EXHIBIT 99.2

THE CREDIT ACCOMMODATION MADE PURSUANT TO THIS NOTE
REPRESENTS A LINE OF CREDIT


                              REVOLVING CREDIT NOTE

$20,000,000.00
                                                     Atlanta, Georgia
                                                     As of December 18, 1997


         THE  UNDERSIGNED,  ("Maker"),  promises  to pay to the order of AMSOUTH
BANK,  a bank  organized  under the laws of  Alabama  ("Payee"),  whose  mailing
address is Post Office Box 588001, Orlando,  Florida 32858, the principal sum of
TWENTY MILLION DOLLARS  ($20,000,000.00),  or so much thereof as may be advanced
and outstanding  from time to time,  with interest on the unpaid  principal from
the date of each such advance at the following rate and payable in the following
manner:

         Interest Rate.

         (a)      Effective  on the  first  day of every  month,  and  effective
                  through such month (the "Interest  Period"),  Maker may select
                  one of the  following  interest  rates  for  such  month  (the
                  "Stated Rate"):

                  (1)      A  variable  rate  equal to the  Payee's  prime  rate
                           through  May 1, 1999 and a rate equal to the  Payee's
                           prime rate plus fifty basis points (0.50%) thereafter
                           (the "Prime-Based  Rate"). This interest rate will be
                           adjusted  with each change in the Payee's prime rate.
                           The Payee's prime rate is merely an index rate and is
                           subject to change at the Lender's  discretion  and is
                           not  a  rate  charged  to a  particular  category  of
                           borrowers; or

                  (2)      Prior to May 1,  1999,  a fixed  rate of two  hundred
                           fifty basis points  (2.50%) over the average  offered
                           rate in the London  interbank  market for deposits in
                           U.S.  dollars for a thirty  (30) day  period.  On and
                           after May 1, 1999 a fixed rate of three hundred basis
                           points  (3.00%) over the average  offered rate in the
                           London  interbank market for deposits in U.S. dollars
                           for a thirty (30) day period.  The rates set forth in
                           this subparagraph  (a)(2) shall be referred to as the
                           "LIBOR-Based Rate"). The applicable  LIBOR-Based Rate
                           for the next month shall be determined  based on such
                           rate in effect two  business  days prior to the first
                           day of the month and the Lender  will  determine  the
                           actual rate for the term  selected by reference to an
                           information reporting service customarily relied upon
                           by the Lender for reporting of rates offered for such
                           deposits.


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                  The Interest  Rate from the date of this Note until January 1,
                  1998 shall be at the LIBOR-Based Rate.

                  Unless  Maker  selects a different  rate  option and  notifies
                  Payee,  Maker shall be deemed to have  selected  the same type
                  rate option as  applicable  for the prior  month.  Maker shall
                  notify  Payee  two  business  days'  prior to the first of the
                  following  month  should Maker elect to convert to a different
                  interest rate option for such month.

                  Prior to the selection by Maker of any such rate option, Payee
                  will, upon request, advise the Maker of the interest rate that
                  will be effective if such option is selected.

         (b)      Interest on this Note, as calculated  above,  shall be payable
                  monthly in arrears  on the 1st day of each  month,  commencing
                  with  January  1, 1998 and  continuing  on the 1st day of each
                  month thereafter, including the month of April, 1999.

         (c)      The entire unpaid principal balance, together with any accrued
                  interest, shall be due  and payable on or  before  May 1, 1999
                  (the "Maturity Date")  unless prior to  May 1, 1999 Maker pays
                  to Payee a  term  out  fee of  TWO  HUNDRED  THOUSAND  DOLLARS
                  ($200,000.00) at which point the revolver portion of this loan
                  will terminate and  commencing June 1, 1999 and  continuing on
                  the  first day  of  each  month  including   April 1, 2000,  a
                  principal payment equal to one-twelvth (1/12) of the principal
                  balance  outstanding  as of May 1, 1999  together with accrued
                  interest  will  be due and  payable with the  remaining unpaid
                  principal and interest due in full on May 1, 2000.

