EXHIBIT 2.4













                            ASSET PURCHASE AGREEMENT

                                     BETWEEN


                           GENERAL PARCEL CORPORATION

                                     "BUYER"


                                       AND


                               TRANSIT GROUP, INC.

                                    "SELLER"


                                 EFFECTIVE AS OF

                               SEPTEMBER 30, 1997


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                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I
         SALE AND PURCHASE OF ASSETS
         1.1      Transfer of Assets.........................................1
         1.2      Purchased Assets...........................................1
         1.3      Excluded Assets............................................2
         1.4      Liabilities................................................2
         
ARTICLE II
         CONSIDERATION
         2.1      Assumption of Assumed Liabilities..........................2
         2.2      Seller Stock to Buyer......................................3
         2.3      Allocation.................................................3
         
ARTICLE III
         REPRESENTATIONS AND WARRANTIES OF SELLER
         3.1      Organization and Good Standing.............................3
         3.2      Authority..................................................3
         3.3      Effect of Agreement........................................4
         3.4      Financials; Books..........................................4
         3.5      Title to Purchased Assets..................................4
         3.6      Real Estate................................................4
         3.7      Tangible Property..........................................4
         3.8      Contracts..................................................4
         3.9      Intellectual Property......................................5
         3.10     Litigation.................................................5
         3.11     Compliance with Laws; Permits..............................5
         3.12     Environmental Protection...................................5
         3.13     Insurance..................................................5
         3.14     Employees; Benefits........................................5
         3.15     Absence of Changes.........................................6
         3.16     Seller's Shares............................................6
         3.17     Taxes......................................................6
         3.18     No Hart-Scott-Rodino Filings...............................7
         
ARTICLE IV
         REPRESENTATIONS AND WARRANTIES OF BUYER

         4.1      Organization and Good Standing.............................7
         4.2      Authority..................................................7
         4.3      Accredited Investor Status.................................8
         4.4      Effect of Agreement........................................8
         
                                       (i)

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                           TABLE OF CONTENTS (Con't.)
                                                                          Page

         4.5      No Hart-Scott-Rodino Filings...............................8
         
ARTICLE V
         COVENANTS OF BUYER

         5.1      Employment.................................................8
         5.2      WARN Act...................................................8
         5.3      Insurance Benefits.........................................8
         

ARTICLE VI
         COVENANTS OF SELLER
         6.1      Stock Plan.................................................8
         
ARTICLE VII
         COVENANTS OF BUYER AND SELLER
         7.1      Interim Management.........................................9
         

ARTICLE VIII
         CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

         8.1      Representations, Warranties and Covenants..................9
         8.2      Absence of Litigation......................................9
         8.3      Consents and Approvals.....................................9
         8.4      Legal Opinion..............................................9
         

ARTICLE IX
         CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

         9.1      Representations, Warranties and Covenants.................10
         9.2      Absence of Litigation.....................................10
         9.3      Consents and Approvals....................................10
         9.4      Legal Opinion.............................................10
         

ARTICLE X
         CLOSING
         10.1     Closing...................................................10
         10.2     Deliveries by Seller......................................10
         

ARTICLE XI
INDEMNIFICATION
         11.1     Indemnification by Seller.................................12
         11.2     Indemnification by Buyer..................................12
         

                                      (ii)

<PAGE>


                           TABLE OF CONTENTS (Con't.)
                                                                          Page

         11.3     Notice of Claim...........................................12
         11.4     Defense...................................................13
         11.6     Certain Limitations of Seller.............................13
         11.8     Reduction by Insurance Proceeds...........................14
         11.9     Reduction by Tax Benefit..................................14
         

ARTICLE XII
         MISCELLANEOUS

         12.1     Further Assurances........................................14
         12.2     Termination...............................................14
         12.3     Risk of Loss..............................................15
         12.4     Brokers...................................................15
         12.5     Tax Filings...............................................15
         12.6     Expenses..................................................15
         12.7     Publicity.................................................15
         12.8     Notices...................................................15
         12.9     Governing Law.............................................16
         12.10    Counterparts..............................................16
         12.11    Assignment................................................17
         12.12    Third Party Beneficiaries.................................17
         12.13    Headings..................................................17
         12.14    Amendments................................................17
         12.16    Severability..............................................17
         12.17    Entire Agreement..........................................17
         


                                      (iii)

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SCHEDULES

Schedule 1.2               Purchased Assets
Schedule 1.3(c)               Excluded Assets
Schedule 2.1(a)               Capital Equipment Leases
Schedule 2.1(b)               Facility Leases
Schedule 2.1(c)               Other Assumed Liabilities
Schedule 2.3               Allocation
Schedule 3.1               Foreign Qualifications
Schedule 3.3               Required Consents
Schedule 3.8(a)               Contracts
Schedule 3.8(b)               Defaults
Schedule 3.9               Intellectual Property
Schedule 3.10              Litigation
Schedule 3.11              Licenses
Schedule 3.13              Insurance
Schedule 3.14              Employees; Benefits
Schedule 3.15              Absence of Changes

EXHIBITS

Exhibit "A"                Opinion of Seller's Counsel
Exhibit "B"                Opinion of Buyer's Counsel




                                      (iv)

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                            ASSET PURCHASE AGREEMENT


                  THIS ASSET PURCHASE AGREEMENT (together with all Schedules and
Exhibits  hereto,  this  "Agreement"),  effective as of September  30, 1997,  is
entered  into  by  and  between  TRANSIT  GROUP,  INC.,  a  Florida  corporation
("Seller"), and GENERAL PARCEL CORPORATION, a Florida corporation ("Buyer").

                                R E C I T A L S:

                  1.  Seller is the  owner and  operator  of a  next-day  parcel
delivery  business  operating  in the States of Florida and  Georgia,  and is in
possession  of  assets  in the  States of North  Carolina  (including  the North
Carolina courier business conducted by GPS Acquisition Corp.) and South Carolina
(the "Business").

                  2. Seller desires to sell,  and Buyer desires to buy,  certain
of the assets of Seller used in or relating to the operation of the Business, on
the terms and conditions set forth in this Agreement.

                  THEREFORE, Seller and Buyer agree as follows:

                                    ARTICLE I
                           SALE AND PURCHASE OF ASSETS

                  1.1  Transfer  of  Assets.  Seller  agrees  to  sell,  assign,
transfer  and deliver to Buyer,  and Buyer  agrees to  purchase  and accept from
Seller,  at the  Closing  (as  defined  in  Section  10.1) all of the assets and
properties of Seller of every kind and description  used by Seller in connection
with the operations of the Business,  but excluding  certain assets described in
Section 1.3. The assets being sold hereunder are collectively referred to as the
"Purchased  Assets," and the assets  described  in Section 1.3 are  collectively
referred to as the "Excluded Assets."

