Exhibit 2.4

                            STOCK PURCHASE AGREEMENT


                                DLS LEASING, INC.



                              DATED: JULY 23, 1999
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                                TABLE OF CONTENTS


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


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

   2.1    SHARES.............................................................3
   2.2    PURCHASE PRICE.....................................................4
   2.3    CLOSING............................................................4
   2.4    CLOSING OBLIGATIONS.  AT THE CLOSING:..............................4

3.    REPRESENTATIONS AND WARRANTIES OF SELLER...............................4

   3.1    ORGANIZATION AND GOOD STANDING.....................................4
   3.2    AUTHORITY; NO CONFLICT.............................................5
   3.3    CAPITALIZATION.....................................................6
   3.4    FINANCIAL STATEMENTS...............................................6
   3.5    BOOKS AND RECORDS..................................................7
   3.6    TITLE TO PROPERTIES; ENCUMBRANCES..................................7
   3.7    CONDITION AND SUFFICIENCY OF ASSETS................................7
   3.8    ACCOUNTS RECEIVABLE................................................7
   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.........................................................9
   3.14   LITIGATION.........................................................10
   3.15   ABSENCE OF CHANGES.................................................10
   3.16   CONTRACTS; NO DEFAULTS.............................................11
   3.17   INSURANCE..........................................................12
   3.18   ENVIRONMENTAL MATTERS..............................................12
   3.19   EMPLOYEES; INDEPENDENT CONTRACTORS.................................13
   3.20   LABOR RELATIONS; COMPLIANCE........................................14
   3.21   INTELLECTUAL PROPERTY..............................................14
   3.22   RELATIONSHIPS WITH RELATED PERSONS.................................15
   3.23   BROKERS OR FINDERS.................................................15
   3.24   DISCLOSURE.........................................................15
   3.25   TAX REPRESENTATIONS................................................16
   3.26   DISTRIBUTIONS......................................................16

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

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

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

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

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

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

7.    CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE...................20

   7.1    ACCURACY OF REPRESENTATIONS........................................21
   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 SELLER...................22
   9.3    INDEMNIFICATION AND PAYMENT OF DAMAGES BY TGI......................24
   9.4    ESCROW.............................................................24
   9.5    PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS.................24
   9.6    PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS........................26
   9.7    TIME LIMITATIONS...................................................26
   9.8    LIMITATION.........................................................26

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

   10.1   EXPENSES...........................................................26
   10.2   PUBLIC ANNOUNCEMENTS...............................................26
   10.3   NOTICES............................................................27
   10.4   JURISDICTION; SERVICE OF PROCESS...................................27
   10.5   FURTHER ASSURANCES.................................................28
   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
<PAGE>


                            STOCK PURCHASE AGREEMENT

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

         A. TGI  desires to  purchase  and Seller  desires to sell 100 shares of
common stock  representing all of the outstanding shares of common stock, of DLS
Leasing,  Inc., an Indiana  corporation,  (the "Company") as more fully provided
for in Article 2 of this Agreement (the "Stock Purchase").

         B.  Simultaneous  with the  closing  of the  Stock  Purchase,  TGI will
acquire  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 Seller of even date herewith (the
"Agreement and Plan of Reorganization").

         C. Upon the  closing  of the  Stock  Purchase,  all of the  outstanding
capital stock of the Company will be owned by TGI.

         D. Seller is the sole shareholder 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
Seller 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:

         (i)       the purchase and sale of the  Shares;

         (j)      the execution, delivery, and performance of the Noncompetition
                  Agreements, and the Escrow Agreement as such terms are defined
                  in the Agreement and Plan of Reorganization; and

         (k)      the  performance  by TGI,  the  Company  and  Seller  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:

         (p)      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;
<PAGE>
         (q)      preventing  or  reducing to  acceptable  levels the release of
                  pollutants  or  hazardous  substances  or  materials  into the
                  environment;

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

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

         (t)      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.

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

         "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.

         "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.

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

         "Shares"--as defined in Section 3.3.

         "Stock 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.

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


2.      SALE AND TRANSFER OF SHARES; CLOSING.

2.1              SHARES.

  Subject to the terms and conditions of this Agreement,  at the Closing, Seller
will sell and transfer the Shares to TGI, and TGI will  purchase the Shares from
Seller, free and clear of all liens, claims and encumbrances whatsoever.

2.2              PURCHASE PRICE.

  The purchase price for the Shares will be an amount equal to $4,739,999, to be
paid by wire transfer (the "Purchase Price") at closing.
<PAGE>
2.3              CLOSING.