         Increased Costs, Illegality, Etc. (a) If either (i) the introduction of
or  any  change  in  any  law  or  regulation  or  in  the   interpretation   or
administration  of any law or  regulation  by any  court  or  administrative  or
governmental authority charged with the interpretation or administration thereof
from the date hereof or (ii) the compliance with any guideline enacted after the
date hereof or request from any such governmental authority,  including, without
limitation,  any central bank (whether or not having the force of law), which is
not caused by an act or omission of Payee,  including  without  limitation,  its
failure to maintain  adequate  control,  (x) subjects  Payee or any  corporation
controlling  Payee  to any  tax  enacted  after  the  date  hereof  of any  kind
whatsoever with respect to this  Agreement,  or changes the basis of taxation of
payments to Payee of principal, commissions, fees, interest, or any other amount
payable hereunder (except for (A) taxes on or measured by the overall net income
of Payee or branch, office, or agency through which Payee is acting for purposes
of this  Agreement  or (B)  changes  in the rate of such  taxes);  (y)  imposes,
modifies, or holds applicable any reserve, special deposit,  compulsory loan, or
similar  requirement against assets held by, or deposits or other liabilities in
or for the  account  of,  advances  or loans by, or other  credit or  commitment
therefor  extended by, or any other acquisition of funds by, any office of Payee
which are not otherwise  included in any  determination  of the Reserve Adjusted
LIBOR  Rate or other  interest  payable  hereunder;  or (z)  imposes  on  Lender
controlling  Lender  any other  condition,  and as a result  there  shall be any
increase  in the cost to Lender  of  agreeing  to make or  making,  funding,  or
maintaining

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advances by an amount deemed by Lender to be material,  then the Borrower  shall
from time to time,  upon  demand  by Payee,  pay  directly  to Payee  additional
amounts sufficient to compensate Payee for such increased cost. A certificate as
to the amount of such increased cost,  submitted to the Borrower by Payee, shall
be conclusive and binding for all purposes, absent manifest error.

                  (b) If  Payee  determines  that  compliance  with  any  law or
regulation  or with any  guideline  or request  from any  central  bank or other
governmental  authority subsequent to the date hereof (whether or not having the
force of law)  concerning  capital  adequacy or otherwise  has or would have the
effect of reducing the rate of return on the capital of Payee or the corporation
controlling  Payee as a consequence  of, or with  reference  to, the  facilities
hereunder,  by an amount deemed by Payee to be material, the Borrower shall from
time to time, upon demand by Payee, pay to Payee additional  amounts  sufficient
to compensate Payee or such other corporation for such reduction.  A certificate
as to such amounts,  submitted to the Borrower by Payee, shall be conclusive and
binding for all purposes, absent manifest error.

                  (c) In the  event  the  LIBOR  Reserve  Requirement  increases
subsequent to the date hereof,  the interest rate  applicable to this Note shall
be the Reserve Adjusted LIBOR Rate.

         Default  Rate.  After  the  occurrence  of  an  Event  of  Default,  as
hereinafter  defined,  or after the  Maturity  Date,  this Note and all sums due
hereunder  shall bear  interest  at the Stated Rate plus five  percent  (5%) per
annum  ("Penalty  Rate")  (but in no event at a rate  which is  higher  than the
maximum rate permitted by law) from the date of default until paid.

         Interest Basis.  Interest  shall be calculated  on the basis of a three
hundred sixty (360) day year for actual days elapsed.

         Interest Parity.  This  loan  evidenced  by  this  Note  is being  made
pursuant to the rate provisions of Chapters 665 and 687 of the Florida Statutes.

         Late Charge. If any payment hereunder (other than the final payment) is
not made within  fifteen (15) days after it is due, the Maker shall pay to Payee
a late charge equal to five percent (5%) of the late payment.

         Prepayment.  The Maker shall have the privilege of prepaying  this Note
in part or in full,  without  penalty,  at any time, and any prepayment shall be
applied to the  installment  or  installments  of principal  last  maturing.  No
partial prepayment shall excuse or defer Maker's subsequent payment obligations.

         Application  of  Payments.   All  payments  made  on  the  indebtedness
evidenced  by this Note shall be applied  first to  repayment  of monies paid or
advanced  by Payee on behalf of the  Maker in  accordance  with the terms of the
Loan Documents securing this Note, and thereafter shall be applied to payment of
accrued interest, and lastly to payment of principal.