                  1.2  Purchased  Assets.  The  Purchased  Assets   specifically
include all of Seller's assets and properties of every kind and description used
in  the  Business,  including,  without  limitation,  all  vehicles,  equipment,
machinery, business records, inventory, customer lists, tradenames,  trademarks,
intellectual  property,  all rights of Seller  (including rights to security and
similar  deposits)  under the Capital  Equipment  Leases and the Facility Leases
(each as defined below), accounts receivable and all items set forth on Schedule
1.2 hereto, but excluding the Excluded Assets described below.

                  Upon reasonable notice to Buyer,  Seller shall have access to,
and  opportunity  to copy at its own  expense,  any or any part of the  business
records  relating to the Business and the Purchased Assets for a period of seven
(7) years from the Closing Date.


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          1.3 Excluded  Assets.  The following assets shall be excluded from the
Purchased Assets and shall be retained by Seller:

                  (a)  Cash.  All cash on hand and on  deposit  in  banks,  cash
         equivalents and investments as of September 30, 1997.

                  (b)  Certain  Records.  Minute  books,  stock  books  or other
         corporate records of Seller.

                  (c) Other Assets. The assets listed on Schedule 1.3(c).

                  (d) Stock, Assets and Truckload Hauling Operations of Seller's
         Subsidiaries.   All  stock,  assets  and  going  business  of  Seller's
         truckload hauling  operations and each of Seller's  subsidiaries  which
         are engaged in such business.

                  (e) Notes  Receivable  from Seller's  Subsidiaries.  All notes
         receivable from Seller's subsidiaries.

                  1.4  Liabilities.  The  Purchased  Assets  shall  be sold  and
conveyed  to  Buyer  free  and  clear of all  liabilities,  obligations,  liens,
security  interests  and  encumbrances  whatsoever  (collectively,  "Liens",  or
individually,  a "Lien"),  except for Assumed  Liabilities  (as defined  below);
provided,  however,  that Buyer will assume at Closing the obligations under the
Contracts (as defined in Section 3.8) that are  unperformed  as of the Effective
Time (as defined in Section 10.1).

                                   ARTICLE II
                                  CONSIDERATION

                  2.1 Assumption of Assumed  Liabilities.  As consideration  for
the Purchased Assets, Buyer shall:

                  (a) Assume  Seller's  obligations  which are outstanding at or
         which  arise  after  the  Effective  Time  under  the  equipment  lease
         agreements  of  Seller  relating  to the  Business  including,  but not
         limited to, the equipment lease agreements set forth on Schedule 2.1(a)
         (collectively,  the "Capital  Equipment  Leases"),  provided that Buyer
         shall  have the  right,  in its sole  discretion,  not to  assume,  and
         instead to prepay,  on the Closing  Date any or all of the  obligations
         which  otherwise  are to be  assumed  by the Buyer  under  the  Capital
         Equipment Leases, and provided,  further, that Buyer shall cause Seller
         to  be  fully  released  and  discharged   from  the   liabilities  and
         obligations under the Capital Equipment Leases.

                  (b) Assume  Seller's  obligations  which are outstanding at or
         which  arise  after the  Effective  Time under the  facility  leases of
         Seller  relating  to the  Business  including,  but not limited to, the
         facility  leases  set  forth  on  Schedule  2.1(b)  (collectively,  the
         "Facility Leases"),  provided that Buyer shall cause Seller to be fully
         released and discharged from the liabilities and obligations  under the
         Facility Leases.


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<PAGE>



                  (c) Assume all of Seller's  liabilities  which are outstanding
         at or which  arise  after the  Effective  Time  (including  liabilities
         relating  to the  North  Carolina  courier  business  conducted  by GPS
         Acquisition Corp.) relating to the Business including,  but not limited
         to, the liabilities set forth on Schedule 2.1(c)  (collectively,  along
         with the  obligations  assumed  by Buyer  under the  Capital  Equipment
         Leases and the Facility Leases, the "Assumed Liabilities").

                  2.2 Seller Stock to Buyer.  Seller  shall issue Eight  Hundred
Seventy  Thousand  (870,000)  shares of  Seller's  common  stock to Buyer on the
Closing  Date,  such  shares  to  be  restricted  shares,   bearing  the  legend
hereinafter set forth:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  STATE  SECURITIES  LAWS  AND ARE  BEING  OFFERED  AND  SOLD IN
                  RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
                  THE FEDERAL AND STATE  SECURITIES  LAWS. THESE SECURITIES HAVE
                  BEEN  ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED,  SOLD,
                  ASSIGNED,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED,
                  EXCEPT IN A  TRANSACTION  WHICH IS  REGISTERED  UNDER,  EXEMPT
                  FROM,  OR OTHERWISE IN  COMPLIANCE  WITH THE FEDERAL AND STATE
                  SECURITIES  LAWS,  AS TO WHICH THE  ISSUER HAS  RECEIVED  SUCH
                  ASSURANCES  AS THE ISSUER  MAY  REQUEST,  WHICH MAY  INCLUDE A
                  SATISFACTORY OPINION OF COUNSEL.

                  2.3  Allocation.  The Assumed  Liabilities  shall be allocated
among the Purchased Assets as set forth in Schedule 2.3 hereto.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

                  Seller represents and warrants to Buyer as follows:

                  3.1  Organization  and Good Standing.  Seller is a corporation
duly organized,  validly existing and its status is active under the laws of the
State of Florida.  Seller has all requisite power and authority to own,  operate
and lease the Purchased  Assets and to conduct the operations of the Business as
presently conducted.  Except where the failure to be so qualified would not have
a material  adverse  effect on the  operation of the  Business or the  Purchased
Assets,  Seller is duly qualified to do business as a foreign corporation and is
in good standing in the jurisdictions in which it is required to be so qualified
and such jurisdictions are listed on Schedule 3.1.

                  3.2 Authority. Seller has all requisite power and authority to
execute and deliver this Agreement and to perform the transactions  contemplated
hereby.  The  execution,  delivery and  performance of this  Agreement,  and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized  by all  necessary  corporate  action  on the  part of  Seller.  This
Agreement has been duly executed and delivered by Seller and constitutes a valid
and binding obligation of Seller,  enforceable against Seller in accordance with
its terms, except that the

                                        3

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enforceability thereof may be limited by bankruptcy, insolvency,  reorganization
or other similar laws affecting creditor's rights generally and by principles of
equity regarding the availability of remedies.