  The  consummation  of the Stock  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) Seller will deliver to TGI:

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

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

(iii) a certificate  executed by the Seller  certifying to TGI that the Seller'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.

(b) TGI will deliver to Seller:

(i) the Purchase Price by wire transfer to the Seller; and

(ii) 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 SELLER.

         The Seller represents and warrants 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 incorporation,  a list of all other  jurisdictions in
which it is authorized to do business,  and its  capitalization  (including  the
identity of each stockholder and the number of shares held by each). The Company
is duly organized,  validly existing, and in good standing under the laws of its
jurisdiction  of  incorporation,  with full  corporate  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
corporation  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)      Seller has delivered to TGI copies of the Articles of Incorporation and
         Bylaws of the Company, as currently in effect.

3.2              AUTHORITY; NO CONFLICT.

(a) This  Agreement  constitutes  the legal,  valid,  and binding  obligation of
Seller  enforceable  against  Seller  in  accordance  with its  terms.  Upon the
execution  and  delivery by Seller of this  Agreement  and the Escrow  Agreement
(collectively,    the    "Seller's    Closing    Documents"),    the    Seller's
---------------------------- Closing Documents will constitute the legal, valid,
and binding  obligations of Seller,  enforceable  against him in accordance with
their respective  terms. Each of the Seller and the Company has the absolute and
unrestricted  right,  power,  authority and capacity to execute and deliver this
Agreement and the Seller's  Closing  Documents  and to perform their  respective
obligations under this Agreement and the Seller's 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 Incorporation or Bylaws of the
Company;  or (B)  any  resolution  adopted  by the  board  of  directors  or the
stockholders 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 Seller 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  authorized  equity  securities of the Company  consist of 1,000 shares of
common  stock,  no par value per  share,  of which 100  shares  are  issued  and
outstanding (the "Shares").  Seller is currently and will be on the Closing Date
the sole record and beneficial owner and holder of the Shares, free and clear of
all liens,  claims or encumbrances,  and the Shares were acquired by Seller free
of any preemptive  rights or rights of first refusal.  With the exception of the
Shares  (which are owned by Seller),  on the Closing Date there will be no other
outstanding  equity securities or other securities of the Company.  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
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
of the  Company,  and any such  agreements  in effect on the date hereof are set
forth on Part 3.3 of the Company's  Disclosure  Letter.  None of the outstanding
equity  securities or other securities of the Company was issued in violation of
the Securities Act or any other law or regulation.  The Company does not own and
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.

3.4              FINANCIAL STATEMENTS.

  Seller has 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 stockholders' 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 stockholders' equity, and cash flow for the fiscal years then
ended,  and (c) the  unaudited  balance sheet of the Company as of 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 stockholders'  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  and as set  forth  on Part  3.4 of the  Company's  Disclosure  Letter),
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.

3.5              BOOKS AND RECORDS.

  The books of account,  minute  books,  stock record books 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 corporate  actions  taken by, the  stockholders,
the Board of Directors and  committees of the Board of Directors of the Company,
and no formal meeting of any such stockholders,  Board of Directors or committee
has been held for which  minutes have not been prepared and are not contained in
such minute books.
<PAGE>
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.  The
Company  does not own any real  property.  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,  and  equipment  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 Seller's judgment, the building,  plants,  structures,
and equipment  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  Company's  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  Seller is  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
Seller will be assigned to the Seller for collection and receipt.

3.9              NO UNDISCLOSED LIABILITIES.

  Except  as set  forth  in Part 3.9 of the  Company's  Disclosure  Letter,  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) Except as  disclosed on Part 3.10(b) of the Company  Disclosure  Letter,  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.  Except as disclosed on Part 3.10 of the  Company's
Disclosure Letter,  neither Seller nor the Company,  has 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) Except as set forth on Part  3.10(a) of the  Company's
Disclosure  Letter,  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. Except as disclosed in
Part 3.10 of the Company's  Disclosure  Letter,  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.
<PAGE>
3.14             LITIGATION.

(a) Except as set forth in Part 3.14 of the Company's  Disclosure Letter,  there
is no pending or to the  knowledge  of the  Seller,  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.

