EXHIBIT 2.1


                      AGREEMENT AND PLAN OF REORGANIZATION


                           CERTIFIED TRANSPORT, INC.
                                      and
                            VENTURE LOGISTICS, INC.


                               DATED: May 5, 1998



<PAGE>

                               TABLE OF CONTENTS


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

2.       PLAN OF REORGANIZATION...................................4
         ----------------------
         2.1      THE MERGER......................................4
         2.2      FRACTIONAL SHARES...............................6
         2.3      EFFECTS OF THE MERGER...........................6
         2.4      TAX-FREE REORGANIZATION.........................6
         2.5      PURCHASE ACCOUNTING TREATMENT...................7
         2.6      WAIVER OF DISSENTERS RIGHTS.....................7
         2.7      LOAN TO JAMES ARNOLD............................7
         2.8      RESTRICTED SHARES...............................7

3.       REPRESENTATIONS AND WARRANTIES OF SELLERS................7
         -----------------------------------------
         3.1      ORGANIZATION AND GOOD STANDING..................7
         3.2      AUTHORITY; NO CONFLICT..........................8
         3.3      CAPITALIZATION..................................9
         3.4      FINANCIAL STATEMENTS............................9
         3.5      BOOKS AND RECORDS..............................10
         3.6      TITLE TO PROPERTIES; ENCUMBRANCES..............10
         3.7      CONDITION AND SUFFICIENCY OF ASSETS............10
         3.8      ACCOUNTS RECEIVABLE............................10
         3.9      NO UNDISCLOSED LIABILITIES.....................11
         3.10     TAXES..........................................11
         3.11     NO MATERIAL ADVERSE CHANGE.....................11
         3.12     EMPLOYEE BENEFITS..............................12
         3.13     COMPLIANCE.....................................12
         3.14     LITIGATION.....................................12
         3.15     ABSENCE OF CHANGES.............................13
         3.16     CONTRACTS; NO DEFAULTS.........................14
         3.17     INSURANCE......................................14
         3.18     ENVIRONMENTAL MATTERS..........................15
         3.19     EMPLOYEES; INDEPENDENT CONTRACTORS.............16
         3.20     LABOR RELATIONS; COMPLIANCE....................16
         3.21     INTELLECTUAL PROPERTY..........................17
         3.22     RELATIONSHIPS WITH RELATED PERSONS.............17
         3.23     BROKERS OR FINDERS.............................18
         3.24     DISCLOSURE.....................................18
         3.25     INVESTMENT REPRESENTATION......................18
<PAGE>

4.       REPRESENTATIONS AND WARRANTIES OF TGI AND NEWCO.........18
         -----------------------------------------------
         4.1      ORGANIZATION AND GOOD STANDING.................18
         4.2      AUTHORITY; NO CONFLICT.........................18
         4.3      CERTAIN PROCEEDINGS............................19
         4.4      SECURITIES COMPLIANCE..........................19
         4.5      ORGANIZATION AND GOOD STANDING.................19
         4.6      AUTHORITY; NO CONFLICT.........................19
         4.7      CERTAIN PROCEEDINGS............................20
5.       CLOSING.................................................20
         -------
         5.1      CLOSING........................................20
         5.2      CLOSING OBLIGATIONS............................20

6.       INDEMNIFICATION; REMEDIES...............................22
         -------------------------
         6.1      SURVIVAL; RIGHT TO INDEMNIFICATION NOT 
                  AFFECTED BY KNOWLEDGE..........................22
         6.2      INDEMNIFICATION AND PAYMENT OF DAMAGES
                  BY SELLERS.....................................22
         6.3      INDEMNIFICATION AND PAYMENT OF DAMAGES
                  BY TGI.........................................22
         6.4      TIME LIMITATIONS...............................23
         6.5      ESCROW.........................................23
         6.6      PROCEDURE FOR INDEMNIFICATION--THIRD 
                  PARTY CLAIMS...................................23
         6.7      PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS....25
         6.8      LIMITATION.....................................25
         6.9      RELEASE OF GUARANTEES..........................25

7.       GENERAL PROVISIONS......................................25
         ------------------
         7.1      EXPENSES.......................................25
         7.2      PUBLIC ANNOUNCEMENTS...........................25
         7.3      CONFIDENTIALITY................................25
         7.4      NOTICES........................................26
         7.5      FURTHER ASSURANCES.............................27
         7.6      WAIVER.........................................27
         7.7      ENTIRE AGREEMENT AND MODIFICATION..............27
         7.8      DISCLOSURE LETTER..............................27
         7.9      ASSIGNMENTS, SUCCESSORS, AND NO 
                  THIRD-PARTY RIGHTS.............................27
         7.10     SEVERABILITY...................................28
         7.11     SECTION HEADINGS, CONSTRUCTION.................28
         7.12     TIME OF ESSENCE................................28
         7.13     GOVERNING LAW..................................28
         7.14     COUNTERPARTS...................................28

<PAGE>

Exhibits and Schedules

         Exhibit "A"       --.......Articles of Merger
         Exhibit "B"       --.......Employment Agreements
         Exhibit "C"       --.......Noncompetition Agreement
         Exhibit "D"       --.......Escrow Agreement
         Exhibit "E"       --.......Subscription Agreement
         Exhibit "F"       --.......Promissory Note
         Exhibit "G"       --.......Stock Pledge Agreement
         Exhibit "H"       --.......Lease Agreement
         Exhibit "I"       --.......Arnold Promissory Note


<PAGE>

                      Agreement and Plan of Reorganization


         This Agreement and Plan of Reorganization  ("Agreement") is made as of
May 5, 1998, by and between Transit Group, Inc., a Florida corporation ("TGI"),
Certified  Acquisition  Corp.,  an  Indiana  corporation  ("Newco"),  Certified
Transport, Inc., an Indiana corporation ("Certified"), Venture Logistics, Inc.,
an  Indiana   corporation   ("Venture"   and  together  with   Certified,   the
"Companies"), and James Arnold, William T. Keywan and M. Douglas Williams, each
a resident of the State of Indiana (individually a "Seller" and,  collectively,
the  "Sellers").  TGI, the Companies and the Sellers are sometimes  referred to
herein individually as a "Party," and collectively as the "Parties".

                                    RECITALS

         A. The Parties  intend that,  subject to the terms and  conditions set
forth herein, Newco and Venture will merge with and into Certified in a reverse
triangular   merger  (the  "Merger"),   with  Certified  to  be  the  surviving
corporation  of the Merger,  all pursuant to the terms and  conditions  of this
Agreement,  the  Articles  of Merger  substantially  in the form of Exhibit "A"
hereto (the "Articles of Merger") and the applicable  provisions of the laws of
Indiana.

         B. Upon the effectiveness of the Merger,  all the outstanding  capital
stock of the each of the Companies will be converted into capital stock of TGI,
in the  manner  and on the  basis  determined  herein  and as  provided  in the
Articles of Merger.

         C. The Merger is intended to be treated as a "purchase" for accounting
purposes and a tax-free  reorganization  pursuant to the  provisions of Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"),  by
virtue of the provisions of Section 368(a)(2)(D) of the Code.

         D. Sellers are the sole shareholders of the Companies.

                                   AGREEMENT

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

         1.       DEFINITIONS

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

<PAGE>

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

         "March 31 Balance Sheet"--as defined in Section 3.4.

         "Closing"--as defined in Section 5.1.

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

         "Companies"--collectively  the Companies identified in the Recitals to
this Agreement together with each Subsidiary.

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

         (a)  the Merger of Newco, Venture and Certified;

         (b)  the  execution,  delivery,  and  performance  of  the  Employment
Agreements,  the Noncompetition Agreements, the Subscription Agreements and the
Escrow Agreement; and

         (c) the  performance  by TGI, the  Companies  and the Sellers of their
respective covenants and obligations under this Agreement.

         "Damages"--as defined in Section 6.2.

         "Effective Time" --the effective time of the Merger as defined in 
Section 2.1.

         "Employment Agreements"--as defined in Section 5.2(a)(iii).

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

         (a)  advising  appropriate  authorities,  employees,  and the public of
intended or actual releases of pollutants or hazardous substances or materials,
violations of discharge limits, or other  prohibitions and of the commencements
of activities,  such as resource  extraction or  construction,  that could have
significant impact on the environment;

         (b)  preventing  or  reducing  to  acceptable  levels  the  release of
pollutants or hazardous substances or materials into the environment;

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

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

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

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

         "Escrow Agreement" --as defined in Section 5.2(a)(v).

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

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

         "Merger"--as defined in the Recitals hereto.

         "Noncompetition Agreements"--as defined in Section 5.2(a)(iv).

         "Occupational  Safety and Health Law"--any law or regulation  designed
to provide  safe and  healthy  working  conditions  and to reduce  occupational
safety and health  hazards,  and any program,  whether  governmental or private
(including  those  promulgated  or  sponsored  by  industry   associations  and
insurance   companies),   designed  to  provide  safe  and  healthful   working
conditions.

