision of
         this  Agreement  has been  committed by the other party and such breach
         has not been waived;
(b)      by:

(i)               TGI if any  of  the  conditions  in  Section  6 has  not  been
                  satisfied as of the Closing Date or if  satisfaction of such a
                  condition  is or becomes  impossible  (other than  through the
                  failure  of TGI to  comply  with its  obligations  under  this
                  Agreement)  and TGI has not waived such condition on or before
                  the Closing Date; or
<PAGE>
(ii) Sellers,  if any of the  conditions in Section 7 has not been  satisfied of
the Closing Date or if satisfaction of such a condition is or becomes impossible
(other than  through  the  failure of Sellers to comply  with their  obligations
under this  Agreement)  and Sellers have not waived such  condition on or before
the Closing Date; (c) by mutual consent of TGI and Sellers; or

(d) by either TGI or Sellers if the Closing has not occurred (other than through
the failure of any party  seeking to  terminate  this  Agreement to comply fully
with its  obligations  under this Agreement) on or before July 31, 1999, or such
later date as the Parties may agree upon. 28.2 EFFECT OF TERMINATION.

  Each  Party's  right of  termination  under  Section 8.1 is in addition to any
other rights it may have under this Agreement or otherwise. If this Agreement is
terminated pursuant to Section 8.1, all further obligations of the Parties under
this Agreement will terminate,  except that the obligations in Sections 10.1 and
10.2 will survive.

9.      INDEMNIFICATION; REMEDIES

9.1              SURVIVAL.

  All representations, warranties, covenants, and obligations in this Agreement,
the Company's Disclosure Letter, the certificates  delivered pursuant to Section
2.4 and any other certificate or document  delivered  pursuant to this Agreement
will survive the Closing.  The right to indemnification,  payment of Damages (as
defined  below)  or  other  remedy  based on such  representations,  warranties,
covenants,  and obligations will not be affected by any investigation  conducted
with respect to, or any knowledge acquired (or capable of being acquired),  with
respect  to  the  accuracy  or  inaccuracy  of  or  compliance  with,  any  such
representation, warranty, covenant, or obligation.

9.2              INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS.

  Sellers  will  jointly and  severally  indemnify  and hold  harmless  TGI, the
Company,  and  their  respective  representatives,   stockholders,   controlling
persons, and affiliates (collectively,  the "Indemnified Persons") for, and will
pay to the Indemnified Persons the amount of, any loss, liability, claim, damage
(including  incidental and consequential  damages),  expense (including costs of
investigation  and defense and  reasonable  attorneys'  fees) or  diminution  of
value, whether or not involving a third-party claim  (collectively,  "Damages"),
arising, directly or indirectly, from or in connection with:

(a)      any breach of any  representation  or warranty made by either Seller in
         this  Agreement,   the  Company's   Disclosure   Letter  or  any  other
         certificate  or  document  delivered  by either  Seller or the  Company
         pursuant  to this  Agreement,  unless  prior to Closing  such breach is
         cured to TGI's satisfaction or waived in writing by TGI;

(b) any breach by Sellers or the Company of any covenant or  obligation  in this
Agreement, unless prior to Closing such breach is cured to TGI's satisfaction or
waived in writing by TGI; (c) any product  shipped or any  services  provided by
the Company  prior to the  Closing  Date,  less the net amount of any  insurance
proceeds  received  by the  Company in  connection  therewith;  (d) any claim or
assessment  for unpaid  taxes or for  failure to file  accurate  or  appropriate
returns, in excess of the amounts accrued for unpaid taxes on the Balance Sheet,
including without limitation, United States, state and/or local income, profits,
franchise,  sales,  use,  occupancy,  property (real and personal),  ad valorem,
excise, value added,  withholding,  payroll, transfer and other taxes (including
interest, penalties and any additions to tax) due from the Company or claimed to
be due from the  Company by any taxing  authority  for all  periods  through the
Closing  Date,  including  taxes which may accrue for periods up to Closing Date
but which  have not  become  due and  owing;  (e) any use,  release,  threatened
release, emission, generation, storage, transportation, disposal, or arrangement
for the disposal of Hazardous Materials prior to the Closing Date by the Company
or the presence of any Hazardous  Materials or  circumstance or condition at any
Facility which would require remediation or other action under any Environmental
Laws,  including,  without  limitation,  the cost of any environmental  response
action or liability under the Comprehensive Environmental Response, Compensation
and Liability Act whether such loss accrues,  is required or is necessary  prior
to the Closing Date, to the full extent that such loss is attributable, in whole
or in part, directly or indirectly, to the presence, use, emission,  generation,
storage, transportation,  release, threatened release, disposal, or arrangements
for disposal of Hazardous  Materials at any Facility or on any other  properties
to which the Company, its affiliates or any other prior owner or operator of any
Facility has sent or arranged for the disposal of Hazardous  Materials  prior to
the Closing Date.  All terms used in this  paragraph  and not otherwise  defined
herein shall be given the meaning provided under the Environmental Laws;
<PAGE>