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         Place and Manner of Payment. All payments of interest and principal are
payable  at the  office of  Payee,  or at such  other  place as the  holder  may
designate in writing, in lawful money of the United States of America.

         Security.  This Note is secured  by  Receivables  as more  particularly
defined in loan  documents  ("Loan  Documents")  executed on even date herewith.
This  Note and other  loan  documents  as may be now or  hereafter  executed  in
connection  therewith ("Loan  Document(s)") shall together evidence the debt and
constitute the security for the Note.

         Events of  Default.  Maker  shall be in  default  in this Note upon the
occurrence of any of the following events,  circumstances or conditions (each an
"Event of Default"):

                  (a)  Maker's  failure  to  make  any  payment  of any  sum due
hereunder within ten (10) days of the due date thereof without further notice or
demand,  or to make any other  payment  due by the Maker to the Payee  under any
other  promissory  note  or  under  any  security  agreement  or  other  written
obligation of any kind now existing or hereinafter created.

                  (b) The  existence  of a default or breach of any of the terms
of this Note or any other Loan Document that is not cured within any  applicable
grace and/or cure period.

                  (c) Maker's  continued failure to perform any other obligation
imposed upon Maker by the Loan Documents.

                  (d) Any written representation, statement or warranty of Maker
or any co-signer,  endorser,  surety or guarantor of the Note,  contained in the
Note or any  other  Loan  Document,  or in any  certificate  delivered  pursuant
hereto,  or in any other instrument or statement made or furnished in connection
herewith, proves to be incorrect or misleading in any material respect as of the
time when the same shall have been made, including,  without limitation, any and
all financial statements furnished by Maker to Payee as an inducement to Payee's
making the loan  evidenced by the Note or pursuant to any  provision of the Loan
Documents which in any such case would have a material adverse effect on Maker.

                  (e) The  dissolution  or insolvency  of, the  appointment of a
receiver by or on the behalf of, the  assignment for the benefit of creditors by
or on behalf of, the voluntary or  involuntary  termination  of existence by, or
the  commencement  under any  present  or future  federal  or state  insolvency,
bankruptcy,  reorganization,  composition  or debtor  relief law by Maker or any
maker,  co-signer,  endorser,  surety or two or more  guarantors  of the Note or
other obligation.

         Remedies after Default.  At the option of Payee, all or any part of the
principal and accrued  interest on the Note,  and all other  obligations  of the
Maker to the Payee shall become  immediately due and payable without  additional
notice or  demand,  upon the  occurrence  of an Event of  Default or at any time
thereafter.  Payee may exercise all rights and remedies provided by law, equity,
this Note or any other Loan Document or any other obligation of the Maker to the
Payee. All rights and

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remedies as set forth in the Loan  Documents are  cumulative  and concurrent and
may be pursued in a commercially  reasonable  manner,  singly,  successively  or
together,  at the sole  discretion  of Payee,  and may be  exercised as often as
occasion  therefore shall arise.  Such remedies are not exclusive,  and Payee is
entitled to all remedies provided at law or equity, whether or not expressly set
forth therein.  No act, or omission or commission or waiver of Payee,  including
specifically  any failure to exercise any right,  remedy or  recourse,  shall be
effective unless set forth in a written document executed by Payee and then only
to the extent  specifically  recited therein. A waiver or release with reference
to one event shall not be construed as  continuing,  as a bar to, or as a waiver
or release of, any  subsequent  right,  remedy or recourse as to any  subsequent
event.

         Right of Set-off.  Neither the Maker, any co-signer,  endorser,  surety
nor guarantor  shall have any right of set-off against the Payee under this Note
or under any Loan  Document  executed in connection  with the loan  evidenced by
this Note.  In addition to the  remedies  provided for herein,  the Maker,  each
co-signer, endorser, surety or guarantor grants to the Payee a security interest
in any funds or other assets from time to time on deposit with or in  possession
of the Payee, and the Payee may, at any time set-off the indebtedness  evidenced
by this Note against any such funds or other  assets,  including but not limited
to,  all  money  owed by Payee to Maker,  each  co-signer,  endorser,  surety or
guarantor  whether  or not due.  Maker,  each  co-signer,  endorser,  surety  or
guarantor  acknowledge and agree that Payee may exercise its right of set-off to
pay all or any part of the outstanding  principal  balance and accrued  interest
owed on this Note or on any other  obligation  of the Maker to the Payee against
any  obligation  Payee may have, now or hereafter,  to pay money to Maker,  each
co-signer, endorser, surety or guarantor. This right of set-off includes, but is
not limited to, the following:

                  (a) Any deposit,  account balance,  securities account balance
or certificate of deposit balance Maker has with Payee whether special, general,
time, savings, checking or NOW account; and

                  (b) Any money owing to Maker on an item  presented to Payee or
in Payee's possession for collection or exchange; and

                  (c)  Any  repurchase   agreement  or  any  other   non-deposit
obligation or any credit in favor of Maker.

If any such money is also  owned by some other  person who has not agreed to pay
this Note (such as  another  depositor  on a joint  account),  Payee's  right of
set-off will extend to the amount  which could be withdrawn or paid  directly to
Maker on Maker's request,  endorsement or instruction alone. In addition, (where
Maker may obtain  payment  from Payee  only with the  endorsement  or consent of
someone  who has not agreed to pay this  Note),  Payee's  right of set-off  will
extend to Maker's interest in the obligation.  Payee's right of set-off will not
apply to any account if it clearly  appears that  Maker's  rights in the account
are solely as a fiduciary for another or to any account, which by its nature and
applicable  law (for example an IRA or other tax deferred  retirement  account),
must be exempt from the claims of creditors.  Maker hereby appoints Payee as its
attorney-in-fact  and  authorizes  Payee to  redeem  or  obtain  payment  on any
certificate of deposit in which Maker has an

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interest  in order to exercise  Payee's  right of  set-off.  Such  authorization
applies  to any  certificate  of  deposit  even if not  matured.  Maker  further
authorizes  Payee to assess and withhold any early  withdrawal  penalty  without
liability  against  Payee in the event such penalty is applicable as a result of
Payee's set-off against a certificate of deposit prior to its maturity.

                  Payee's  right of set-off  may be  exercised  upon an Event of
Default:

                 (a)  With  immediate notification to Maker  of such setoff; and

                 (b)  Without regard to the existence or value of any collateral
                      securing this Note; and

                 (c)  Without regard  to the number or  creditworthiness  of any
                      other persons who have agreed to pay this Note.

Payee will not be liable for  dishonor  of a check or other  request for payment
where there is  insufficient  funds in the account (or other  obligation) to pay
such request because of Payee's  exercise of its right of set-off.  Maker agrees
to indemnify and hold Payee  harmless from any person's  claims,  arising as the
result of Payee's right of set-off and the costs and expenses, including without
limitation, attorneys' fees.

         Collection  Expenses.  All  parties  liable for the payment of the Note
agree to pay the Payee all costs incurred by the Payee, whether or not an action
be brought, in collecting the sums due under the Note, enforcing the performance
and/or protecting its rights under the Loan Documents and in realizing on any of
the security for the Note.  Such costs and expenses shall  include,  but are not
limited to, filing fees,  costs of publication,  deposition  fees,  stenographer
fees, witness fees and other court and related costs. Sums advanced by the Payee
for the payment of collection  costs and expenses  shall accrue  interest at the
Penalty Rate, from the time they are advanced or paid by the Payee, and shall be
due and  payable  upon  payment by Payee  without  notice or demand and shall be
secured by the lien of the Loan Documents.

         Attorneys'  Fees.  All parties liable for the payment of the Note agree
to pay the Payee  reasonable  attorneys' fees incurred by the Payee,  whether or
not an action be brought,  in collecting the sums due under the Note,  enforcing
the  performance  and/or  protecting  its rights under the Loan Documents and in
realizing on any of the security for the Note. Such  reasonable  attorneys' fees
shall  include,  but not be limited to, fees for  attorneys,  paralegals,  legal
assistants,  and  expenses  incurred  in  any  and  all  judicial,   bankruptcy,
reorganization,  administrative,  receivership,  or other proceedings  effecting
creditor's  rights and  involving a claim  under the Note or any Loan  Document,
which such proceedings may arise before or after entry of a final judgment. Such
fees shall be paid  regardless  whether  suit is brought  and shall  include all
reasonable  fees incurred by Payee at all trial and appellate  levels  including
bankruptcy  court. Sums advanced by the Payee for the payment of attorneys' fees
shall be due and  payable  upon  payment by Payee  without  notice or demand and
shall be secured by the lien of the Loan Documents.