         "Securities Act"--the Securities Act of 1933 or any successor law, and
regulations and rules issued pursuant to that act or any successor law.

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

         "Subsidiary"  or  "Subsidiaries"--means   Certified  Transport,   LLC,
Venture Logistics, LLC and Ontario, Ltd.

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

<PAGE>

         2.  PLAN OF REORGANIZATION

         2.1 THE MERGER. Subject to the terms and conditions of this Agreement,
the  Articles of Merger will be filed with the  Secretary of State of the State
of Indiana on the Closing  Date.  The date and time that the Articles of Merger
are filed with the Indiana  Secretary of State and the Merger  thereby  becomes
effective  will be  referred  to in this  Agreement  as the  "Effective  Time."
Notwithstanding  the Effective  Time of the Merger,  the Parties agree that for
all  accounting  purposes,  the Merger shall be deemed to occur as of April 30,
1998, and the results of operations and all other rights and benefits  accruing
to the Companies after April 30, 1998 shall be for the account of the surviving
corporation.  Subject to the terms and  conditions  of this  Agreement  and the
Articles of Merger, Newco and Venture will be merged with and into Certified in
a statutory  merger  pursuant to the Articles of Merger and in accordance  with
applicable provisions of Indiana law as follows:

        2.1.1  (a)      Conversion  of Certified  Common Stock.  Each
share of  common  stock of  Certified,  no par  value  (the  "Certified  Common
Stock"),  that is issued and  outstanding  immediately  prior to the  Effective
Time,  will,  by virtue of the Merger  and at the  Effective  Time and  without
further action on the part of any holder  thereof,  be converted into the right
to receive (i) 2,524.77 shares of fully paid and nonassessable  common stock of
TGI, $.01 par value per share ("TGI Common Stock"); and (ii) cash consideration
in  the  amount  of  $1,333.33  per  share.  The  aggregate  $400,000  in  cash
consideration shall be paid to the Sellers who are shareholders of Certified in
cash at Closing,  by wire transfer or certified check. The Sellers have elected
and instructed TGI to allocate all of the cash  consideration to William Keywan
and to therefore  disproportionately allocate the stock consideration among the
shareholders  of Certified.  The total number of shares of TGI Common Stock and
cash  consideration  into which each Seller's shares of Certified  Common Stock
will be converted is set forth below:

 Seller                    Cash                       TGI Stock
 ------                    ----                       ---------

William Keywan             $400,000                    345,725
James Arnold                    -0-                    411,705

    (b)      Conversion of Venture Common Stock.  Each share of common stock of 
Venture,  no par  value  (the  "Venture  Common  Stock"),  that is  issued  and 
outstanding immediately  prior to the Effective Time,  will, by virtue of the 
Merger and at the  Effective  Time and  without  further  action  on the  part 
of any  holder thereof,  be  converted  into the right to receive (i)  3,147.35 
shares of TGI Common Stock, for a total of 314,735 shares of TGI Common Stock
to be issued to M.  Douglas  Williams  as the  sole  shareholder  of  Venture; 
and  (ii)  cash consideration in the amount of $4,000.00 per share.  The 
aggregate  $400,000 in cash  consideration  shall be paid to M. Douglas 
Williams as the shareholder of Venture in cash at Closing, by wire transfer or
certified check.

<PAGE>

     (c)      Earn-Out.  In addition,  the Sellers shall have the potential to
receive,  and TGI will reserve on its books and records,  up to an additional 
270,512 shares of TGI  restricted  Common  Stock in the event that the fiscal
1998 pre-tax net profits of the Companies  reaches certain targets as set forth
below (using GAAP and calculated based on the Companies'  historical  method of
operations and excluding (i) any benefits attributable to synergies contributed
by  TGI,  such as cost  savings,  decreased  interest  charges  and  purchasing
improvements,  other  than  synergies  related  to  the  Companies'  change  in
accounting  methods from cash basis to accrual  basis ; and (ii) any  increased
expenses or charges  attributable to post-closing  operations by TGI outside of
the ordinary course for the Companies.  The additional shares, if any, shall be
issued to the Sellers within  fifteen (15) days after TGI's  calculation of the
Companies  pre-tax net profits is deemed  final as provided in 2.1.1(d)  below,
and shall be allocated among the Sellers  equally.  The share amounts set forth
below shall be appropriately  adjusted for any stock split,  stock combination,
stock  dividend  or  other  recapitalization  or  reorganization  prior  to the
issuance  thereof.  In the event of the merger or sale of substantially  all of
the stock or assets of TGI prior to December  31,  1998,  the Sellers  shall be
entitled to receive the full 270,512 shares of TGI common stock, whether or not
the applicable earnings targets have been met.
                                           Additional Shares
Pre-Tax Profits                              To Be Issued

$1.3 million or less                           0
Greater than $1.3 million                      37,935
Greater than $1.4 million                      99,791
Greater than $1.5 million                      161,646
Greater than $1.6 million                      223,502
Greater than $1.7 million                      270,512


     (d)      Dispute  Resolution.  Within  ninety  (90)  days  following  the
end of the Companies'  1998 fiscal year, TGI shall calculate and deliver to the
Sellers a report showing the Companies'  pre-tax net profit,  calculated in the
manner described above. On or prior to the thirtieth (30th) day thereafter, the
Sellers  may give  TGI a  written  notice  stating  in  reasonable  detail  any
objections the Sellers may have to the  calculation  of pre-tax net profit.  If
the Sellers do not give TGI such notice  within said 30-day time  period,  then
TGI's  calculation  of pre-tax net profit will be conclusive and binding on the
parties. If the Sellers do give TGI notice of an objection to such calculation,
then the Sellers and TGI will attempt  amicably to resolve the items in dispute
and any such agreement  will be conclusive  and binding on the parties.  If the
Sellers and TGI do not resolve all items in dispute,  then such dispute will be
resolved by arbitration in Nashville,  Tennessee  (unless the Parties  mutually
agree upon a different location) in accordance with the commercial  arbitration
rules of the American Arbitration  Association ("AAA") in as expedited a manner
as is  practicable.  The Sellers  shall  appoint one  arbitrator  and TGI shall
appoint one  arbitrator  within  fifteen  (15)  calendar  days from the date of
submission of the claim to  arbitration,  and the two  arbitrators so appointed
shall appoint a third arbitrator within fifteen (15) days of the appointment of
the  second  arbitrator.  In the  event  that any  party  fails to  appoint  an
arbitrator,  such  appointment  shall be made by the AAA. The prevailing  party
shall be entitled to recover the cost of their respective attorneys,  witnesses
and experts in connection with such arbitration.

<PAGE>
         2.1.2 Conversion of Newco Shares.  Each share of Newco Common
Stock,  par value $0.01 ("Newco Common Stock"),  that is issued and outstanding
immediately  prior to the  Effective  Time,  will,  by virtue of the Merger and
without  further  action  on the  part of the sole  shareholder  of  Newco,  be
converted  into and  become  one  share of  common  stock of  Certified  as the
surviving corporation,  which shall be the only share of Certified Common Stock
that is issued and outstanding immediately after the Effective Time.

         2.2  FRACTIONAL  SHARES.  De  minimis  adjustments  may be made to the
relative amounts of cash and TGI stock to avoid fractional shares of TGI Common
Stock.

         2.3 EFFECTS OF THE MERGER.  At the  Effective  Time:  (a) the separate
existence of Venture and Newco will cease and each of Venture and Newco will be
merged with and into Certified, and Certified will be the surviving corporation
pursuant  to the  terms  of  the  Articles  of  Merger;  (b)  the  Articles  of
Incorporation  and Bylaws of Newco will be the  Articles of  Incorporation  and
Bylaws  of the  surviving  corporation,  provided  that such  Articles  will be
amended to change the name of Newco to "Certified  Transport,  Inc.";  (c) each
share of Newco Common Stock outstanding immediately prior to the Effective Time
will be converted  as provided in Section  2.1.2  above;  (d) the  directors of
Newco in effect at the Effective Time will be the directors of Certified as the
surviving corporation,  and the officers of Newco will be the officers of Newco
as the  surviving  corporation;  (e) each share of  Certified  Common Stock and
Venture Common Stock  outstanding  immediately prior to the Effective Time will
be converted  as provided in Section  2.1.1;  and (f) the Merger  will,  at and
after the Effective Time, have all of the effects provided by applicable law.