(f) any claim by any person for  brokerage or finder's  fees or  commissions  or
similar payments based upon any agreement or understanding  alleged to have been
made by any such person with either Sellers or the Company (or any person acting
on their behalf) in connection with any of the Contemplated Transactions; and

(g)       the distribution of the residence pursuant to Section 5.8 hereof.

9.3              INDEMNIFICATION AND PAYMENT OF DAMAGES BY TGI.

  TGI will  indemnify  and hold  harmless  Sellers,  and will pay to Sellers the
amount of any Damages (as defined in 9.2 above) arising, directly or indirectly,
from or in connection with (a) any breach of any representation or warranty made
by TGI in this Agreement or in any certificate delivered by TGI pursuant to this
Agreement, unless prior to Closing such breach is cured to Sellers' satisfaction
or waived in writing by the  Sellers,  (b) any breach by TGI of any  covenant or
obligation  of TGI in this  Agreement,  unless  prior to Closing  such breach is
cured to Sellers'  satisfaction or waived in writing by the Sellers,  or (c) any
claim by any person for  brokerage or finder's  fees or  commissions  or similar
payments based upon any agreement or understanding  alleged to have been made by
such person with TGI (or any person acting on its behalf) in connection with any
of the Contemplated Transactions.

9.4              ESCROW.

  At the Closing of the  acquisition of Bestway  Trucking,  Inc.,  David Summitt
will initially  deposit  596,273 shares of TGI's Common Stock that are issued to
David Summitt in connection therewith (the "Escrow Shares") with a bank or trust
company  located  within the State of Georgia  which will act as an escrow agent
(the "Escrow  Agent"),  who will hold the Escrow  Shares in escrow as collateral
for the  indemnification  obligations of the Sellers under this  Agreement,  the
Agreement and Plan of  Reorganization,  the DLS Agreement,  and an Agreement for
the Sale of Assets  pursuant  to which  Bestway  Trucking,  Inc.  will  purchase
certain of the  assets of DLS  Leasing,  Inc.  (the "DLS  Asset  Agreement")  in
accordance with the terms of the Escrow Agreement.