                  3.3  Effect  of  Agreement.   The   execution,   delivery  and
performance  of this  Agreement  do not and  will  not:  (a)  conflict  with the
Articles of  Incorporation  or Bylaws of Seller;  (b) to the best  knowledge  of
Seller,  violate any law or any rule or regulation of any  governmental  body or
administrative  agency, or conflict with any judicial or administrative order or
decree  relating to Seller or the Purchased  Assets;  (c) constitute a breach or
default under any Contract or any other  agreement or instrument by which Seller
is bound or the Purchased  Assets are affected,  except as set forth in Schedule
3.3; (d) create any Lien on any of the  Purchased  Assets;  or (e) except as set
forth on  Schedule  3.3,  require  any  consent,  notice to or  filing  with any
governmental authority or administrative agency or any private person or firm on
behalf of Seller,  except (i) with  respect to clauses  (c) and (d),  any of the
foregoing  which  do not and  will not have a  material  adverse  effect  on the
condition  (financial  or  otherwise)  of the Business or the  Purchased  Assets
(hereinafter a "Material  Adverse  Effect") and (ii) with respect to clause (e),
such  consents  or  notices  as the  failure  to obtain or give would not have a
Material Adverse Effect.  The matters  described on Schedule 3.3 are referred to
as the "Required Consents."

                  3.4 Financials;  Books. The unaudited balance sheets of Seller
as of June 30, 1997 and audited balance sheets as of December 31, 1996 and 1995,
and  statements  of income  and cash  flows of Seller  for each of the years (or
portions  thereof)  then ended are  hereinafter  referred  to as the  "Financial
Statements."  The Financial  Statements (a) are in accordance with the books and
records of the Seller; (b) present fairly the assets,  liabilities and financial
condition  of Seller as of the  respective  dates  thereof  and the  results  of
operations for the periods then ending; and (c) the audited financials have been
prepared in accordance with generally accepted accounting  principles applied on
a  consistent  basis  throughout  the periods  involved.  Seller has no material
liability  or  obligation  that is not  reflected  or  reserved  against  in the
Financial  Statements,  except  for those  that are not  required  by  generally
accepted accounting  principles to be included therein. The books and records of
Seller  relating to the  Purchased  Assets have been  maintained in all material
respects in accordance with generally accepted accounting  principles applied on
a consistent basis.

                  3.5 Title to Purchased Assets.  Seller has good and marketable
title to all of the Purchased  Assets,  free and clear of any Liens,  other than
Assumed Liabilities.  The Purchased Assets constitute all of the assets required
to operate the Business in the manner presently operated by Seller.

                  3.6 Real Estate.  Schedule  2.1(b) contains a true and correct
listing of all real property  leased by Seller and used in  connection  with the
Business.

                  3.7 Tangible  Property.  All tangible property included in the
Purchased  Assets is being sold "AS IS, WHERE IS" and Seller makes no warranties
whatsoever with respect thereto,  and EXPRESSLY DISCLAIMS all implied warranties
of  MERCHANTABILITY   and  FITNESS  FOR  A  PARTICULAR  PURPOSE  and  all  other
warranties, express or implied, with respect thereto.

                  3.8   Contracts.   Schedule   3.8(a)   lists  all   contracts,
commitments,  agreements,  leases,  licenses,  understandings  and  obligations,
whether written or oral, to which Seller is party or by which

                                        4

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Seller or the  Purchased  Assets is bound or affected,  that are material to the
operation of the Business (collectively, the "Contracts").  Seller has delivered
to Buyer true and complete copies of all written Contracts and true and complete
memoranda of all oral Contracts,  including any and all amendments thereto. Each
of the Contracts is valid,  binding and enforceable in accordance with its terms
(except that  enforceability  thereof may be limited by bankruptcy,  insolvency,
reorganization  or other similar laws affecting  creditors' rights generally and
by principles of equity regarding the availability of remedies),  and is in full
force and effect.  Except as set forth on Schedule 3.8(b), there are no existing
defaults,  and to the best of Seller's knowledge no events or circumstances have
occurred  which,  with or  without  notice  or  lapse  of time  or  both,  would
constitute defaults,  under any of the Contracts and which would have a Material
Adverse  Effect.  The  assignment  of the Contracts by Seller to Buyer will not,
with  respect  to any  Contract,  (i)  constitute  a default or  accelerate  the
obligations thereunder,  (ii) require the consent of any person or party, except
for the  Required  Consents,  or (iii)  affect the  continuation,  validity  and
effectiveness thereof or the terms thereof.

                  3.9 Intellectual  Property. In addition to Seller's common law
rights to the corporate  logo relating to General Parcel  Service,  Schedule 3.9
lists  all  other  intellectual  property  rights  used in  connection  with the
Business,  and,  with respect to the marks,  a list of services  with which such
marks  are  used,  the  date  of  first  use of such  marks  and  United  States
registrations related thereto. To the best of Seller's knowledge, the marks have
been in  continuous  use since the date of first use set forth in Schedule  3.9,
and the marks are now used in interstate and intrastate commerce.

                  3.10  Litigation.  Except as set forth on Schedule 3.10, there
are no claims,  actions,  or suits pending,  or to the best knowledge of Seller,
threatened,  against  Seller or the Business or affecting the Purchased  Assets,
which would, in the aggregate,  if resolved adversely to Seller, have a Material
Adverse Affect.

                  3.11  Compliance with Laws;  Permits.  There is no outstanding
or, to the best  knowledge  of  Seller,  threatened,  any order or decree of any
court,  governmental agency or arbitration tribunal against or involving Seller,
the Business or the Purchased Assets. Seller is currently in compliance with all
laws, rules, regulations and licensing requirements of all federal, state, local
and foreign  authorities  applicable  to the  properties  and  operations of the
Business,  except  for any  instances  of  non-compliance  which  do not  have a
Material  Adverse  Effect.  Seller has obtained all  permits,  certificates  and
licenses  required  for the conduct of the  Business  and the  ownership  of the
Purchased  Assets,  (except for those the absence or violation of which does not
have a Material Adverse Effect), all of which are described on Schedule 3.11.

                  3.12  Environmental  Protection.  To Seller's  knowledge,  the
ownership or use of its premises and the Purchased  Assets,  Seller's  occupancy
and  operation  thereof,  and the  conduct of the  Business  has been and are in
compliance in all material respects with all applicable federal, state and local
laws,  ordinances  and  regulations  relating  to  safety,  health,   pollution,
environmental protection, hazardous substances and related matters.

                  3.13 Insurance. Schedule 3.13 describes all insurance policies
maintained by Seller with respect to the Business and the Purchased Assets.