         2.4  TAX-FREE  REORGANIZATION.   The  Parties  intend  to  adopt  this
Agreement as a tax-free plan of reorganization  and to consummate the Merger in
accordance with the provisions of Section 368(a)(1)(A) of the Code. The Parties
believe that the value of the TGI Common Stock and the cash consideration to be
received  by the  Sellers in the Merger is equal to the value of the  Certified
Common  Stock  and the  Venture  Common  Stock to be  surrendered  in  exchange
therefor.  The TGI Common Stock  issued in the Merger will be issued  solely in
exchange for the Certified  Common Stock and Venture Common Stock, and no other
transaction other than the Merger represents, provides for or is intended to be
an adjustment to, the consideration paid for the Certified Common Stock and the
Venture  Common  Stock.  TGI  represents  now, and as of the  Closing,  that it
presently  intends  to  continue  the  Companies'  historic  business  or use a
significant  portion of the Companies'  business assets in a business.  Sellers
represent  that they have no plan or intention  to sell,  exchange or otherwise
dispose of a number of shares of TGI Common  Stock  received in the Merger that
would reduce the value of the  Sellers'  TGI Common  Stock in the  aggregate to
less than fifty  percent  (50%) of the value of the stock on the Closing  Date.
Sellers  acknowledge  that they have received their own  independent tax advice
and counsel with respect to the Merger and the transactions contemplated herein
and are not relying on representations made by TGI or its counsel,  accountants
or advisors with respect thereto.

<PAGE>

         2.5      PURCHASE  ACCOUNTING  TREATMENT.  The Parties  intend that
the Merger be treated as a  "purchase" for accounting purposes.

         2.6 WAIVER OF DISSENTERS RIGHTS. Each of the Sellers hereby waives any
and all rights such  shareholder  has to dissent from the Merger under  Indiana
law.

         2.7 LOAN TO JAMES ARNOLD. TGI agrees to deliver to James Arnold on the
Closing Date, in exchange for, and in accordance  with the terms and conditions
of, the  Promissory  Note,  which  shall be secured by Mr.  Arnold's  pledge of
65,979 shares of TGI Common Stock,  the sum of US Four Hundred Thousand Dollars
($400,000).  The  Promissory  Note shall bear  interest  at a rate of eight and
one-half  percent (8.5%) per annum and shall be payable in accordance  with the
terms set forth therein. The Parties acknowledge that the loan described herein
is not intended to serve as additional merger  consideration and is intended to
be repaid in cash in accordance with its terms.

         2.8 RESTRICTED  SHARES. The shares of TGI Common Stock to be issued to
the Sellers in  connection  with the Merger have not been  registered  with the
Securities  and  Exchange  Commission,  and  therefore  may  not be sold by the
Sellers except pursuant to an exemption from registration.  Upon receipt by TGI
of a letter from legal  counsel to the Sellers  stating that such shares may be
freely sold under Rule 144(k) of the  Securities  Act of 1933, TGI will reissue
the certificate for said shares without the restrictive legend therefor.

         3.       REPRESENTATIONS AND WARRANTIES OF SELLERS

         Sellers represent and warrant to TGI as follows:

         3.1      ORGANIZATION AND GOOD STANDING.

         (a) Schedule 3.1 hereto  contains a statement  of the  Companies'  and
each  Subsidiary's   jurisdiction  of  incorporation,   a  list  of  all  other
jurisdictions in which it is authorized to do business.  The Companies and each
Subsidiary are duly organized, validly existing, and in good standing under the
laws of its  jurisdiction  of  incorporation,  with  full  corporate  power and
authority to conduct its business as it is now being  conducted,  to own or use
the  properties  and assets that it purports to own or use,  and to perform all
its obligations under its contracts. The Companies and each Subsidiary are duly
qualified to do business as a foreign corporation and is in good standing under
the laws of each state or other  jurisdiction  in which either the ownership or
use of the  properties  owned or used by it, or the  nature  of the  activities
conducted by it, requires such  qualification,  except for those  jurisdictions
where the failure to be so qualified will not have a material adverse effect on
the Companies.

         (b)  Sellers  have   delivered  to  TGI  copies  of  the  Articles  of
Incorporation  and Bylaws of the Companies and the Articles of Organization and
Operating Agreements for each Subsidiary, as currently in effect.



         (c) The  Companies  do not own any  equity  or other  interest  in any
company, entity, partnership or joint venture other than the Subsidiaries.
<PAGE>

         3.2      AUTHORITY; NO CONFLICT.

         (a)  This  Agreement   constitutes  the  legal,   valid,  and  binding
obligation of Sellers and the Companies  enforceable against them in accordance
with its terms.  Upon the execution  and delivery by Sellers of the  Employment
Agreements,   the  Escrow  Agreement,   the  Subscription  Agreements  and  the
Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the
Sellers'  Closing  Documents  will  constitute  the legal,  valid,  and binding
obligations  of  Sellers  and  the  Companies,   enforceable  against  them  in
accordance with their respective  terms.  Each of the Sellers and the Companies
has the absolute  and  unrestricted  right,  power,  authority  and capacity to
execute and deliver this  Agreement and the Sellers'  Closing  Documents and to
perform  their  respective  obligations  under this  Agreement and the Sellers'
Closing Documents.

         (b) Neither the  execution  and  delivery  of this  Agreement  nor the
consummation  or  performance  of any of the  Contemplated  Transactions  will,
directly or indirectly (with or without notice or lapse of time):

                  (i)  contravene,  conflict  with, or result in a violation of
         (A) any  provision of the Articles of  Incorporation  or Bylaws of the
         Companies  or any  Subsidiary;  or (B) any  resolution  adopted by the
         board  of  directors  or  the  stockholders  of the  Companies  or any
         Subsidiary;  or (C) any of the material terms or  requirements  of, or
         give any  governmental  body the right to revoke,  withdraw,  suspend,
         cancel, terminate, or modify, any permit or authorization that is held
         by the Companies or any  Subsidiary or that  otherwise  relates to the
         business of, or any of the assets  owned or used by, the  Companies or
         any Subsidiary;  or (D) any material  provision of, or give any person
         the right to declare a default or  exercise  any remedy  under,  or to
         accelerate the maturity or performance of, or to cancel, terminate, or
         modify any contract to which the Companies or any Subsidiary is bound;
         or

                  (ii) result in the imposition or creation of any lien,  claim
         or encumbrance upon or with respect to any of the assets owned or used
         by the Companies or any Subsidiary.

         (c)  Except  as set  forth  in  Schedule  3.2,  neither  Sellers,  the
Companies  nor any  Subsidiary  is or will be required to give any notice to or
obtain  any  consent  from any  person in  connection  with the  execution  and
delivery of this  Agreement or the  consummation  or  performance of any of the
Contemplated Transactions.

<PAGE>

        3.3      CAPITALIZATION.

         (a) The authorized  equity  securities of Certified  consists of 1,000
shares of common  stock,  no par value per share,  of which 300 shares  will be
issued and outstanding as of the Closing Date. The authorized equity securities
of Venture consists of 1,000 shares of common stock, no par value per share, of
which 100 shares will be issued and  outstanding  as of the  Closing  Date (the
issued and  outstanding  shares of Certified and Venture are referred to as the
"Shares").  Sellers  are  and  will  be on the  Closing  Date  the  record  and
beneficial  owners  and  holders  of the  Shares,  free and clear of all liens,
claims or  encumbrances.  As of the Closing  Date,  the shares will be owned of
record as shown on Schedule  3.3.  With the  exception of the Shares (which are
owned by Sellers),  there are no other  outstanding  equity securities or other
securities  of the  Companies.  No legend or other  reference to any  purported
encumbrance appears upon any certificate  representing equity securities of the
Companies.  All of the outstanding equity securities of the Companies have been
duly authorized and validly issued and are fully paid and nonassessable.  There
are no  contracts  relating  to the  issuance,  sale or  transfer of any equity
securities or other securities of the Companies. None of the outstanding equity
securities  or other  securities  of  either  of the  Companies  was  issued in
violation  of the  Securities  Act or any  other  law or  regulation.  With the
exception of its current interest in the Subsidiaries, neither of the Companies
owns, nor does it have any contract to acquire,  any equity securities or other
securities of any person or any direct or indirect equity or ownership interest
in any other business.

         (b) The authorized equity securities of each Subsidiary and the number
of shares of such  Subsidiary  that are  outstanding  are set forth on Schedule
3.3.  Certified will be on the Closing Date the record and beneficial owner and
holder of all of the issued and outstanding stock of each Subsidiary,  free and
clear of all liens,  claims or  encumbrances.  With the exception of the shares
owned by Certified,  there are no other outstanding  equity securities or other
securities  of any  Subsidiary.  No legend or other  reference to any purported
encumbrance  appears upon any certificate  representing  equity securities of a
Subsidiary.  All of the outstanding  equity  securities of each Subsidiary have
been duly  authorized and validly issued and are fully paid and  nonassessable.
There are no  contracts  relating  to the  issuance,  sale,  or transfer of any
equity  securities  or  other  securities  of  any  Subsidiary.   None  of  the
outstanding  equity securities or other securities of any Subsidiary was issued
in  violation  of the  Securities  Act  or any  other  law  or  regulation.  No
Subsidiary  owns,  nor  does  it have  any  contract  to  acquire,  any  equity
securities or other  securities of any person or any direct or indirect  equity
or ownership interest in any other business.