(b) Except as set forth on Part 3.14 of the Company's  Disclosure Letter,  there
is no order or court decision to which the Company,  the Seller, any director or
officer of the Company,  or any of the assets  owned or used by the Company,  is
subject. 33.15 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 authorized or issued capital stock;  grant of any stock option
or right to purchase  shares of capital  stock of the  Company;  issuance of any
security convertible into such capital stock; grant of any purchase,  redemption
or stock retirement  rights,  or any acquisition by the Company of any shares of
its  capital  stock;  or  declaration  or  payment  of  any  dividend  or  other
distribution or payment in respect of shares of capital stock;

(b)      amendment to the Articles of Incorporation or Bylaws of the Company ;

(c)  payment or  increase  by the  Company  of any  bonuses,  salaries  or other
compensation to any  stockholder,  director,  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 director,
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  $50,000;  (g) sale,  lease,  or other  disposition  of any
material asset or property 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  Seller  has  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.
<PAGE>
3.17             INSURANCE.

(a) Set  forth on Part  3.17 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.

(b) All  policies  to which the Company is a party or that  provide  coverage to
either  Seller,  the Company,  or any 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  Seller's  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,  neither  Seller nor the Company has  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. Seller has no reasonable basis to expect,  nor has Seller 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  Seller,  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) Seller has delivered to TGI true and complete  copies
and results of any reports, studies, analyses, tests, or monitoring possessed or
initiated by Seller 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 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 does Seller  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.  Except as set forth
on  Part  3.20(a)  of  the  Company's   Disclosure   Letter,   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.  Seller  has no basis to expect,  nor has Seller 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. 33.22 RELATIONSHIPS WITH RELATED PERSONS.

  Except as set forth on Part 3.22 of the Company's  Disclosure Letter,  neither
Seller nor any related  person or  affiliate of Seller or of the Company has, 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 Seller nor
any related  person or  affiliate  of Seller 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  Seller nor any related person or affiliate of
Seller  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.
<PAGE>
3.23             BROKERS OR FINDERS.

  Except as set forth on Part 3.23 of the Company's  Disclosure Letter,  neither
the Company,  Seller 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 Seller 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 Seller 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 Seller will each pay their own expenses in  connection  with
the Stock Purchase.  Dividends the Company has paid (or may pay) in anticipation
of the  Stock  Purchase  will  be  regular  and  normal  distributions  made  in
accordance with the Company's past practices.  At all times during the five year
period ending on the Closing Date, the fair market value of all of the Company's
real property interests has been less than fifty percent (50%) of the total fair
market  value  of all  the  assets  used in the  Company's  trade  or  business,
including any real property  owned by the Company which is not used in its trade
or business.

3.26             DISTRIBUTIONS.

  The  Company  will  continue  to be solvent  and able to pay its debts as they
become due immediately  following the asset sale and the distribution  described
in Section 5.8 hereof.


4.      REPRESENTATIONS AND WARRANTIES OF TGI

         TGI represents and warrants to Seller 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>
4.4              SECURITIES COMPLIANCE.

  TGI has made all securities  filings  required as a "reporting  company" under
the Exchange Act of 1934, as amended. Upon completion of the Stock Purchase, the
TGI  Common  Stock to be  issued  to the  Seller  in  connection  with the Stock
Purchase will be fully paid and nonassessable.

5.      COVENANTS
5.1              ACCESS AND INVESTIGATION.

  Between the date of this Agreement and the Closing Date, Seller 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, Seller 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, Seller 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,  Seller  will
promptly  notify TGI in writing if Seller or the  Company  becomes  aware of any
fact  or   condition   that   causes  or   constitutes   a  breach  of  Seller's
representations and warranties as of the date of this Agreement, or if 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 in Section 5.9 or on Schedule 5.5 hereto,  Seller
will cause all  indebtedness  owed to the  Company by the Seller or any  related
person of the Seller to be paid in full at Closing.  The Seller agrees that, the
Company shall have no obligation to continue any arrangement  with any affiliate
of  Seller  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, Seller 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,  Seller will use his
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              ASSET SALE.

  Prior to the Closing,  the Company will sell good and marketable  title,  free
and clear of all liens, to certain trailers to Bestway Trucking,  Inc. as listed
on Schedule 5.8 for an aggregate  purchase price of  $2,010,000,  payable with a
promissory note bearing no interest which shall be on terms satisfactory to TGI.
Such note will be  distributed by the Company to Seller prior to the Closing and
such note will be paid in full on the Closing Date.

5.9              DISTRIBUTION.

  Prior to Closing,  the  Company  intends to  distribute  to the Seller (i) the
$1,401,637  receivable  owed  by  the  Seller  to the  Company  (ii)  one  Lexus
automobile and (iii) cash in the amount of $869,846.32.  All other  indebtedness
of Seller to the Company will be repaid by the Seller at the Closing.  All taxes
due from the Company or otherwise as a result of the  distribution  set forth in
this Section 5.9 shall be borne by and shall be the exclusive  responsibility of
the Seller.