                                        5

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                  3.14 Employees;  Benefits. Schedule 3.14 sets forth a complete
and accurate  list of all  employees of the Seller  involved in the Business who
will be hired as of the  Effective  Time by Buyer,  and a  description  of their
salaries, wages and benefits. Except as set forth on Schedule 3.14, there are no
Plans, as defined below,  contributed to,  maintained or sponsored by Seller, to
which Seller is obligated to  contribute or with respect to which Seller has any
liability or potential  liability,  whether  direct or indirect,  including  all
Plans  contributed to,  maintained or sponsored by each member of the controlled
group of companies, within the meaning of Sections 414(b), 414(c), and 414(m) of
the Internal  Revenue Code of 1986,  as amended,  of which Seller is a member to
the extent Seller has any potential  liability  with respect to such Plans.  For
purposes of this  Agreement,  the term "Plans" shall mean: (a) employee  benefit
plans as defined in Section 3(3) of the Employee  Retirement Income Security Act
of 1974,  as  amended  ("ERISA"),  whether  or not  funded  and  whether  or not
terminated,  (b)  employment  agreements,  and (c) personnel  policies or fringe
benefit plans,  policies,  programs and arrangements,  whether or not subject to
ERISA,  whether or not funded, and whether or not terminated,  including without
limitation,  stock bonus,  deferred  compensation,  pension,  severance,  bonus,
vacation, travel, incentive, and health, disability and welfare plans.

                  3.15 Absence of Changes. Except as set forth on Schedule 3.15,
since  the date of the most  recent  Financial  Statements  and the date of this
Agreement,  Seller has  conducted  the  operations  of the Business  only in the
ordinary course, and has not:

                  (a) Suffered any uninsured damage to any asset of the Business
         that would have a Material Adverse Effect;

                  (b) Sold or disposed of any assets  used in the  operation  of
         the  Business,  except for (i) assets  consumed  or  disposed of in the
         ordinary course of business, (ii) assets disposed of in connection with
         the  acquisition of replacement  property of equivalent kind and value;
         or (iii) assets that are no longer used or useful in the  operations of
         the Business;

                  (c) Made any general  wage  increase  for its  employees  as a
         group;

                  (d) Amended or terminated any Contract;

                  (e) Incurred  any material  obligation  or  liability,  except
         normal trade or business obligations incurred in the ordinary course of
         business; or

                  (f)  Introduced  any new method of  management,  operations or
         accounting.

                  3.16  Seller's  Shares.  Seller's  shares  being  delivered at
Closing  have been validly  issued,  and are fully paid and  non-assessable  and
authorized  for listing on the Nasdaq  Stock  Market.  No  consent,  approval or
filing with any person or entity is required in connection  with the issuance of
Seller's shares and the issuance of Seller's shares will not trigger  preemptive
rights with respect to any person or entity.


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                  3.17  Taxes.  For the  purposes  of this  Agreement,  the term
"taxes"  shall include all federal,  state,  local and foreign  taxes,  fees and
other governmental charges, and interest and penalties with respect thereto, and
any payment required under any tax allocation or sharing agreement.  All tax and
information  returns and  reports of Seller and of any member of any  affiliated
group of  corporations  (within  the  meaning  of Section  1504 of the  Internal
Revenue Code of 1986,  as amended,  as in effect at the time of the due date for
the  filing of such  returns  and  reports)  of which  Seller is or was a member
required by law to be filed have been duly  filed,  and are  accurate,  true and
complete in all material respects. All taxes upon Seller or for which Seller may
be liable,  or in respect of any of the assets,  income or franchises of Seller,
have been paid by it, except for any taxes which are not yet due and payable and
except as set forth on Schedule  2.1(c),  there are no tax liens upon any of the
properties or assets of Seller and no foreign,  federal,  state,  local or other
taxing  authority has provided  Seller or any member of any affiliated  group of
corporations of which Seller is or was a member with any notice of any questions
relating  to, or claims  asserted  for,  taxes for which  Seller  may be liable.
Neither  Seller  nor any  member of any  affiliated  group of  corporations  (as
defined  above) of which Seller is or was a member has granted or been requested
to grant  waivers of any  statutes of  limitations  applicable  to any claim for
taxes or has agreed to any extension of time with respect to any tax  assessment
or deficiency  for taxes for which Seller may be liable.  Except as set forth on
Schedule  2.1(c),  all taxes  which  Seller is  required  by law to  withhold or
collect have been duly withheld or collected and, to the extent  required,  have
been paid over to the proper  governmental  authorities in a timely manner. None
of the returns  filed by or on behalf of Seller has been or is being  audited by
any federal, state, local, foreign or other taxing authority which audit has not
been  concluded.  The accruals and reserves for taxes  reflected on the Seller's
financial  statements are adequate to cover all  liabilities  for all accrued or
unpaid taxes for which Seller has any liability.

                  3.18 No Hart-Scott-Rodino  Filings. The size and nature of the
transactions  contemplated  by this  Agreement  do not  require  any  filing  or
notification  to be made by any  party  under  the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976, as amended,  or any successor law, and regulations and
rules issued by the U.S.  Department of Justice or the Federal Trade  Commission
pursuant to that act or any successor law.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF BUYER

                  Buyer represents and warrants to Seller as follows:

                  4.1  Organization  and Good  Standing.  Buyer is a corporation
duly  incorporated,  validly existing and its status is active under the laws of
the State of Florida.  Buyer is, or will be at the Closing, duly qualified to do
business  as  a  foreign   corporation   and  in  good  standing  in  all  other
jurisdictions in which the ownership of the Purchased Assets or the operation of
the Business make such qualification necessary.

                  4.2 Authority.  Buyer has all requisite power and authority to
execute and deliver this Agreement and to perform the transactions  contemplated
hereby.  The  execution,  delivery and  performance of this  Agreement,  and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized by all necessary corporate and shareholder action on the part of

                                        7

<PAGE>



Buyer.  This  Agreement  has been  duly  executed  and  delivered  by Buyer  and
constitutes a valid and binding obligation of Buyer,  enforceable  against Buyer
in  accordance  with its terms  except  that the  enforceability  thereof may be
limited  by  bankruptcy,  insolvency,   reorganization  or  other  similar  laws
affecting  creditor's rights generally and by principles of equity regarding the
availability of remedies.

                  4.3  Accredited  Investor  Status.  Buyer  is  an  "accredited
investor" as defined in Regulation D  promulgated  under the  Securities  Act of
1933, as amended.