         3.4 FINANCIAL  STATEMENTS.  Sellers have delivered to TGI: (a) audited
balance sheets of Venture Logistics,  LLC, and Certified Transport,  LLC, as at
its fiscal  year end in each of the years 1995  through  1997,  and the related
audited statements of income, changes in stockholders' and members' equity, and
cash flow for each of the fiscal years then ended (such financial statements as
of  December  31,  1997,  are  referred  to  herein  as  the  "1997   Financial
Statements"),  and (b) a balance sheet of the Subsidiaries as at March 31, 1998
(the "March 31 Balance Sheet"). Such financial statements and the notes thereto
fairly present the financial  condition and the results of operations,  changes
in  stockholders'  equity and cash flow of the  Companies as at the  respective
dates of and for the periods referred to in such financial  statements,  all in
accordance with GAAP (except as indicated in the notes  thereto),  consistently
applied  throughout the periods involved  (subject,  in the case of the interim
statements, to normal year-end adjustments).
<PAGE>

         3.5 BOOKS AND  RECORDS.  The books of  account,  minute  books,  stock
record books and other records of each of the  Companies  and each  Subsidiary,
all of which have been made available to TGI, are complete and correct and have
been maintained in all material respects in accordance with applicable law. The
minute books of each of the Companies and each Subsidiary  contain accurate and
complete  records of all  meetings  of,  and  corporate  actions  taken by, the
stockholders, the Boards of Directors and committees of the Boards of Directors
of the  Companies  and  each  Subsidiary,  and no  formal  meeting  of any such
stockholders,  Board of Directors or committee  has been held for which minutes
have not been prepared and are not contained in such minute books.

         3.6  TITLE  TO  PROPERTIES;  ENCUMBRANCES.  Schedule  3.6  contains  a
complete and accurate list of all real property and material  items of personal
property  owned by the  Companies and each  Subsidiary.  Except as set forth in
Schedule 3.6 or as otherwise reflected in the 1997 Financial  Statements or the
March  31  Balance  Sheet,  the  Companies  and  each  Subsidiary  own good and
marketable  title to the properties and assets located in the facilities  owned
or operated by the  Companies  or any  Subsidiary  or reflected as owned in the
books and records of the  Companies  or any  Subsidiary,  including  all of the
properties and assets  reflected in the 1997 Financial  Statements,  and all of
the properties and assets  purchased or otherwise  acquired by the Companies or
any  Subsidiary  since the date  thereof.  All material  properties  and assets
reflected  in the 1997  Financial  Statements  are free and clear of all liens,
claims or  encumbrances  and are not, in the case of real property,  subject to
any use restrictions,  exceptions,  variances,  reservations, or limitations of
any  nature  except,  with  respect  to all such  properties  and  assets,  (a)
mortgages or security  interests shown on the 1997 Financial  Statements or the
March 31 Balance Sheet as securing specified  liabilities or obligations,  with
respect to which no material  default  (or event that,  with notice or lapse of
time or both, would constitute a default) exists, and (b) zoning laws and other
land use restrictions  that do not impair the present or anticipated use of the
property subject thereto.

         3.7  CONDITION  AND  SUFFICIENCY  OF ASSETS.  The  buildings,  plants,
structures,  and equipment owned or leased by the Companies and each Subsidiary
are structurally sound, are in good operating condition and repair (normal wear
and tear  excepted)  and are adequate for the uses to which they are being put,
and none of such  buildings,  plants,  structures,  or  equipment is in need of
maintenance or repairs except for ordinary,  routine  maintenance  and repairs.
The  building,  plants,  structures,  and  equipment  owned  or  leased  by the
Companies and each  Subsidiary are sufficient for the continued  conduct of the
Companies' and each Subsidiary's  businesses after the Closing in substantially
the same manner as conducted  prior to the  Closing,  subject to the receipt by
Certified  of fifty (50)  tractors  currently  on order and normal  turnover in
equipment.

<PAGE>

         3.8  ACCOUNTS  RECEIVABLE.  All  accounts  receivable  of  each of the
Companies  and  each  Subsidiary  as of the  Closing  Date  represent  or  will
represent  valid  obligations  arising  from sales  actually  made or  services
actually performed in the ordinary course of business. Unless paid prior to the
Closing  Date,  the accounts  receivable  are or will be as of the Closing Date
current and  collectible  without resort to  litigation,  net of the respective
reserves shown on the 1997 Financial Statements. There is no contest, claim, or
right  of  set-off  relating  to  the  amount  or  validity  of  such  accounts
receivable,  except  immaterial  amounts  arising  in the  ordinary  course  of
business,  and subject to reconciliation of the Air Cargo account.  The parties
agree that in the event that the Sellers are required to  reimburse  TGI or the
Companies for an uncollected  receivable due to a breach of this representation
and  warranty,  the  amount  of such  receivable  paid by the  Sellers  will be
assigned to the Sellers for collection and receipt.

         3.9 NO  UNDISCLOSED  LIABILITIES.  Except  as noted on  Schedule  3.9,
neither the Companies nor any  Subsidiary  has any  liabilities  or obligations
except for liabilities or obligations reflected or reserved against in the 1997
Financial Statements, the March 31 Balance Sheet or otherwise reflected herein,
and current  liabilities  incurred in the ordinary course of business since the
date thereof.

         3.10     TAXES.

         (a) The Companies and each Subsidiary have filed or caused to be filed
on a timely basis all tax returns  that are or were  required to be filed by or
with  respect to it.  The  Companies  and each  Subsidiary  have paid,  or made
provision  as  reflected on its  financial  statements  for the payment of, all
taxes that have or may have  become due for all periods  prior to Closing.  All
tax returns filed by the Companies any each  Subsidiary  are true,  correct and
complete.

         (b) Neither  Sellers,  the Companies,  nor any Subsidiary has given or
been  requested to give waivers or  extensions  (or is or would be subject to a
waiver or extension  given by any other  person) of any statute of  limitations
relating to the payment of taxes of the Companies.

         (c) The charges,  accruals,  and reserves with respect to taxes on the
books of the Companies are adequate  (determined  in accordance  with GAAP) and
are at  least  equal to the  Companies'  liability  for  taxes  (including  any
Subsidiaries' liability).  To the Sellers' knowledge,  there exists no proposed
tax assessment  against the Companies or any Subsidiary  except as disclosed in
the 1997  Financial  Statements or the March 31 Balance  Sheet.  All taxes that
either of the  Companies  or any  Subsidiary  is or was required to withhold or
collect have been duly withheld or collected and, to the extent required,  have
been paid to the proper governmental body or other person.

         3.11 NO  MATERIAL  ADVERSE  CHANGE.  With  the  exception  of  matters
disclosed in the March 31 Balance  Sheet,  since the date of the 1997 Financial
Statements,  there has not been any material  adverse  change in the  business,
operations, properties, prospects, assets, or condition of the Companies or any
Subsidiary,   and  no  event  has  occurred  or,  to  the  Sellers'  knowledge,
circumstance  exists  that  should  reasonably  be expected to result in such a
material adverse change.

<PAGE>

         3.12 EMPLOYEE BENEFITS.  Schedule 3.12 contains a list of all pension,
retirement,  disability,  medical, dental or other health plans, life insurance
or other death benefit plans, profit sharing, deferred compensation agreements,
stock, option, bonus or other incentive plans, vacation, sick, holiday or other
paid leave plans,  severance  plans or other  similar  employee  benefit  plans
maintained  by  either  of the  Companies  or  any  Subsidiary  (the  "Plans"),
including,  without  limitation,  all  "employee  benefit  plans" as defined in
Section 3(3) of ERISA. As of the Closing Date, all  contributions  due from the
Companies or any Subsidiary  with respect to any of the Plans have been made or
accrued on the Companies' financial  statements,  and no further  contributions
will be due or will have  accrued  thereunder  as of the  Closing.  Each of the
Plans, and its operation and administration,  is, in all material respects,  in
compliance with all applicable,  federal,  state,  local and other governmental
laws and ordinances, orders, rules and regulations,  including the requirements
of ERISA and the  Internal  Revenue  Code.  All such Plans  that are  "employee
pension benefit plans" (as defined in Section 3(2) of ERISA) which are intended
to qualify under I.R.C. Section 401(a)(8) have received favorable determination
letters that such plans satisfy all  qualification  requirements.  In addition,
neither  of  the  Companies  has  been  a   participant   in  any   "prohibited
transaction,"  within the meaning of Section 406 of ERISA,  with respect to any
employee  pension  benefit  plan (as  defined in Section  3(2) of ERISA)  which
either of the  Companies  or any  Subsidiary  sponsors  as employer or in which
either of the Companies or any Subsidiary  participates  as an employer,  which
was not  otherwise  exempt  pursuant  to Section  408 of ERISA  (including  any
individual  exemption  granted under Section  408(a) of ERISA),  or which could
result in an excise tax.

         3.13     COMPLIANCE.

         (a) The Companies and each  Subsidiary are, and for the past three (3)
years have  conducted  their business and the ownership and use of their assets
in substantial compliance with all applicable laws.