9.5              PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS.

(a)      Promptly  after  receipt  by an  Indemnified  Person  of  notice of the
         commencement  of any  proceeding  against it, such  Indemnified  Person
         will, if a claim is to be made against an indemnifying party hereunder,
         give  notice  to the  indemnifying  party of the  commencement  of such
         claim,  but the  failure  to notify  the  indemnifying  party  will not
         relieve the indemnifying party of any liability that it may have to any
         Indemnified  Person,  except to the extent that the indemnifying  party
         demonstrates  that the  defense  of such  action is  prejudiced  by the
         Indemnified Person's failure to give such notice.
<PAGE>
(b) If any  proceeding  is brought  against an  Indemnified  Person and it gives
notice to the indemnifying  party of the  commencement of such  proceeding,  the
indemnifying  party will be entitled to participate in such  proceeding  and, to
the extent that it wishes (unless (i) the indemnifying  party is also a party to
such proceeding and the Indemnified  Person  determines in good faith that joint
representation  would be inappropriate,  or (ii) the indemnifying party fails to
provide reasonable assurance to the Indemnified Person of its financial capacity
to defend such  proceeding  and  provide  indemnification  with  respect to such
proceeding),  to assume the defense of such proceeding with counsel satisfactory
to the Indemnified  Person and, after notice from the indemnifying  party to the
Indemnified Person of its election to assume the defense of such proceeding, the
indemnifying party will not, as long as it diligently  conducts such defense, be
liable to the  Indemnified  Person  under  this  Section 9 for any fees of other
counsel or any other expenses with respect to the defense of such proceeding, in
each case subsequently incurred by the Indemnified Person in connection with the
defense of such proceeding, other than reasonable costs of investigation. If the
indemnifying  party  assumes  the  defense  of a  proceeding,  (i)  it  will  be
conclusively  established for purposes of this Agreement that the claims made in
that proceeding are within the scope of and subject to indemnification;  (ii) no
compromise  or  settlement  of such claims may be  effected by the  indemnifying
party without the Indemnified Person's consent unless (A) there is no finding or
admission of any violation of applicable  laws or any violation of the rights of
any  person  and no effect  on any other  claims  that may be made  against  the
Indemnified  Person,  and (B) the sole relief provided is monetary  damages that
are paid in full by the  indemnifying  party;  and (iii) the Indemnified  Person
will have no liability  with respect to any  compromise  or  settlement  of such
claims effected without its consent. If notice is given to an indemnifying party
of the  commencement  of any  proceeding  and the  indemnifying  party does not,
within ten (10) days after such notice is given,  give notice to the Indemnified
Person  of  its  election  to  assume  the  defense  of  such  proceeding,   the
indemnifying party will be bound by any determination made in such proceeding or
any compromise or settlement effected by the Indemnified Person. Notwithstanding
the  foregoing,  the filing of an answer by the  indemnifying  party in order to
preserve the rights of the Indemnified  Party due to a filing deadline shall not
in itself  constitute  its election to assume the defense of a claim  hereunder.
(c) Notwithstanding  the foregoing,  if an Indemnified Person determines in good
faith that there is a reasonable  probability  that a proceeding  may  adversely
affect it or its affiliates other than as a result of monetary damages for which
it would be entitled to  indemnification  under this Agreement,  the Indemnified
Person may, by notice to the indemnifying  party,  assume the exclusive right to
defend,  compromise, or settle such proceeding,  but the indemnifying party will
not be bound by any  determination of a proceeding so defended or any compromise
or  settlement  effected  without  its  consent  (which may not be  unreasonably
withheld).  (d) Sellers hereby consent to the non-exclusive  jurisdiction of any
court in which a  proceeding  is  brought  against  any  Indemnified  Person for
purposes of any claim that an  Indemnified  Person may have under this Agreement
with respect to such proceeding or the matters alleged therein,  and agrees that
process may be served on the Sellers  with  respect to such a claim  anywhere in
the world.

9.6 PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS.

  A claim for  indemnification  for any matter not involving a third-party claim
may be asserted by notice to the party from whom indemnification is sought.

9.7              TIME LIMITATIONS.

  If the Closing occurs,  Sellers will have no liability (for indemnification or
otherwise)  with respect to any  representation  or warranty other than those in
Sections 3.3,  3.10,  3.12,  3.18 and 3.19,  unless on or before the third (3rd)
anniversary of the Closing Date, TGI notifies  either or both Sellers of a claim
specifying  the factual basis of that claim in  reasonable  detail to the extent
then  known  by TGI.  A claim  with  respect  to  Section  3.3,  or a claim  for
indemnification  or  reimbursement  based upon any covenant or obligation may be
made at any time. A claim with respect to Sections 3.10,  3.12, 3.18 or 3.19 may
be made at any  time  prior  to the  expiration  of the  applicable  statute  of
limitations for the cause of action giving rise to such Damages.  If the Closing
occurs,  TGI will have no liability  (for  indemnification  or  otherwise)  with
respect to any  representation or warranty,  unless on or before the third (3rd)
anniversary  of the Closing Date Sellers  notify TGI of a claim  specifying  the
factual  basis of that claim in  reasonable  detail to the extent  then known by
Sellers.
<PAGE>
9.8              LIMITATION.