                  4.4  Effect  of  Agreement.   The   execution,   delivery  and
performance of this Agreement do not and will not (a) conflict with the Articles
of Incorporation or Bylaws of Buyer; (b) to the best knowledge of Buyer, violate
any law or any rule or regulation  of any  governmental  body or  administrative
agency,  or  conflict  with any  judicial  or  administrative  order or  decrees
relating to Buyer;  (c) constitute a breach or default under any contract or any
other  agreement  or  instrument  by which  Buyer is  bound;  or (d) to the best
knowledge  of  Buyer,  require  any  consent,  notice  to  or  filing  with  any
governmental authority or administrative agency or any private person or firm on
behalf of Buyer.

                  4.5 No  Hart-Scott-Rodino  Filings. The size and nature of the
transactions  contemplated  by this  Agreement  do not  require  any  filing  or
notification  to be made by any  party  under  the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976, as amended,  or any successor law, and regulations and
rules issued by the U.S.  Department of Justice or the Federal Trade  Commission
pursuant to that act or any successor law.

                                    ARTICLE V
                               COVENANTS OF BUYER

                  5.1 Employment.  Buyer shall hire as of the Effective Time all
employees  of the Seller  involved in the  Business  at base  salaries or hourly
wages not less than that paid by Seller immediately prior to the Effective Time.
Except for Seller's  Anniversary Stock Award Plan,  Employee Stock Purchase Plan
and Incentive  Stock Option Plan,  Buyer shall assume  Seller's  obligations for
employee  health  insurance and other  benefits  including,  but not limited to,
vested and unused vacation pay.

                  5.2 WARN Act.  Buyer shall be  responsible  for  providing the
notifications,  if  any,  required  by  the  Worker  Adjustment  and  Retraining
Notification  Act of 1988  (the  "WARN  Act")  with  respect  to  employees  who
experience an  employment  loss within the meaning of the WARN Act following the
Effective  Time,  and Buyer shall be  responsible  for and assumes any liability
arising from any failure to provide such notifications.  Buyer further covenants
that it has no  present  intention  of closing  any  plants or causing  any mass
layoff,  as  defined  in the WARN Act,  within  sixty  (60) days  following  the
Effective Time.

                  5.3 Insurance Benefits.  As of the Effective Time, Buyer shall
assume  Seller's  Blue Cross Blue  Shield of  Florida  insurance  plan and shall
provide identical coverage to Buyer's employees,  without any gaps, such that no
notice pursuant to the Congressional Omnibus Budget Reconciliation Act ("COBRA")
shall be required.

                                        8

<PAGE>



                                   ARTICLE VI
                               COVENANTS OF SELLER

                  6.1 Stock Plan.  Seller shall be responsible  for  terminating
the  participation  in Seller's  Anniversary  Stock Award Plan,  Employee  Stock
Purchase Plan,  Incentive Stock Option Plan of General Parcel Service,  Inc. and
any  other  investment-type  plan of all  employees  of Seller  involved  in the
Business.  Any notices or stock, cash or other financial  consideration that may
be required to be given in connection  with the  termination of such plans shall
be the sole and exclusive obligation of Seller.

                                   ARTICLE VII
                          COVENANTS OF BUYER AND SELLER

                  7.1 Interim  Management.  Buyer agrees to operate the Business
and Seller agrees to allow Buyer to operate the Business from the Effective Time
of this Agreement through the Closing Date (the "Interim Management Period"). In
consideration  of Buyer's  operation  of the  Business,  Buyer shall  assume the
liabilities of the Business  including,  but not limited to, the liabilities set
forth in Schedules  2.1(a),  2.1(b) and 2.1(c). As the operator of the Business,
Buyer shall have and shall enjoy all profits and losses of the  Business  during
the  Interim  Management  Period  and  shall be free to:  (a) hire or  terminate
employees;  (b)  add or  terminate  customers;  (c)  pay  and/or  negotiate  the
liabilities set forth on Schedules  2.1(a),  2.1(b) and 2.1(c);  and (d) perform
all other functions normally  associated with the ownership of a business except
Buyer  shall not  retitle,  sell or encumber  any of the assets of the  Business
without the prior written consent of Seller.

                                  ARTICLE VIII
                   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

                  The  obligations  of  Buyer  to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction of the following
conditions on or before the Closing Date:

                  8.1   Representations,    Warranties   and   Covenants.    The
representations  and warranties of Seller contained in this Agreement shall have
been true and correct in all material respects on the date of this Agreement and
shall be true and correct in all material respects on the Closing Date as though
made on and as of the Closing  Date,  and Seller shall have duly  performed  and
complied in all material respects with all covenants and obligations required by
this  Agreement  to be  performed  or  complied  with by it on or  prior  to the
Closing.

                  8.2 Absence of  Litigation.  No action or proceeding  shall be
pending by or before any court or other  governmental  body or agency seeking to
restrain,   prohibit  or  invalidate  the  transactions   contemplated  by  this
Agreement.

                  8.3 Consents and Approvals.  All (a) Required Consents and (b)
orders or notifications of, or  registrations,  declarations or filings with, or
expiration  of waiting  periods  imposed  by,  any  applicable  governmental  or
judicial authority shall have been made or obtained or shall have occurred.

                                        9

<PAGE>



                  8.4 Legal  Opinion.  Buyer  shall have  received  from  Womble
Carlyle Sandridge & Rice, PLLC, counsel to Seller, an opinion, dated the Closing
Date, in the form of Exhibit "A".

                                   ARTICLE IX
                  CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

                  The  obligations  of Seller  to  consummate  the  transactions
contemplated  by this Agreement are subject to the  satisfaction  of each of the
following conditions on or before the Closing Date:

                  9.1   Representations,    Warranties   and   Covenants.    The
representations  and warranties of Buyer  contained in this Agreement shall have
been true and correct in all  material  respects on the date of this  Agreement,
and shall be true and correct in all  material  respects on the Closing  Date as
through made on and as of the Closing Date,  and Buyer shall have duly performed
and  complied  in all  material  respects  with all  covenants  and  obligations
required by this  Agreement to be performed or complied  with by it on or before
the Closing Date.

                  9.2 Absence of  Litigation.  No action or proceeding  shall be
pending by or before any court or other  governmental  body or agency seeking to
restrain,   prohibit  or  invalidate  the  transactions   contemplated  by  this
Agreement.

                  9.3 Consents and Approvals.  All (a) Required Consents and (b)
orders or notifications of, or  registrations,  declarations or filings with, or
expiration  of waiting  periods  imposed  by,  any  applicable  governmental  or
judicial authority shall have been made or obtained or shall have occurred.

                  9.4 Legal  Opinion.  Seller shall have  received from LeBoeuf,
Lamb,  Greene & MacRae L.L.P.,  counsel to Buyer, an opinion,  dated the Closing
Date, in the form of Exhibit "B".