         (b) Schedule 3.13 contains a complete and accurate list of each permit
or  governmental  consent  or  authorization  that  is held  by  either  of the
Companies and each Subsidiary or that otherwise  relates to the business of, or
to any of the assets owned or used by, the  Companies or any  Subsidiary.  Each
such permit or governmental consent or authorization is valid and in full force
and effect and constitutes all of the  governmental  authorizations  materially
necessary to permit the Companies and each  Subsidiary to lawfully  conduct and
operate its business in the manner currently conducted.


         3.14     LITIGATION.

         (a) Except as set forth in  Schedule  3.14,  there is no pending or to
the knowledge of the Sellers, threatened action,  arbitration,  audit, hearing,
investigation,  litigation or suit (whether  civil,  criminal,  administrative,
investigative,  or  informal)  commenced,  brought,  conducted,  or heard by or
before,  or otherwise  involving,  any governmental body or arbitrator (i) that
has been  commenced by or against  either of the Companies or any Subsidiary or
that  otherwise  relates to or may affect the business of, or any of the assets
owned or used by, the Companies or any Subsidiary;  or (ii) that challenges, or
that may have the effect of preventing,  delaying, making illegal or enjoining,
any of the Contemplated Transactions.
<PAGE>

         (b) Except as set forth on Schedule  3.14,  there is no order or court
decision  to which any of the  Companies,  any  Subsidiary,  the  Sellers,  any
director or officer of either of the  Companies,  or any of the assets owned or
used by the Companies or any Subsidiary, is subject.

         3.15 ABSENCE OF CHANGES.  Except as set forth in Schedule 3.15,  since
December 31, 1997 (except as disclosed in the March 31 Balance Sheet),  each of
the  Companies  and each  Subsidiary  has  conducted  its business  only in the
ordinary course and there has not been any:

         (a) change in its  authorized or issued  capital  stock;  grant of any
stock  option or right to  purchase  shares of  capital  stock of either of the
Companies or any  Subsidiary;  issuance of any security  convertible  into such
capital stock; grant of any purchase, redemption or stock retirement rights, or
any  acquisition  by either of the Companies or any Subsidiary of any shares of
its  capital  stock;  or  declaration  or  payment  of any  dividend  or  other
distribution or payment in respect of shares of capital stock;

         (b)      amendment  to the  Articles  of  Incorporation  or  Bylaws  
of  either  of the  Companies  or any Subsidiary;

         (c) payment or increase by either of the  Companies or any  Subsidiary
of any bonuses,  salaries or other  compensation to any stockholder,  director,
officer or employee  (except  normal raises in the ordinary  course of business
consistent with past practices),  or entry into any employment,  severance,  or
similar contract with any director, officer or employee;

         (d) adoption of, or increase in the payments to or benefits under, any
profit sharing,  bonus, deferred  compensation,  savings,  insurance,  pension,
retirement or other  employee  benefit plan for or with any employees of either
of the Companies or any Subsidiary;

         (e) material damage to or destruction or loss of any material asset or
property of either of the Companies or any Subsidiary not covered by insurance;

         (f) entry into, termination of, or receipt of notice of termination of
any  material  contract  or any  contract  or  transaction  involving  a  total
remaining  commitment by or to either of the Companies or any  Subsidiary of at
least $50,000;

         (g)  sale,  lease,  or  other  disposition  of any  material  asset or
property of either of the Companies or any Subsidiary, or mortgage,  pledge, or
imposition of any lien or other  encumbrance  on any material asset or property
of either of the Companies or any Subsidiary;

         (h)      material change in the accounting methods used by the 
Companies; or

<PAGE>

         (i) agreement,  whether oral or written, by either of the Companies or
any Subsidiary to do any of the foregoing.

         3.16     CONTRACTS; NO DEFAULTS.

         (a)      Schedule 3.16 contains a complete and accurate  list,  and 
Sellers have delivered to TGI true and complete copies, of:

                  (i) each contract that  involves  performance  of services or
         delivery of goods or materials by or to either of the Companies or any
         Subsidiary  of an  amount  or  value  in  excess  of  $50,000  in  the
         aggregate;

                  (ii) each lease,  license,  installment and conditional  sale
         agreement,  and other contract affecting the ownership of, leasing of,
         title to, use of, or any  leasehold or other  interest in, any real or
         personal property;

                  (iii) each joint  venture,  partnership,  and other  contract
         involving a sharing of  profits,  losses,  costs,  or  liabilities  by
         either of the Companies or any Subsidiary with any other person;

                  (iv)  each  contract  containing  covenants  that  in any way
         purport to restrict the business  activity of either of the  Companies
         or any Subsidiary;

                  (v)      each power of attorney that is currently effective 
         and outstanding; and

                  (vi) each written  warranty,  guaranty,  and or other similar
         undertaking by either of the Companies or any Subsidiary.

         (b) Each contract  identified or required to be identified in Schedule
3.16 is in full  force and effect and is valid and  enforceable  in  accordance
with its terms and is enforceable by Certified as the surviving  company in the
Merger.  Each of the  Companies  and each  Subsidiary  is, and at all times has
been, in compliance with all material terms and  requirements of each contract.
Each third party to any contract with either of the Companies or any Subsidiary
is, and at all times has been, in material compliance with all applicable terms
and requirements of such contract.  Neither of the Companies nor any Subsidiary
has given nor  received  notice  from any other  person  regarding  any actual,
alleged,  possible,  or potential violation or breach of, or default under, any
contract, and no default or event of default has occurred thereunder.
<PAGE>
         3.17     INSURANCE.

         (a) Sellers  have  delivered  to TGI true and  complete  copies of all
insurance  policies to which  either of the  Companies or any  Subsidiary  is a
party or under which either of the  Companies or any  Subsidiary is or has been
covered  at any time  within  the three (3)  years  preceding  the date of this
Agreement,  and  true and  complete  copies  of all  pending  applications  for
policies of insurance.

         (b) All policies to which either of the Companies or any Subsidiary is
a party or that provide  coverage to any Seller,  either of the Companies,  any
Subsidiary  or any  director  or  officer  of  either of the  Companies  or any
Subsidiary (i) are valid,  outstanding,  and enforceable;  (ii) in the Sellers'
judgment,  are issued by an insurer that is  financially  sound and  reputable;
(iii) in the Sellers'  judgment  provide  adequate  insurance  coverage for the
assets and the  operations  of the Companies  and the  Subsidiaries;  (iv) will
continue  in  full  force  and  effect   following  the   consummation  of  the
Contemplated Transactions; and (v) except as set forth in Schedule 3.17, do not
provide for any  retrospective  premium  adjustment or other  experienced-based
liability on the part of either of the Companies or any Subsidiary.

         (c) None of the Sellers, the Companies nor any Subsidiary has received
(i) any refusal of coverage or any notice that a defense will be afforded  with
reservation  of  rights,  or (ii)  any  notice  of  cancellation  or any  other
indication  that any  insurance  policy is no longer in full force or effect or
will not be renewed or that the issuer of any policy is not  willing or able to
perform its obligations thereunder.

         (d) Each of the  Companies and each  Subsidiary  has paid all premiums
due, and has otherwise  performed all of its obligations,  under each policy to
which it is a party or that provides  coverage to it. Each of the Companies and
each Subsidiary has given notice to the insurer of all known claims that may be
insured thereby.

         3.18     ENVIRONMENTAL MATTERS.

         (a)  None  of the  Companies  nor  any  Subsidiary  is or has  been in
material  violation  of or liable  under,  any  applicable  Environmental  Law.
Sellers have no basis to expect, nor have Sellers or either of the Companies or
any  Subsidiary  received,  any actual or threatened  order,  notice,  or other
communication  from (i) any governmental  body or private citizen,  or (ii) the
current or prior owner or operator of any facilities  owned or leased by either
of the  Companies or any  Subsidiary,  of any actual or potential  violation or
failure to comply with any Environmental Law.

         (b) To the  Sellers'  knowledge,  there  are no above  or  underground
storage  tanks,  landfills,  land  deposits,  or  dumps  present  on or at  the
facilities  owned or leased by either of the Companies or any Subsidiary or, to
the knowledge of the Sellers, at any adjoining  property,  or incorporated into
any structure therein or thereon.  None of the Companies nor any Subsidiary has
transported  Hazardous  Materials  except  in  the  ordinary  operation  of its
business.

         (c) The Sellers have  delivered  to TGI true and  complete  copies and
results of any reports,  studies,  analyses,  tests, or monitoring possessed or
initiated by Sellers,  the Companies or any Subsidiary  pertaining to Hazardous
Materials  in,  on,  or under the  facilities  owned or leased by either of the
Companies or any Subsidiary.

<PAGE>

         3.19     EMPLOYEES; INDEPENDENT CONTRACTORS.

         (a) Schedule  3.19  contains a complete and accurate  list of (i) each
officer or director of each of the  Companies and each  Subsidiary,  his or her
job title, and current  compensation;  and (ii) each independent  contractor of
each of the  Companies  and each  Subsidiary,  the type of  services  he or she
provides and his current compensation.