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         Waiver and Consent.  By the making, signing, endorsement or guaranty of
this Note:

                  (a) Maker and each  co-signor,  endorser,  surety or guarantor
waive protest,  presentment for payment, notice of dishonor, notice of intent to
accelerate and notice of acceleration;

                  (b) Each co-signer,  endorser, surety or guarantor consents to
any renewals or extensions of time for payment on this Note;

                  (c) Maker and each  co-signor,  endorser,  surety or guarantor
consents to Payee's release of any co-signer, endorser, surety or guarantor;

                  (d) Maker and each  co-signor,  endorser,  surety or guarantor
waive and consent to the release,  substitution  or impairment of any collateral
securing this Note;

                  (e) Each co-signer,  endorser, surety or guarantor consents to
any modification of the terms of this Note or any other Loan Document;

                  (f) Maker and each  co-signor,  endorser,  surety or guarantor
consent to any and all sales,  repurchases and participations of this Note to or
by any  person  or  entity  in any  amounts  and  waive  notice  of such  sales,
repurchases and participations of this Note;

                  (g) Maker and each  co-signor,  endorser,  surety or guarantor
consent to Payee's right of set-off as well as any participating bank's right of
set-off;

                  (h) Maker and each  co-signor,  endorser,  surety or guarantor
waive the right of exemption under the Constitution and the laws of the State of
Florida; and

                  (i) Maker and each  co-signor,  endorser,  surety or guarantor
promise to pay all  collection  costs,  including  reasonable  attorneys'  fees,
whether incurred in connection with collection, trial, appeal or otherwise.

         Usury  Limitation.  The  parties  agree and  intend to comply  with the
applicable usury law, and notwithstanding anything contained herein or in any of
the Loan  Documents,  or other  document  related to the loan  evidenced by this
Note,  the  effective  rate of interest to be paid on this Note  (including  all
costs,  charges and fees which are  characterized  as interest under  applicable
law) shall not exceed the  maximum  contract  rate of interest  permitted  under
applicable  law, as it exists from time to time.  Payee  agrees not to knowingly
collect or charge  interest  (whether  denominated  as fees,  interest  or other
charges)  which will render the interest  rate  hereunder  usurious,  and if any
payment of interest or fees by Maker to Payee would  render this Note  usurious,
Maker  agrees to give  Payee  written  notice of such fact with or in advance of
such payment.  If Payee should  receive any payment which  constitutes  interest
under  applicable  law in excess of the maximum  lawful  contract rate permitted
under applicable law (whether  denominated as interest,  fees or other charges),
the amount

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of interest received in excess of the maximum lawful rate shall automatically be
applied  to  reduce  the  principal  balance,  regardless  of  how  such  sum is
characterized or recorded by the parties.

         Joint and  Several.  The  obligations  of this Note  shall be joint and
several.  The Maker and all endorsers and all persons liable or to become liable
on this Note  consent  to any and all  renewals  and  extensions  of the time of
payment  hereof  and  further  agree  that at any time the terms of the  payment
hereof may be modified without affecting the liability of any party to this Note
or any  person  liable or to become  liable  with  respect  to any  indebtedness
evidenced thereby.

         No Obligation to Extend.  Except as provided in this Note, on or before
the Maturity Date,  Maker must repay the entire  principal  balance of this Note
and  unpaid  interest  then  due.  The  Payee  shall be under no  obligation  to
refinance the Note at maturity. Maker will therefore be required to make payment
out of other assets  Maker may own, or Maker will have to find a lender  willing
to lend the money at prevailing market rates,  which may be considerably  higher
than the interest rate on this Note.

         Disclaimer of Relationship.  The Maker  and all  co-signers, endorsers,
sureties and guarantors, if any, to this obligation acknowledge that:

                  (a)  The  relationship   between  the  Payee,  Maker  and  any
co-signer,  endorser,  surety or guarantor is one of creditor and debtor and not
one of partner or joint venturer;

                  (b) There exists no  confidential  or  fiduciary  relationship
between  Payee and  Maker  and any  co-signer,  endorser,  surety  or  guarantor
imposing a duty of disclosure upon the Payee; and

                  (c) The Maker and any co-signer, endorser, surety or guarantor
have not relied on any  representation  of the Payee regarding the merits of the
use of proceeds of the loan.