                                    ARTICLE X
                                     CLOSING

                  10.1 Closing.  If this Agreement is not terminated pursuant to
Section 12.2,  the closing of the sale of the Purchased  Assets (the  "Closing")
shall take place at the offices of Buyer at 10:00 a.m., local time, on the fifth
(5th) business day after the satisfaction of the conditions in Articles VIII and
IX hereof,  or such other time and date as may be  mutually  agreed  upon by the
parties hereto (the "Closing Date"). Except as set forth in this Agreement,  for
purposes of passage of title,  risk of loss,  allocation  of expenses  and other
economic effects, the Closing when completed shall be deemed to have occurred at
12:01 a.m., local time, on September 30, 1997 (the "Effective Time").

                  10.2  Deliveries  by  Seller.  At the  Closing,  Seller  shall
deliver or cause to be delivered to Buyer the following:

                           (a)   Certificates   of  title,   duly  endorsed  for
                  transfer,  with respect to all motor vehicles  included in the
                  Purchased Assets.

                                       10

<PAGE>



                           (b) Notarized Bill of Sale.

                           (c) Assignment  and Assumption Agreement  relating to
                  the Capital Equipment Leases.

                           (d) Assignment and Assumption  Agreement  relating to
                  the Facility Leases.

                           (e) Such other  instruments  of transfer as Buyer may
                  reasonably request to convey and vest in Buyer all of Seller's
                  right,  title  and  interest  in and  to all of the  remaining
                  Purchased Assets.

                           (f)   Assignment   of   Trademarks   and  such  other
                  instruments of assignment as may be necessary to file with the
                  appropriate  governmental  agencies  to  transfer to Buyer all
                  rights in the trademarks.

                           (g)  Evidence  that all Required  Consents  have been
                  obtained.

                           (h) The legal opinion referred to in Section 8.4.

                           (i) An incumbency  certificate containing a certified
                  copy of all corporate  resolutions  of the Seller  authorizing
                  the execution, delivery and performance of this Agreement, and
                  the  consummation  of the  transactions  contemplated  herein,
                  accompanied by the certification of the Secretary of Seller to
                  the effect that such resolutions are true and correct, in full
                  force  and  effect  and  have not been  amended,  modified  or
                  rescinded.

                  10.3 Deliveries by Buyer. At the Closing,  Buyer shall deliver
or cause to be delivered to Seller the following:

                           (a) Notarized Bill of Sale.

                           (b) Assignment  and Assumption Agreement  relating to
                  the Capital Equipment Leases.

                           (c) Assignment and Assumption  Agreement  relating to
                  the Facility Leases.

                           (d) Assignment and Assumption  Agreement  relating to
                  the other Assumed Liabilities.


                                       11

<PAGE>



                           (e) Such other  instruments of transfer as Seller may
                  reasonably request to convey and vest in Buyer all of Seller's
                  right,  title  and  interest  in and  to all of the  remaining
                  Purchased Assets.

                           (f) The legal opinion referred to in Section 9.4.

                           (g) An incumbency  certificate containing a certified
                  copy of all corporate resolutions of the Buyer authorizing the
                  execution, delivery and performance of this Agreement, and the
                  consummation   of  the   transactions   contemplated   herein,
                  accompanied by the  certification of the Secretary of Buyer to
                  the effect that such resolutions are true and correct, in full
                  force  and  effect  and  have not been  amended,  modified  or
                  rescinded.

                                   ARTICLE XI
                                 INDEMNIFICATION

                  11.1  Indemnification  by Seller.  Subject  to  Section  11.6,
Seller  shall  indemnify,  defend  and hold  harmless  Buyer  and its  officers,
directors and  affiliates  (the "Buyer  Indemnitees")  from,  against,  and with
respect to any and all loss,  damage,  claim,  obligation,  liability,  cost and
expense (including without limitation  reasonable  attorneys' fees and costs and
expenses incurred in investigating,  preparing, defending against or prosecuting
any  litigation,  claim,  proceeding  or demand),  of any kind or  character  (a
"Loss") arising out of or in connection with any of the following:

                           (a) Any breach of the  representations  or warranties
                  of Seller contained in this Agreement.

                           (b) Any  failure by Seller to perform or observe  any
                  covenant,  agreement  or condition to be performed or observed
                  by it pursuant to this Agreement.

                  11.2  Indemnification by Buyer. Buyer shall indemnify,  defend
and hold harmless Seller and its officers, directors and affiliates (the "Seller
Indemnitees")  from,  against and with  respect to any Loss arising out of or in
connection with any of the following:

                           (a) Buyer's  ownership  and operation of the Business
                  and the Purchased  Assets  including,  but not limited to, any
                  and all of the Assumed Liabilities.

                           (b) Any breach of the  representations and warranties
                  of Buyer contained in this Agreement.

                           (c) Any  failure by Buyer to  perform or observe  any
                  covenant,  agreement  or condition to be performed or observed
                  by it pursuant to this Agreement,  other than those covered by
                  Section 11.2(a) above.


                                       12

<PAGE>



                  11.3  Notice of Claim.  Any party  seeking  to be  indemnified
hereunder (the  "Indemnified  Party") shall,  within fifteen (15) days following
discovery  of the  matters  giving  rise to a Loss,  notify  the party from whom
indemnity  is sought  (the  "Indemnity  Obligor")  in  writing  of any claim for
recovery,  specifying in reasonable detail the nature of the Loss and the amount
of the liability estimated to arise therefrom. If the Indemnified Party does not
so notify the Indemnity  Obligor within said fifteen (15) days, such claim shall
be barred,  and the  Indemnity  Obligor  shall have no  obligation  with respect
thereto.  The  Indemnified  Party  shall  provide  to the  Indemnity  Obligor as
promptly as practicable  thereafter all information and documentation  requested
by the Indemnity Obligor to verify the claim asserted.