         (b) To the Sellers' knowledge,  no employee or independent  contractor
of either of the  Companies  or any  Subsidiary  is a party to, or is otherwise
bound  by,  any  agreement  or  arrangement,   including  any  confidentiality,
noncompetition or proprietary  rights agreement,  between such employee and any
other  person  that  in any  way  adversely  affects  or  will  affect  (i) the
performance  of his  duties to the  Companies  or any  Subsidiary,  or (ii) the
ability of either of the Companies or any Subsidiary to conduct its business.

         (c) Except as noted on Schedule 3.19, all persons  rendering  services
to each of the Companies or any Subsidiary have been properly characterized and
treated as either  employees  or  independent  contractors,  and neither of the
Companies nor any  Subsidiary  has received  notice of, nor do Sellers have any
reason  to  believe  that,  such  treatment  will be  challenged  by the IRS or
otherwise.

         3.20     LABOR RELATIONS; COMPLIANCE.

         (a) Neither of the Companies nor any Subsidiary has been nor is it now
a party to any  collective  bargaining  or other labor  contract.  There is not
presently  pending or existing,  and there is not  threatened,  (a) any strike,
slowdown,  picketing,  work stoppage,  or employee grievance  process,  (b) any
proceeding against or affecting the Companies or any Subsidiary relating to the
alleged  violation  of any  applicable  law  pertaining  to labor  relations or
employment  matters,  including any charge or complaint filed by an employee or
union with the National Labor Relations Board, the Equal Employment Opportunity
Commission,  or any comparable governmental body,  organizational  activity, or
other labor or employment  dispute  against or affecting the Companies,  or (c)
any application for certification of a collective bargaining agent. There is no
lockout of any employees by the Companies or any Subsidiary, and no such action
is contemplated  by the Companies or any Subsidiary.  Each of the Companies and
each  Subsidiary  has  complied  in  all  material   respects  with  all  legal
requirements   relating   to   employment,    equal   employment   opportunity,
nondiscrimination,  immigration, wages, hours, benefits, collective bargaining,
the payment of social  security  and  similar  taxes,  occupational  safety and
health, and plant closing.

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

<PAGE>

         3.21     INTELLECTUAL PROPERTY.

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

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

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

                  (iii) all copyrights in both published  works and unpublished
         works; and

                  (iv) all know-how, trade secrets,  confidential  information,
         customer  lists,  software,   technical  information,   data,  process
         technology,  plans,  drawings and blue prints owned, used, or licensed
         by the Companies or any Subsidiary.

         (b) The Intellectual Property Assets are listed on Schedule 3.21. Each
of the Companies  (directly or indirectly  through its  Subsidiaries)  owns all
right,  title and interest in and to each of the Intellectual  Property Assets,
free  and  clear  of all  liens,  security  interests,  charges,  encumbrances,
equities and other adverse claims,  and has the right to use without payment to
a third party all of the Intellectual Property Assets.

         (c) Following completion of upgrades scheduled for August, 1998, which
have been contracted and paid for by the Companies,  the operating  systems and
other  software used by the Companies and the  Subsidiaries  will (i) store all
date-related  information and process all data interfaces  involving dates in a
manner that unambiguously  identifies the century,  for all date values before,
during and after the Year 2000;  (ii)  calculate,  sort,  report and  otherwise
operate correctly and in a consistent manner for all date information processed
by the  software,  whether  before,  during  or  after  the  Year  2000;  (iii)
calculate, sort, report and otherwise operate correctly, in a consistent manner
and without interruption regardless of whether the date of operation is before,
during or after  the Year  2000;  (iv)  report  and  display  all dates  with a
four-digit date so that the century is unambiguously identified; and (v) handle
all  leap  years,  including  but not  limited  to the  Year  2000  leap  year,
correctly.

         3.22  RELATIONSHIPS  WITH  RELATED  PERSONS.  Except  as set  forth in
Schedule  3.22,  no Seller or any related  person or affiliate of Sellers or of
either of the  Companies  has, or has had, any interest in any property used in
either of the Companies' or any Subsidiary's business. No Seller or any related
person or affiliate of Sellers or of either of the  Companies is, or has owned,
directly or  indirectly,  an equity  interest or any other  financial or profit
interest  in,  an  entity  that has (i) had  business  dealings  or a  material
financial  interest  in any  transaction  with either of the  Companies  or any
Subsidiary;  or (ii) engaged in competition with either of the Companies or any
Subsidiary  with  respect to any line of the  products or services of either of
the Companies or any  Subsidiary.  No Seller or any related person or affiliate
of Sellers or of either of the Companies is a party to any contract with either
of the Companies or any Subsidiary.
<PAGE>

         3.23 BROKERS OR FINDERS. Except as set forth in Schedule 3.23, neither
of the  Companies,  any Seller or their  respective  agents have  incurred  any
obligation  or liability,  contingent  or otherwise,  for brokerage or finders'
fees or agents'  commissions or other similar  payment in connection  with this
Agreement.

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

         3.25 INVESTMENT  REPRESENTATION.  Each of the Sellers is acquiring the
shares of the TGI  Common  Stock for their own  account  and not with a view to
their  distribution  within the meaning of Section 2(11) of the Securities Act.
Each Seller  understands that such shares are "restricted stock" and agrees not
to sell, pledge, transfer, assign or otherwise dispose of such shares except in
accordance  with the Securities Act and the rules and  regulations  promulgated
thereunder.

         4.       REPRESENTATIONS AND WARRANTIES OF TGI AND NEWCO

         A. TGI has  delivered  to Sellers,  simultaneously  herewith,  the TGI
Disclosure Letter. TGI represents and warrants to Sellers as follows:

         4.1  ORGANIZATION  AND  GOOD  STANDING.  TGI  is  a  corporation  duly
organized,  validly existing,  and in good standing under the laws of the State
of Florida,  with the corporate power to own its properties and to carry on its
business as now being conducted.

         4.2      AUTHORITY; NO CONFLICT.

 .        (a)      This Agreement  constitutes the legal, valid and binding 
obligation of TGI,  enforceable  against TGI in  accordance  with its terms.  
TGI has the absolute and  unrestricted  right,  power and authority to execute
and deliver this Agreement and to perform its obligations hereunder.

         (b) This Agreement has been approved by all necessary corporate action
of TGI.  Neither the  execution  and delivery of this  Agreement by TGI nor the
consummation or performance of any of the Contemplated Transactions by TGI will
give any person the right to prevent,  delay or otherwise interfere with any of
the Contemplated Transactions pursuant to or conflict with:

<PAGE>

                  (i)   any provision of TGI's Articles of Incorporation or 
Bylaws;

                  (ii)  any resolution adopted by the board of directors or 
the stockholders of TGI;

                  (iii) any  legal  requirement  or order to which  TGI may be
subject; or

                  (iv) any contract to which TGI is a party or by which TGI may
be bound.

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

         4.3 CERTAIN PROCEEDINGS.  There is no pending proceeding that has been
commenced  against  TGI  and  that  challenges,  or  may  have  the  effect  of
preventing,  delaying,  making  illegal  or  otherwise  enjoining,  any  of the
Contemplated Transactions.

         4.4  SECURITIES  COMPLIANCE.  TGI  has  made  all  securities  filings
required as a "reporting  company"  under the Exchange Act of 1934, as amended.
TGI's 10-K for the year ended  December 31,  1997,  is accurate and complete in
form and content in all  material  respects,  and does not contain any material
misstatement  or omit to state a material fact required to make such filing not
misleading,  and no material  adverse  change has occurred  with respect to TGI
since the date thereof.  Upon completion of the Merger, the TGI Common Stock to
be issued to the Sellers in  connection  with the Merger will be fully paid and
nonassessable.

         B. Newco represents and warrants to Sellers as follows:

         4.5  ORGANIZATION  AND  GOOD  STANDING.  Newco is a  corporation  duly
organized,  validly existing,  and in good standing under the laws of the State
of Indiana,  with the corporate power to own its properties and to carry on its
business as now being conducted.

         4.6      AUTHORITY; NO CONFLICT.

         (a)      This  Agreement  constitutes  the  legal,  valid and  binding
obligation  of Newco, enforceable against Newco in accordance with its terms.  
Newco has the absolute and  unrestricted  right,  power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.

         (b) This Agreement has been approved by all necessary corporate action
of Newco. Neither the execution and delivery of this Agreement by Newco nor the
consummation  or performance of any of the  Contemplated  Transactions by Newco
will give any person the right to prevent,  delay or otherwise  interfere  with
any of the Contemplated Transactions pursuant to or conflict with:

<PAGE>

                  (i)      any provision of Newco's Articles of Incorporation 
or Bylaws;

                  (ii)     any resolution adopted by the board of directors or
 the stockholders of Newco;

                  (iii) any legal  requirement  or order to which  Newco may be
subject; or

                  (iv) any contract to which Newco is a party or by which Newco
may be bound.