           Notwithstanding  the foregoing,  neither Party shall make a claim for
indemnification  under Section 9.2(a) or (b) or Section 9.3(a) or (b) unless and
until the amount of such claim, or the aggregate amount of such claims,  made by
such  Party  pursuant  to this  Agreement,  the  DLS  Asset  Agreement,  the DLS
Agreement,  and the  Agreement  and Plan of  Reorganization,  equals or  exceeds
Seventy-five Thousand Dollars ($75,000).


10.      GENERAL PROVISIONS

10.1              EXPENSES.

  Each Party to this  Agreement will bear its  respective  expenses  incurred in
connection with the preparation,  execution,  and performance of this Agreement,
and the  Contemplated  Transactions,  including all fees and expenses of agents,
representatives, counsel, and accountants.

10.2              PUBLIC ANNOUNCEMENTS.

  Any public  announcement or similar  publicity with respect to this Agreement,
the Agreement and Plan of Reorganization,  or the Contemplated Transactions will
be issued at such time and in such  manner as  mutually  agreed,  except TGI may
make such disclosures as it deems necessary to comply with applicable securities
laws. Unless consented to by TGI in advance or required by applicable law, prior
to the  Closing,  Sellers  shall,  and shall  cause the  Company  to,  keep this
Agreement  strictly  confidential  and  may  not  make  any  disclosure  of this
Agreement to any person.  Sellers and TGI will mutually  agree upon the means by
which the  Company's  employees,  customers,  and  suppliers  and others  having
dealings with the Company will be informed of the Contemplated Transactions, and
TGI will have the right to be present for any such communication.

10.3              NOTICES.

  All notices, consents,  waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written  confirmation  of receipt),  (b) sent by telecopier  (with
written  confirmation of receipt),  provided that a copy is mailed by registered
mail, return receipt requested,  or (c) when received by the addressee,  if sent
by a nationally  recognized overnight delivery service (receipt  requested),  in
each case to the  appropriate  addresses and telecopier  numbers set forth below
(or to such other  addresses and telecopier  numbers as a party may designate by
notice to the other parties):



         Sellers: .........         David L. Summitt
                                    3205 Magnolia Court
                                    Sellersburg, Indiana  47172

                                    Jenny Summitt
                                    3205 Magnolia Court
                                    Sellersburg, Indiana  47172

         with a copy to:            Norman R. Garvin, Esq.
                                    Scopelitis, Garvin, Light & Hanson
                                    Suite 1500
                                    10 West Market Street
                                    Indianapolis, Indiana  46204-2971
                                    Facsimile No.:  (317) 687-2414

         TGI:      ........         Transit Group, Inc.
                                    Overlook III, Suite 1740
                                    2859 Paces Ferry Road
                                    Atlanta, Georgia  30339
                                    Attention:  Philip A. Belyew, President
                                    Facsimile No.:  (770) 444-0246

         with a copy to:...         Sharon L. McBrayer, Esq.
                                    Womble Carlyle Sandridge & Rice, PLLC
                                    Suite 3500, One Atlantic Center
                                    1201 West Peachtree Street
                                    Atlanta, Georgia  30309
                                    Facsimile No.:  (404) 870-4825
<PAGE>
10.4              JURISDICTION; SERVICE OF PROCESS.

  Any action or proceeding  seeking to enforce any provision of, or based on any
right arising out of, this  Agreement may be brought by any Party against any of
the other Parties in the courts of the States of Georgia and Indiana,  or, if it
has or can acquire  jurisdiction,  in the United States  District  Court for the
Northern District of Georgia and the Southern  District of Indiana.  Each of the
Parties  consents to the  jurisdiction  of such  courts (and of the  appropriate
appellate  courts) in any such action or proceeding  and waives any objection to
venue  laid  therein.  Process in any action or  proceeding  referred  to in the
preceding sentence may be served on any party anywhere in the world.

10.5              FURTHER ASSURANCES.

  The  Parties  agree (a) to furnish  upon  request  to each other such  further
information,  (b) to execute and deliver to each other such other documents, and
(c) to do such  other acts and  things,  all as the other  party may  reasonably
request  for the purpose of carrying  out the intent of this  Agreement  and the
documents referred to in this Agreement.