                  11.4 Defense.  If the facts  pertaining to a Loss arise out of
the claim of any third  party,  or if there is any claim  against a third  party
available by virtue of the circumstances of the Loss, the Indemnity Obligor may,
by giving  written  notice to the  Indemnified  Party  within  thirty  (30) days
following  its receipt of the notice of such claim,  elect to assume the defense
or the prosecution  thereof,  including the employment of counsel or accountants
at its  cost and  expense;  provided,  however,  that  during  the  interim  the
Indemnified  Party shall use its best efforts to take all action (not  including
settlement)  reasonably necessary to protect against further damage or loss with
respect  to the  Loss.  The  Indemnified  Party  shall  have the right to employ
counsel  separate  from counsel  employed by the  Indemnity  Obligor in any such
action and to  participate  therein,  but the fees and  expenses of such counsel
shall be at the  Indemnified  Party's own expense.  Whether or not the Indemnity
Obligor  chooses so to defend or prosecute  such claim,  all the parties  hereto
shall  cooperate in the defense or prosecution  thereof.  The Indemnity  Obligor
shall not be liable for any  settlement of any such claim  effected  without its
prior written consent.  In the event of payment by the Indemnity  Obligor to the
Indemnified  Party in  connection  with any Loss  arising  out of a third  party
claim, the Indemnity Obligor shall be subrogated to and shall stand in the place
of  the  Indemnified  Party  with  respect  to  such  Indemnified   Matter.  The
Indemnified  Party shall cooperate with the Indemnity Obligor in prosecuting any
subrogated claim.

                  11.5  Time for  Claims.  The  representations  and  warranties
contained  in  Sections  3.12,  3.14 and 3.17 shall  survive the  execution  and
delivery  of  this  Agreement  and  the  Closing  until  the  expiration  of all
applicable statutes of limitation (including, without limitation, all periods of
extension,  whether automatic or permissive)  affecting such  representations or
warranties.  All other  representations  and  warranties  of the parties  hereto
contained in this Agreement or otherwise made in writing in connection  with the
transactions  contemplated  hereby shall survive two (2) years after the Closing
Date.  Except for claims made in connection  with Sections 3.12,  3.14 and 3.17,
any claim  asserted  with respect to the items in Section 11.1 must be submitted
to the Indemnity  Obligor in writing as set forth in Section 11.3, or invoked in
official  proceedings,  within  sixty  (60)  days  after the  expiration  of all
applicable statutes of limitation (including, without limitation, all periods of
extension,  whether automatic or permissive)  affecting such representations and
warranties.

                  11.6  Certain  Limitations  of  Seller.   Notwithstanding  the
provisions of Section 11.1, Seller shall not have any indemnification obligation
under this Agreement  unless and until the aggregate amount of the Losses of the
Indemnified  Party exceeds $125,000 in the aggregate,  whereupon Seller shall be
liable to indemnify the Indemnified Party for all of such Losses. In no event

                                       13

<PAGE>



shall the  aggregate  amount for which  Seller  shall be liable as an  Indemnity
Obligor hereunder exceed $1,000,000. In addition, notwithstanding the provisions
of Section 11.1, Seller shall not have any indemnification obligation under this
Agreement  in the event of a Change of Control of Buyer.  A "Change of  Control"
shall be deemed to have occurred on the earliest of the following dates:

                  (a) The date any  entity  or  person  shall  have  become  the
                  beneficial  owner of, or have  obtained  voting  control over,
                  fifty percent (50%) or more of the outstanding common stock of
                  Buyer;

                  (b) The date the  shareholders  of Buyer  approve a definitive
                  agreement  (i) to  merge  or  consolidate  Buyer  with or into
                  another  corporation,  in which Buyer is not the continuing or
                  surviving  corporation  or  pursuant  to which  any  shares of
                  common stock of Buyer would be converted into cash, securities
                  or other property of another corporation,  other than a merger
                  or  consolidation  of Buyer in which  holders of common  stock
                  immediately prior to the merger or consolidation have the same
                  proportionate  ownership  of  common  stock  of the  surviving
                  corporation   immediately  after  the  merger  as  immediately
                  before,  or  (ii)  to  sell  or  otherwise  dispose  of all or
                  substantially all the assets of Buyer; or

                  (c) The date there  shall have been a change in a majority  of
                  the  Board of  Directors  of Buyer  within a  12-month  period
                  unless the nomination for election by Buyer's  shareholders of
                  each new director was  approved by the vote of  two-thirds  of
                  the  directors  then still in office who were in office at the
                  beginning of the 12-month period.

                  11.7 Certain  Limitations  of Buyer.  Buyer shall not have any
indemnification  obligation  under Sections 11.2(b) or 11.2(c) of this Agreement
unless and until the  aggregate  amount of the Losses of the  Indemnified  Party
exceeds  $75,000 in the aggregate,  whereupon Buyer shall be liable to indemnify
the Indemnified Party only to the extent that such Losses exceed $75,000.  In no
event shall the aggregate amount for which Buyer shall be liable as an Indemnity
Obligor hereunder exceed $1,000,000.

                  11.8 Reduction by Insurance Proceeds. The amount payable by an
Indemnity  Obligor  to an  Indemnified  Party  with  respect  to a Loss shall be
reduced by the amount of any  insurance  proceeds  received  by the  Indemnified
Party with respect to the Loss, and each of the parties hereby agrees to use its
best  efforts  to  collect  any and all  insurance  proceeds  to which it may be
entitled in respect of any Loss.

                  11.9  Reduction  by Tax  Benefit.  The  amount  payable  by an
Indemnity  Obligor with respect to a Loss shall be net of any federal,  state or
local tax benefit realized by the Indemnified Party with respect to the Loss.

                  11.10  Prior Investigation.  Any furnishing of  information to
Buyer by Seller  pursuant to,  or otherwise in connection with,  this Agreement,
including without limitation, any

                                       14

<PAGE>



information  contained in any  document,  contract,  book or record of Seller to
which Buyer shall have access or any information  obtained by, or made available
to, Buyer as a result of any  investigation  made by or on behalf of Buyer prior
to or after the date of this  Agreement,  shall not affect or be deemed a waiver
of Buyer's  right to rely on any written  statement,  representation,  warranty,
covenant or agreement made or deemed made by Seller.

                                   ARTICLE XII
                                  MISCELLANEOUS

                  12.1  Further  Assurances.  Each  party  shall  take  all such
actions as may reasonably be requested by any party hereto in order to carry out
the  transactions  contemplated  by this  Agreement and, after the Closing Date,
will  cooperate and make  available to each other all books and records that any
party may reasonably require.  Seller shall reimburse Buyer $15,000 for Seller's
use of Buyer's  employees from October 1, 1997 through January 31, 1998.  Seller
may not use  Buyer's  employees  after  January  31,  1998  without  the express
approval of Buyer's President.

                  12.2  Termination.  This Agreement (other than the obligations
contained in Section 12.6 and Section  12.7) may be terminated as to all parties
hereto and the transactions  contemplated  herein abandoned at any time prior to
the Closing by:

                  (a) the mutual consent of all parties hereto;

                  (b) Buyer at any time after  September  30,  1998,  if at such
         time the  conditions  set forth in Article  VIII  hereof  have not been
         satisfied through no fault of Buyer, failure to satisfy such conditions
         has a Material  Adverse  Effect,  and Buyer gives Seller notice of such
         fact; or

                  (c) Seller at any time after  September  30, 1998,  if at such
         time the  conditions  set  forth in  Article  IX  hereof  have not been
         satisfied  through  no  fault  of  Seller,   failure  to  satisfy  such
         conditions has a Material Adverse Effect, and Seller gives Buyer notice
         of such fact.