6.      CONDITIONS PRECEDENT TO TGI'S OBLIGATION TO CLOSE

         TGI's obligation to consummate the Stock 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 Seller's  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              SELLER'S PERFORMANCE.

  All of the  covenants  and  obligations  that the  Company  and the Seller 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 Seller, 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 Seller's 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 Seller;
(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. 36.5 NO PROCEEDINGS.

  Since  the date of this  Agreement,  there  must not have  been  commenced  or
threatened  against  TGI,  Seller,  or  the  Company  , or  against  any  person
affiliated with TGI,  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 STOCK OWNERSHIP OR SALE PROCEEDS.

  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 stock of, or any other
voting,  equity,  or ownership  interest in, the Company , or (b) is entitled to
all or any portion of the stock purchase consideration.
<PAGE>
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.

6.8              ACQUISITION OF BESTWAY TRUCKING, INC.

  Simultaneously  herewith,  TGI and the Seller have entered into the  Agreement
and Plan of Reorganization.  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 SELLER'S OBLIGATION TO CLOSE

         The Company's  obligation to consummate  the Stock Purchase and to take
the other  actions  required  to be taken by the  Company  or the  Seller 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 Company, 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, Seller,  the Company,  or against any person affiliated
with TGI, 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 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 the Seller have entered into the  Agreement
and  Plan  of  Reorganization.  All  of the  conditions  precedent  to  Seller'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 the Seller 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 Seller 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) Seller, 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 Seller to comply with their obligations under
this  Agreement)  and Seller  have not waived  such  condition  on or before the
Closing Date; (c) by mutual consent of TGI and Seller; or

(d) by either TGI or Seller 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. 38.2 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 SELLER.

  Seller will 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  Seller  in this
Agreement,  the Company's Disclosure Letter or any other certificate or document
delivered  by Seller or the  Company  pursuant  to this  Agreement,  unless such
breach is cured to TGI's  satisfaction  or waived in  writing  by TGI,  prior to
Closing;
<PAGE>
(b) any breach by Seller or the Company of any  covenant or  obligation  in this
Agreement,  unless  such  breach  is cured to TGI's  satisfaction  or  waived in
writing by TGI,  prior to  Closing;  (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 (in part relating to the pending IRS audit of the Company for tax
year 1996, the outcome of which may affect open tax years 1995, 1997, and 1998),
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,  and  including  taxes  which  are
attributable to the distribution  described in Section 5.9 hereof;  (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; (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  Seller  or the  Company  (or any  person  acting  on  their  behalf)  in
connection with any of the Contemplated Transactions;  (g) any claim made by any
creditor or other  third  party  related to the sale of assets by the Company to
Bestway Trucking, Inc. and distribution of the proceeds therefrom as provided in
Section 5.8.

9.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY TGI.

  TGI will indemnify and hold harmless Seller, and will pay to Seller 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 such breach is cured to  Seller's  satisfaction  or waived in
writing by the Seller prior to Closing, (b) any breach by TGI of any covenant or
obligation  of TGI in this  Agreement,  unless  such breach is cured to Seller's
satisfaction  or waived in writing by the Seller  prior to  Closing,  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., the Seller will
initially  deposit  596,273  shares of TGI's Common Stock that are issued to the
Seller  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 Seller under this  Agreement,  the
Agreement and Plan of Reorganization, the Membership Interest Purchase Agreement
pursuant  to  which  TGI  will  purchase  all of  the  Membership  Interests  of
Connection One Trucking,  LLC (the "Connection One Agreement") and the Agreement
for the Sale of Assets  pursuant to which Bestway  Trucking,  Inc. will purchase
certain of the assets of the Company (the "DLS Asset  Agreement")  in accordance
with the terms of the Escrow Agreement.
<PAGE>
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.
(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) Seller hereby consents 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 Seller  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,  Seller 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  Seller 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
Seller  notifies TGI of a claim  specifying  the factual  basis of that claim in
reasonable detail to the extent then known by Seller.
<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 Connection
One 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,
the Agreement and Plan of  Reorganization,  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 Seller shall, and shall cause the Company to, keep this Agreement
strictly  confidential  and may not make any disclosure of this Agreement to any
person. Seller 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):

         Seller:  .........         David L. 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 Seller nor the Company may assign any of their  rights  under this
Agreement  without the prior consent of TGI. TGI may assign this Agreement,  the
Seller's  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



SELLER:


/s/ David L. Summitt
DAVID L. SUMMITT
<PAGE>
                                  SCHEDULE 4.2

                                  TGI CONSENTS


1.       AmSouth Bank, N.A.

2.       GE Capital Equity Investments, Inc.