10.6              WAIVER.

  The rights and remedies of the parties to this  Agreement are  cumulative  and
not  alternative.  Neither the failure nor any delay by any Party in  exercising
any right, power, or privilege under this Agreement or the documents referred to
in this Agreement will operate as a waiver of such right,  power,  or privilege,
and no single or partial  exercise of any such right,  power,  or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise  of any  other  right,  power,  or  privilege.  To the  maximum  extent
permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents  referred to in this  Agreement can be discharged by one Party,
in whole or in part, by a waiver or renunciation of the claim or right unless in
writing signed by the other Parties;  (b) no waiver that may be given by a Party
will be applicable  except in the specific  instance for which it is given;  and
(c) no notice  to or  demand  on one Party  will be deemed to be a waiver of any
obligation  of such  Party or of the right of the Party  giving  such  notice or
demand to take  further  action  without  notice or demand as  provided  in this
Agreement or the documents referred to in this Agreement.

10.7              ENTIRE AGREEMENT AND MODIFICATION.

  This  Agreement  supersedes  all prior  agreements  between the  parties  with
respect to its subject matter and constitutes (along with the documents referred
to in this  Agreement)  a complete and  exclusive  statement of the terms of the
agreement between the parties with respect to its subject matter. This Agreement
may not be amended  except by a written  agreement  executed  by the Party to be
charged with the amendment.

10.8              DISCLOSURE LETTER.

  The  disclosures  in  the  Company's  Disclosure  Letter,  and  those  in  any
supplement  thereto,  relate only to the  representations  and warranties in the
Section of the  Agreement  to which they  expressly  refer.  In the event of any
inconsistency  between the statements in the body of this Agreement and those in
the Company's  Disclosure Letter (other than an exception expressly set forth as
such  in  the  Company's  Disclosure  Letter  with  respect  to  a  specifically
identified  representation  or  warranty),  the  statements  in the body of this
Agreement will control.

10.9              ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS.

  Neither the Sellers nor the Company may assign any of their  rights under this
Agreement  without the prior consent of TGI. TGI may assign this Agreement,  the
Sellers'  Closing  Documents,  or any one of them at any time to any  affiliated
entity  without  obtaining  the consent of or notifying  any other  Party.  This
Agreement  will  apply to, be  binding in all  respects  upon,  and inure to the
benefit  of  the  successors  and  permitted  assigns  of the  Parties.  Nothing
expressed or referred to in this  Agreement will be construed to give any person
other than the Parties to this Agreement any legal or equitable  right,  remedy,
or claim  under or with  respect  to this  Agreement  or any  provision  of this
Agreement.  This  Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the Parties to this Agreement and their successors
and permitted assigns.
<PAGE>
10.10             SEVERABILITY.

  If any  provision of this  Agreement is held invalid or  unenforceable  by any
court of competent  jurisdiction,  the other  provisions of this  Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent  not  held  invalid  or  unenforceable.  The  remedies  provided  in this
Agreement  will not be  exclusive  of or limit  any other  remedies  that may be
available.

10.11             SECTION HEADINGS, CONSTRUCTION.

  The headings of Sections in this Agreement are provided for  convenience  only
and will not  affect its  construction  or  interpretation.  All  references  to
"Section" or "Sections" refer to the  corresponding  Section or Sections of this
Agreement.  All words used in this  Agreement  will be  construed  to be of such
gender  or number  as the  circumstances  require.  Unless  otherwise  expressly
provided, the word "including" does not limit the preceding words or terms.

10.12             TIME OF ESSENCE.

  With  regard to all dates and time  periods  set forth or  referred to in this
Agreement, time is of the essence.

10.13             GOVERNING LAW.

  This  Agreement  will be governed by the laws of the State of Indiana  without
regard to conflicts of laws principles.

10.14             COUNTERPARTS.

  This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original copy of this Agreement and all of which,  when taken
together, will be deemed to constitute one and the same agreement.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first written above.

"TGI":

TRANSIT GROUP, INC.


BY: /s/ Philip A. Belyew
Philip A. Belyew, President

                   [Execution Continued on the Following Page]

SELLERS:


/s/ David L. Summitt
 ......... DAVID L. SUMMITT


/s/ Jenny Summitt
 ......... JENNY SUMMITT

<PAGE>

                                  SCHEDULE 4.2

                                  TGI CONSENTS


1.       AmSouth Bank, N.A.

2.       GE Capital Equity Investments, Inc.