                  12.3 Risk of Loss. The risk of loss, damage or condemnation of
any of the Purchased Assets from any cause whatsoever shall be borne by Buyer at
all times.

                  12.4 Brokers.  Each party represents and warrants to the other
(a) that no brokers or agents have been retained or employed by it, and (b) that
there  are no claims  for any  brokerage  commission,  finder's  fee or  similar
payment due or claimed to be due from it with respect to this transaction.

                  12.5  Tax  Filings.  Each  of  the  parties  acknowledges  its
understanding of the requirement under Section 1060 of the Internal Revenue Code
of 1986, as amended,  for the filing by each of Form 8594 for its respective tax
year in which the Closing occurs. Each of Seller and

                                       15

<PAGE>



Buyer agrees to allocate the Assumed  Liabilities  among the Purchased Assets in
accordance with Schedule 2.3 hereto.

                  12.6 Expenses.  All costs and expenses  incurred in connection
with this Agreement and the  transactions  contemplated  hereby shall be paid by
the party  incurring  such  expense,  whether  or not the sale of the  Purchased
Assets is consummated.  Other than sales taxes or recording, transfer and filing
fees that are  associated  with the  transfer of title of the motor  vehicles of
Seller to Buyer, sales taxes, if any, and recording, transfer and filing fees on
the  transfer of the  Purchased  Assets  shall be borne by Buyer.  Seller  shall
reimburse Buyer for all sales taxes and recording, transfer and filing fees that
are  associated  with the  transfer of title of the motor  vehicles of Seller to
Buyer.

                  12.7  Publicity.  Seller  may make  such  press  releases  and
announcements  concerning  the  transactions  contemplated  by this Agreement as
necessary  to  comply  with  applicable  laws and the  rules  of any  securities
exchange or quotation  system on which its shares are listed.  Seller shall give
Buyer advance notice of any such press releases.

                  12.8 Notices.  All notices,  demands and other  communications
made  hereunder  shall be in  writing  and  shall be given  either  by  personal
delivery,  by nationally  recognized overnight courier (with charges prepaid) or
by  telecopy  (with  telephone  confirmation),  and shall be deemed to have been
given or made when  personally  delivered,  the day following the date deposited
with such overnight  courier service or when transmitted to telecopy machine and
confirmed by  telephone,  addressed to the  respective  parties at the following
addresses  (or such  other  address  for a party as shall be  specified  by like
notice):

                  If to the Seller:

                         Transit Group, Inc.
                         2859 Paces Ferry Road, Suite 1740
                         Atlanta, Georgia  30339
                         Attention:  Wayne N. Nellums, Executive Vice President
                         Telephone:  (770) 444-0240
                         Telecopy:  (770) 444-0246

                  With a copy (which shall not constitute notice) to:

                         Womble  Carlyle  Sandridge & Rice,  PLLC
                         1275 Peachtree Street, N.E.
                         Suite 700
                         Atlanta, Georgia  30309-3574
                         Attention:  G. Donald Johnson, Esq.
                         Telephone:  (404) 888-7456
                         Telecopy:  (404) 888-7490

                                       16

<PAGE>



                  If to Buyer:

                         General Parcel Corporation
                         8923 Western Way, Suite 22
                         Jacksonville, Florida  32256
                         Attention: Paul K. Saffell, President
                         Telephone:  (904) 363-0089
                         Telecopy:   (904) 363-8866

                  With a copy (which shall not constitute notice) to:

                         LeBoeuf, Lamb, Greene & MacRae L.L.P.
                         50 North Laura Street, Suite 2800
                         Jacksonville, Florida  32202
                         Attention:  Michael B. Kirwan, Esq.
                         Telephone:  (904) 630-5306
                         Telecopy:  (904) 353-1673

                  12.9 Governing  Law. This  agreement  shall be governed by the
laws of the State of Florida  applicable to agreements  made and to be performed
entirely within such state.

                  12.10  Counterparts.  This Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                  12.11  Assignment.  This  Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted  assigns.  This  Agreement  may not be  assigned by any of the parties
hereto without the prior written  consent of all other parties  hereto,  and any
purported assignment without such consent shall be void.

                  12.12 Third Party  Beneficiaries.  None of the  provisions  of
this  Agreement  or any  document  contemplated  hereby is intended to grant any
right or benefit to any person or entity which is not a party to this Agreement.

                  12.13 Headings.  The article and section headings contained in
this  Agreement  are solely for the purpose of  reference,  are not part of this
Agreement and shall not in any way affect the meaning or  interpretation of this
Agreement.

                  12.14  Amendments.  Any  waiver,  amendment,  modification  or
supplement of or to any term or condition of this  Agreement  shall be effective
only if in writing and signed by all  parties  hereto,  and the  parties  hereto
waive the right to amend the provisions of this Section orally.


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                  12.15 Knowledge. Whenever used herein with respect to a party,
the term "knowledge" or "best knowledge"  shall mean actual  knowledge,  without
independent investigation, of such party's officers and directors.

                  12.16  Severability.  In the event that any  provision in this
Agreement  shall be determined to be invalid,  illegal or  unenforceable  in any
respect,  the  remaining  provisions of this  Agreement  shall not be in any way
impaired,  and the illegal,  invalid or  unenforceable  provision shall be fully
severed  from this  Agreement  and there  shall be  automatically  added in lieu
thereof a provision as similar in terms and intent to such severed  provision as
may be legal, valid and enforceable.

                  12.17 Entire  Agreement.  This Agreement and the Schedules and
Exhibits  hereto  constitute  the entire  contract  between the  parties  hereto
pertaining  to  the  subject  matter   hereof,   and  supersede  all  prior  and
contemporaneous  agreements and understandings  between the parties with respect
to such subject matter including, without limitation, the Letter Agreement dated
September  29, 1997 by and between  Seller and T. Wayne  Davis,  which is hereby
expressly terminated.

                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed by its duly authorized officer as of the date first above
written.

                                    TRANSIT GROUP, INC.


                                    By:/s/ Wayne N. Nellums
                                    Wayne N. Nellums, Executive Vice President


                           GENERAL PARCEL CORPORATION


                                    By:/s/ T. Wayne Davis
                                    Name: T. Wayne Davis
                                    Title: Chairman






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