         (c) Except as set forth on Schedule 4.6,  Newco is not and will not be
required to obtain any consent from any person in connection with the execution
and delivery of this Agreement or the consummation or performance of any of the
Contemplated Transactions.

         4.7 CERTAIN PROCEEDINGS.  There is no pending proceeding that has been
commenced  against  Newco  and  that  challenges,  or may have  the  effect  of
preventing,  delaying,  making  illegal  or  otherwise  enjoining,  any  of the
Contemplated Transactions.

         5.       CLOSING

         5.1  CLOSING.  The  consummation  of the Merger  provided  for in this
Agreement  (the  "Closing")  will take place at the  offices of Womble  Carlyle
Sandridge & Rice,  PLLC,  Suite 700, 1275 Peachtree  Street,  Atlanta,  Georgia
30309,  at 10:00 a.m. (local time) on May 5, 1998, or at such time and place as
the Parties may agree.

         5.2      CLOSING OBLIGATIONS.  At the Closing:

         (a)      Sellers will deliver to TGI:

                           (i)  certificates   representing   their  shares  of
                  Certified  Common  Stock  and  Venture  Common  Stock,   duly
                  endorsed for transfer (or  accompanied by duly executed stock
                  powers), with signatures guaranteed by a commercial bank;

                           (ii)  releases and  resignations  from the officers,
                  directors  and  managers  of each of the  Companies  and each
                  Subsidiary duly executed by such parties;

                           (iii)  employment  agreements in the form of Exhibit
                  "B,"   executed  by  each  of  the   Sellers   (collectively,
                  "Employment Agreements");

                           (iv)     noncompetition  agreements  in the form of
 Exhibit "C," executed by each of the Sellers (collectively, the
 "Noncompetition Agreements");

                           (v)      an escrow  agreement  in the form of Exhibit
"D,"  executed  by  Sellers  (the "Escrow Agreement");


<PAGE>

                           (vi) a  subscription  agreement  executed by each of
                  the Sellers for the shares of TGI Common Stock to be received
                  by the Sellers in the Merger in the form  attached  hereto as
                  Exhibit "E";

                           (vii)  promissory  notes in the aggregate  principal
                  amount of  $603,018 in the form of Exhibit  "F,"  executed by
                  the Sellers and secured by a pledge of the  equivalent  value
                  of shares of TGI Common Stock issued in  connection  herewith
                  in  consideration  of prior loans by the Subsidiaries to such
                  Sellers;

                           (viii)  a  Stock  Pledge  Agreement  in the  form of
                  Exhibit "G," executed by each Seller; and

                           (ix)  Sellers  shall  execute  and  deliver  closing
                  certificates in the form attached hereto as Exhibit "H," with
                  all attachments called for accurately attached thereto.

         (b)      TGI will deliver to Sellers:

                           (i) share  certificates  representing the TGI Common
                  Stock,  issued  in the  name of the  Sellers  in the  amounts
                  indicated in Section 2.1.1;

                           (ii)     the cash consideration referred to in 
                  Section 2.1.1 hereof; and

                           (iii)  TGI  and  Newco  shall  execute  and  deliver
                  closing  certificates  in the form attached hereto as Exhibit
                  "H," with all  attachments  called  for  accurately  attached
                  thereto.

         (c)      Certified will deliver:

                           (i) to Keywan & Arnold Properties,  LLC, a five year
                  Lease Agreement for its current headquarters  facility in the
                  form of Exhibit "H," executed by Certified; and

                           (ii) to the Sellers,  the  employment  agreements in
                  the form of Exhibit "B" executed by Certified.

(4)      James Arnold will deliver to TGI :

                           (i) a  promissory  note in the amount of $400,000 in
                  the form of Exhibit "I," executed by James Arnold and secured
                  by a pledge of 65,979 shares of TGI Common  Stock,  issued to
                  Mr. Arnold in connection  herewith in consideration of a loan
                  by TGI to Mr.  Arnold  in the  original  principal  amount of
                  $400,000; and

<PAGE>

                           (ii) a Stock Pledge Agreement in the form of Exhibit
"G," executed by James Arnold.

         (e)      The  Companies  and Newco shall  execute and file Articles of
                  Merger in the form attached hereto as Exhibit "A."

         6.       INDEMNIFICATION; REMEDIES

         6.1 SURVIVAL;  RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All
representations,  warranties, covenants, and obligations in this Agreement, and
any other certificate or document  delivered  pursuant to this Agreement,  will
survive the Closing.

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

         (a) any breach of any  representation  or warranty  made by Sellers in
this Agreement or any other certificate or document delivered by Sellers or the
Companies  pursuant to this  Agreement  to the extent not cured or waived as of
the Closing Date;

         (b) any breach by Sellers or either of the  Companies  of any covenant
or  obligation  in this  Agreement  to the extent not cured or waived as of the
Closing Date;

         (c) any  product  shipped or any  services  provided  by either of the
Companies  or any  Subsidiary  prior to the Closing  Date,  less any  insurance
proceeds received by the Companies in connection therewith; or

         (d)  any  claim  by any  person  for  brokerage  or  finder's  fees or
commissions  or similar  payments  based upon any  agreement  or  understanding
alleged to have been made by any such person  with  either  Seller or either of
the Companies (or any person acting on their behalf) in connection  with any of
the  Contemplated  Transactions  other than fees of  Certified  to  Scopelitis,
Garth,  Light & Hanson,  together with actual  attorneys' fees, in an aggregate
amount not to exceed $350,000.

<PAGE>

         6.3  INDEMNIFICATION AND PAYMENT OF DAMAGES BY TGI. TGI will indemnify
and hold  harmless  Sellers,  and will pay to Sellers the amount of any Damages
(as  defined  in  6.2  above)  arising,  directly  or  indirectly,  from  or in
connection with (a) any breach of any representation or warranty made by TGI in
this  Agreement  or in any  certificate  delivered  by  TGI  pursuant  to  this
Agreement  to the extent not cured or waived as of the  Closing  Date,  (b) any
breach by TGI of any  covenant or  obligation  of TGI in this  Agreement to the
extent not cured or waived as of the Closing Date,  (c) any claim by any person
for brokerage or finder's fees or  commissions  or similar  payments based upon
any  agreement or  understanding  alleged to have been made by such person with
TGI  (or any  person  acting  on its  behalf)  in  connection  with  any of the
Contemplated Transactions,  or (d) any product shipped or any services provided
by the Companies after the Closing Date, less any insurance  proceeds  received
by the Sellers in connection therewith.

         The remedies  provided in this Section 6.2 will not be exclusive of or
limit any other remedies that may be available to TGI or the other  Indemnified
Persons.

         6.4 TIME  LIMITATIONS.  If the Closing  occurs,  Sellers  will have no
liability (for indemnification or otherwise) with respect to any representation
or warranty other than those in Sections 3.3, 3.10, 3.12, 3.18 and 3.19, unless
on or before the second  (2nd)  anniversary  of the Closing  Date TGI  notifies
Sellers of a claim  specifying  the factual  basis of that claim in  reasonable
detail to the extent then known by TGI. A claim with respect to Section 3.3, or
a claim  for  indemnification  or  reimbursement  based  upon any  covenant  or
obligation to be performed and complied with prior to the Closing Date,  may be
made at any time. A claim with respect to Sections 3.10, 3.12, 3.18 or 3.19 may
be made at any time  prior  to the  expiration  of the  applicable  statute  of
limitations for the cause of action giving rise to such Damages. If the Closing
occurs,  TGI will have no liability  (for  indemnification  or otherwise)  with
respect to any representation or warranty, unless on or before the second (2nd)
anniversary  of the Closing Date Sellers  notify TGI of a claim  specifying the
factual  basis of that claim in  reasonable  detail to the extent then known by
Sellers.

         6.5 ESCROW. At the Closing, the Sellers will deposit 165,000 shares of
TGI's  Common  Stock that are issued to the Sellers in the Merger (the  "Escrow
Shares") with a bank or trust company located within the State of Georgia which
will act as an escrow  agent  (the  "Escrow  Agent"),  who will hold the Escrow
Shares in escrow  as  collateral  for the  indemnification  obligations  of the
Sellers under this Agreement. The Escrow Shares will be released to the Sellers
on  the  expiration  of  one  (1)  year  following  the  Closing  Date,  if  no
indemnification  claims are then outstanding and will serve as security for the
Sellers' indemnity obligations as set forth in the Escrow Agreement.

         6.6      PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS.

         (a) Promptly after receipt by an  Indemnified  Person of notice of the
commencement of any proceeding  against it, such Indemnified  Person will, if a
claim is to be made against an indemnifying party under such Section,  promptly
give notice to the  indemnifying  party of the  commencement of such claim, but
the failure to notify the indemnifying  party will not relieve the indemnifying
party of any liability that it may have to any  Indemnified  Person,  except to
the extent that the indemnifying  party  demonstrates  that the defense of such
action is prejudiced by the Indemnified Person's failure to give such notice.