Maker and any co-signer,  endorser, surety or guarantor waive any and all claims
and causes of action  which exist now or may exist in the future  arising out of
any breach or alleged  breach of a duty on the part of the Payee to disclose any
facts material to this loan transaction and the use of the proceeds.

         Place of Execution;  Choice of Law and Venue. This Note is executed and
delivered  in the State of  Georgia,  and shall be  governed  by the Laws of the
State of Florida,  and the United  States of America,  whichever the context may
require or permit.  The Maker and all  guarantors,  if any,  to this  obligation
expressly agree that proper venue for any action which may be brought under this
Note in  addition to any other venue  permitted  by law shall be Orange  County,
Florida.  Should Payee  institute any action under this Note,  the Maker and all
guarantors,  if any, hereby submit  themselves to the  jurisdiction of any court
sitting in Florida.


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         Severability. If any provision of this Note shall be held unenforceable
or void,  then such  provision  shall be  deemed  severable  from the  remaining
provisions  and  shall in no way  affect  the  enforceability  of the  remaining
provisions nor the validity of this Note.

         Maker and  Payee  Defined.  The term  "Maker"  includes  each and every
person  or  entity  signing  this  Note and any  co-signers,  guarantors,  their
successors  and  assigns.  The term  "Payee"  shall  include  the  Payee and any
transferee and assignee of Payee or other holder of this Note.

         Captions  and  Pronouns.  The  captions  and  headings  of the  various
sections of this Note are for  convenience  only, and are not to be construed as
confining or limiting in any way the scope or intent of the  provisions  hereof.
Whenever the context requires or permits, the singular shall include the plural,
the plural shall include the singular,  and the  masculine,  feminine and neuter
shall be freely interchangeable.

         Receipt of Copy. By signing this Note, Maker  acknowledges  that it was
read by Maker prior to execution and a copy was received by Maker.

         Time  of the  Essence.  Time is of the  essence  with  respect  to each
provision in this Note where a time or date for performance is stated.  All time
periods or dates for performance stated in this Note are material  provisions of
this Note.

         Waiver  of  Trial by  Jury.  The  Maker  hereby,  and the  Payee by its
acceptance of this Note,  knowingly,  voluntarily  and  intentionally  waive the
right  either may have to a trial by jury in respect to any  litigation  arising
out of, under,  or in connection with this Note and all Loan Documents and other
agreements  executed or contemplated to be executed in connection  herewith,  or
arising out of, under,  or in connection  with any course of conduct,  course of
dealing,  statements  (whether  verbal or  written)  or action of either  party,
whether in  connection  with the making of the loan,  collection of the loan, or
otherwise. This provision is a material inducement for the Payee making the loan
evidenced by this Note.

         Total Liability of Maker.  Notwithstanding  anything to the contrary in
the Loan  Documents,  the total liability of each Maker under the Loan Documents
shall not exceed the amount  disbursed  to or on behalf of such Maker,  together
with interest costs and attorney fees.


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         IN WITNESS  WHEREOF,  Maker has executed and delivered this  instrument
this day and year first above written.

                                         CARROLL FULMER & COMPANY, INC.,
                                         a Florida corporation


                                         By: /s/ Philip A. Belyew
                                         Philip A. Belyew,
                                         Chairman of the Board


                                         CAROLINA PACIFIC DISTRIBUTORS, INC.,
                                         a North Carolina corporation


                                         By: /s/ Philip A. Belyew
                                         Philip A. Belyew,
                                         Chairman of the Board



                                         CAPITOL WAREHOUSE, INC.,
                                         a Kentucky corporation


                                         By: /s/ Philip A. Belyew
                                         Philip A. Belyew,
                                         Chairman of the Board



                                         SERVICE EXPRESS, INC.,
                                         an Alabama corporation


                                         By: /s/ Philip A. Belyew
                                         Philip A. Belyew,
                                         Chairman of the Board

                                                 "Maker"




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STATE OF GEORGIA

COUNTY OF ________________

         The foregoing  instrument was acknowledged  before me this _____ day of
December,  1997, by Philip A. Belyew, as Chairman of the Board of Carroll Fulmer
& Company,  Inc., a Florida  corporation,  on behalf of the  corporation.  He is
personally  known  to  me or  has  produced  _______________________________  as
identification.


                                         ------------------------------------
                                         Notary Public
                                         My Commission Expires:


STATE OF GEORGIA

COUNTY OF _____________

         The foregoing  instrument was acknowledged  before me this _____ day of
December,  1997,  by Philip A.  Belyew,  as  Chairman  of the Board of  Carolina
Pacific  Distributors,  Inc.,  a North  Carolina  corporation,  on behalf of the
corporation.    He   is    personally    known    to   me   or   has    produced
_______________________________ as identification.


                                         ------------------------------------
                                         Notary Public
                                         My Commission Expires:




                                       11

<PAGE>


STATE OF GEORGIA

COUNTY OF _____________

         The foregoing  instrument was acknowledged  before me this _____ day of
December,  1997,  by Philip  A.  Belyew,  as  Chairman  of the Board of  Capitol
Warehouse,  Inc., a Kentucky  corporation,  on behalf of the corporation.  He is
personally  known  to  me or  has  produced  _______________________________  as
identification.


                                         ------------------------------------
                                         Notary Public
                                         My Commission Expires:


STATE OF GEORGIA

COUNTY OF _____________

         The foregoing  instrument was acknowledged  before me this _____ day of
December,  1997,  by Philip  A.  Belyew,  as  Chairman  of the Board of  Service
Express,  Inc.,  an Alabama  corporation,  on behalf of the  corporation.  He is
personally  known  to  me or  has  produced  _______________________________  as
identification.


                                         ------------------------------------
                                         Notary Public
                                         My Commission Expires:





                                       12

<PAGE>



                                     ALLONGE


           THIS ALLONGE,  made the day and year set forth below,  is attached to
and made a part of that certain  revolving  credit note (the "Note") dated as of
December 18, 1997 in the original  principal  amount of TWENTY  MILLION  DOLLARS
($20,000,000.00) made by CARROLL FULMER & COMPANY,  INC., a Florida corporation,
whose  address  is P. O.  Box  5000,  Groveland,  Florida  34736-5000  ("Carroll
Fulmer") and CAROLINA PACIFIC DISTRIBUTORS,  INC., a North Carolina corporation,
whose address is 5625 Surrett Drive  Extension,  Archdale,  North Carolina 27263
("Carolina Pacific") and CAPITOL WAREHOUSE, INC., a Kentucky corporation,  whose
address is 403 W. Main Street,  Frankfurt,  Kentucky 40601 ("Capitol Warehouse")
and SERVICE EXPRESS,  INC., an Alabama  corporation,  whose address is P. O. Box
1009,  Tuscaloosa,  Alabama 35403 ("Service Express") (Carroll Fulmer,  Carolina
Pacific, Capitol Warehouse and Service Express are together hereinafter referred
to as the "Maker"), in favor of AMSOUTH BANK, a bank organized under the laws of
Alabama,  whose address is Post Office Box 588001,  Orlando,  Florida 32858 (the
"Payee").

           1. Maker is hereby  re-defined  to include the  undersigned  together
with Carroll Fulmer,  Carolina Pacific,  Capitol Warehouse,  Service Express and
together with all  subsidiaries of Transit Group,  Inc., a Florida  corporation,
which subsequently enter into an Allonge to the Note.

           2. Except as modified  in this  Allonge,  all other terms of the Note
shall  remain in full  force  and  effect.  The  undersigned  hereby  covenants,
reaffirms  and  ratifies  its  obligation  to  repay  the  Note to the  Payee in
accordance with the terms of the original Note, as modified or restated.

           IN WITNESS  WHEREOF,  the undersigned has executed and delivered this
Allonge as of the 14th day of January, 1998.

Signed, sealed and delivered             RAINBOW TRUCKING SERVICE, INC.,
in the presence of:                      an Indiana corporation


                                         By: /s/ Philip A. Belyew
                                         Philip A. Belyew,
                                         Chairman of the Board