<PAGE>

         (b) If any proceeding referred to in Section 6.6(a) is brought against
an  Indemnified  Person and it gives  notice to the  indemnifying  party of the
commencement of such proceeding,  the indemnifying party will, unless the claim
involves  taxes,  be entitled to  participate  in such  proceeding  and, to the
extent  that it wishes  (unless (i) the  indemnifying  party is also a party to
such proceeding and the Indemnified  Person determines in good faith that joint
representation would be inappropriate,  or (ii) the indemnifying party fails to
provide  reasonable  assurance  to the  Indemnified  Person  of  its  financial
capacity to defend such proceeding and provide  indemnification with respect to
such  proceeding),  to assume  the  defense  of such  proceeding  with  counsel
reasonably  satisfactory to the  Indemnified  Person and, after notice from the
indemnifying  party to the  Indemnified  Person of its  election  to assume the
defense of such  proceeding,  the  indemnifying  party will not,  as long as it
diligently  conducts such defense,  be liable to the  Indemnified  Person under
this Section 6 for any fees of other counsel or any other expenses with respect
to the defense of such proceeding,  in each case  subsequently  incurred by the
Indemnified  Person in connection  with the defense of such  proceeding,  other
than reasonable costs of investigation. The indemnifying party may elect not to
assume the  defense  of a  proceeding  until  such time as its  indemnification
obligation  hereunder is  established.  If the  indemnifying  party assumes the
defense of a proceeding,  (i) it will be conclusively  established for purposes
of this Agreement that the claims made in that  proceeding are within the scope
of and subject to  indemnification,  (ii) no  compromise  or settlement of such
claims may be  effected  by the  indemnifying  party  without  the  Indemnified
Person's  consent  unless (A) there is no finding or admission of any violation
of  applicable  laws or any violation of the rights of any person and no effect
on any other claims that may be made against the  Indemnified  Person,  and (B)
the sole  relief  provided  is  monetary  damages  that are paid in full by the
indemnifying  party;  and (iii) the  Indemnified  Person will have no liability
with respect to any  compromise or settlement of such claims  effected  without
its consent. If notice is given to an indemnifying party of the commencement of
any proceeding  and the  indemnifying  party does not,  within twenty (20) days
after  such  notice is given,  give  notice  to the  Indemnified  Person of its
election to assume the defense of such proceeding,  the indemnifying party will
be bound by any  determination  made in such  proceeding  or any  compromise or
settlement effected by the Indemnified  Person.  Notwithstanding the foregoing,
the filing of an answer,  appearance or pre-answer  motions by the indemnifying
party in order to preserve the rights of the Indemnified  Party due to a filing
deadline shall not in itself constitute its election to assume the defense of a
claim hereunder.

         (c) Notwithstanding the foregoing, if an Indemnified Person determines
in good faith that there is a  reasonable  probability  that a  proceeding  may
adversely  affect  it or its  affiliates  other  than as a result  of  monetary
damages for which it would be entitled to indemnification under this Agreement,
the Indemnified  Person may, by notice to the  indemnifying  party,  assume the
exclusive  right to defend,  compromise,  or settle  such  proceeding,  but the
indemnifying  party will not be bound by any  determination  of a proceeding so
defended or any  compromise or settlement  effected  without its consent (which
may not be unreasonably withheld).

         (d) Sellers hereby consent to the  non-exclusive  jurisdiction  of any
court in which a  proceeding  is brought  against  any  Indemnified  Person for
purposes of any claim that an Indemnified  Person may have under this Agreement
with respect to such proceeding or the matters alleged therein,  and agree that
process may be served on Sellers with  respect to such a claim  anywhere in the
world.

<PAGE>

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

         6.8 LIMITATION.  Notwithstanding the foregoing, neither Party shall be
liable for indemnification  hereunder unless and until the amount of any claim,
or the aggregate  amount of all claims,  then made by the other Party equals or
exceeds Fifty Thousand Dollars ($50,000).

         6.9 RELEASE OF  GUARANTEES.  The Companies will use their best efforts
to obtain the release of any personal  guarantees  provided by the Sellers to a
third party with  respect to any debt or  obligation  of the  Companies  or its
Subsidiaries.  Until such guarantees are released or the underlying obligations
fully  satisfied,  TGI will  cause the  Companies  to perform  all  obligations
thereunder  and will fully  indemnify  the Sellers  against any loss,  claim or
payment made with respect thereto.

         7.       GENERAL PROVISIONS

         7.1 EXPENSES.  Each Party to this  Agreement  will bear its respective
expenses   incurred  in  connection  with  the  preparation,   execution,   and
performance of this Agreement and the Contemplated Transactions,  including all
fees and expenses of agents,  representatives,  counsel, and accountants,  with
the  exception  of  $350,000 in fees  payable to  Scopelitis,  Garvin,  Light &
Hanson,  one half of which shall be paid by  Certified  or Newco on the Closing
Date,  with the  remainder  paid by Certified or Newco within  thirty (30) days
after the Closing.

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

<PAGE>

         7.3  CONFIDENTIALITY.  Between  the  date  of this  Agreement  and the
Closing  Date,  TGI,  Newco and Sellers will maintain in  confidence,  and will
cause the directors,  officers,  employees,  agents, and advisors of TGI, Newco
and the Companies to maintain in confidence, any written information originally
furnished  by  another  party  in  connection   with  this   Agreement  or  the
Contemplated Transactions, unless (a) such information is already known to such
party or to others not bound by a duty of  confidentiality  or such information
becomes publicly  available through no fault of such party, (b) the use of such
information  is necessary or  appropriate in making any filing or obtaining any
consent  or  approval   required  for  the  consummation  of  the  Contemplated
Transactions,  or (c) the furnishing or use of such  information is required by
or  necessary or  appropriate  in  connection  with legal  proceedings.  Unless
otherwise   agreed  in  writing  between  the  Parties,   if  the  Contemplated
Transactions  are not  consummated by May 31, 1998,  each party will return all
such written information to the other party as it may reasonably request.

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

         Sellers:                   James Arnold
                                    2550 Chaseway Court
                                    Indianapolis, Indiana 46268
                                    Facsimile No.: (317) 780-6434

                                    William T. Keywan
                                    2415 West Thompson
                                    Indianapolis, Indiana 46217
                                    Facsimile No.: (317) 780-6434

                                    M. Douglas Williams
                                    11499 Valley Meadow Drive
                                    Zionsville, Indiana 46077
                                    Facsimile No.: (317) 780-6434

         with a copy to:            Jay D. Robinson, Jr., Esq.
                                    Scopelitis, Garvin, Light & Hanson
                                    1777 Market Tower
                                    10 West Market Street
                                    Indianapolis, Indiana 46204-2971
                                    Facsimile No.: (317) 687-2414

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

<PAGE>

         with a copy to:            Sharon L. McBrayer, Esq.
                                    Womble Carlyle Sandridge & Rice, PLLC
                                    1275 Peachtree Street, N.E., Suite 700
                                    Atlanta, Georgia 30309
                                    Facsimile No.: (404) 870-4825

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

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

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

         7.8 DISCLOSURE  LETTER.  The disclosures in the Companies's  Schedules
relate  only  to the  representations  and  warranties  in the  Section  of the
Agreement to which they expressly refer.
         7.9 ASSIGNMENTS,  SUCCESSORS,  AND NO THIRD-PARTY RIGHTS. No Party may
assign any of its rights under this Agreement  without the prior consent of the
other Parties. Subject to the preceding sentence, this Agreement will apply to,
be binding in all respects upon, and inure to the benefit of the successors and
permitted  assigns of the  Parties.  Nothing  expressed  or referred to in this
Agreement  will be  construed to give any person other than the Parties to this
Agreement any legal or equitable right,  remedy, or claim under or with respect
to this Agreement or any provision of this Agreement. This Agreement and all of
its provisions  and  conditions  are for the sole and exclusive  benefit of the
Parties to this Agreement and their successors and assigns.
<PAGE>

         7.10 SEVERABILITY.  If any provision of this Agreement is held invalid
or unenforceable by any court of competent  jurisdiction,  the other provisions
of this Agreement  will remain in full force and effect.  Any provision of this
Agreement held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

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

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

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

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

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

                                 "TGI":

                                          TRANSIT GROUP, INC.

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


                                 "NEWCO":

                                          CERTIFIED ACQUISITION CORP.

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


                                 THE "COMPANIES":

                                          CERTIFIED TRANSPORT, INC.

                                          BY:    /s/ William T. Keywan
                                                 WILLIAM T. KEYWAN, President


                                                 VENTURE LOGISTICS, INC.

                                          BY:    /s/ M. Douglas Williams     
                                                 M. DOUGLAS WILLIAMS, President

                 
                                    SELLERS:

                                                     /s/ James Arnold
                                                     JAMES ARNOLD


                                                     /s/ William T. Keywan
                                                     WILLIAM T. KEYWAN


                                                     /s/ M. Douglas Williams
                                                     M. DOUGLAS WILLIAMS


Rev. May 15, 1998