EXHIBIT 2.1








                      AGREEMENT AND PLAN OF REORGANIZATION


                           K. J. TRANSPORTATION, INC.







                              DATED: JUNE 16, 1998










<PAGE>
                                       iv

                               TABLE OF CONTENTS


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

2.       PLAN OF REORGANIZATION.........................................4
         ----------------------
         2.1      THE MERGER............................................4
         2.2      FRACTIONAL SHARES.....................................5
         2.3      EFFECTS OF THE MERGER.................................5
         2.4      TAX-FREE REORGANIZATION...............................5
         2.5      PURCHASE ACCOUNTING TREATMENT.........................6
         2.6      WAIVER OF DISSENTERS RIGHTS...........................6
         2.7      CLOSING...............................................6
         2.8      CLOSING OBLIGATIONS...................................6
         2.9      ADRIANSON TRUCKING....................................7
         2.10     SIMULTANEOUS ACQUISITION..............................7

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

4.       REPRESENTATIONS AND WARRANTIES OF TGI..........................17
         -------------------------------------
         4.1      ORGANIZATION AND GOOD STANDING........................17
         4.2      AUTHORITY; NO CONFLICT................................17
         4.3      CERTAIN PROCEEDINGS...................................18
<PAGE>
5.       COVENANTS......................................................18
         ---------
         5.1      ACCESS AND INVESTIGATION..............................18
         5.2      OPERATION OF THE BUSINESSES OF THE COMPANY............18
         5.3      NEGATIVE COVENANT.....................................18
         5.4      NOTIFICATION..........................................19
         5.5      PAYMENT OF INDEBTEDNESS BY RELATED PERSONS............19
         5.6      NO NEGOTIATION........................................19
         5.7      BEST EFFORTS..........................................19
         5.8      LEASE AGREEMENTS......................................19
         5.9      RELEASE OF GUARANTEES.................................20

6.       CONDITIONS PRECEDENT TO TGI'S OBLIGATION TO CLOSE..............20
         -------------------------------------------------
         6.1      ACCURACY OF REPRESENTATIONS...........................20
         6.2      SELLERS' PERFORMANCE..................................20
         6.3      CONSENTS..............................................20
         6.4      ADDITIONAL DOCUMENTS..................................20
         6.5      NO PROCEEDINGS........................................20
         6.6      NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS...21
         6.7      SATISFACTORY DUE DILIGENCE............................21
         6.8      FINANCING.............................................21

7.       CONDITIONS PRECEDENT TO SELLERS'  OBLIGATION TO CLOSE..........21
         -----------------------------------------------------
         7.1      ACCURACY OF REPRESENTATIONS...........................21
         7.2      TGI'S PERFORMANCE.....................................21
         7.3      NO PROCEEDINGS........................................21

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

9.       INDEMNIFICATION; REMEDIES......................................22
         -------------------------
         9.1      SURVIVAL;RIGHT TO INDEMN. NOT AFFECTED BY KNOWLEDGE...22
         9.2      INDEMNIFICATION AND PAYMENT OF DAMAGES BY PRINCIPALS..22
         9.3      INDEMNIFICATION AND PAYMENT OF DAMAGES BY TGI.........23
         9.4      TIME LIMITATIONS......................................23
         9.5      ESCROW................................................23
         9.6      PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS.....24
         9.7      PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS...........25

10.      GENERAL PROVISIONS.............................................25
         ------------------
         10.1     EXPENSES..............................................25
         10.2     PUBLIC ANNOUNCEMENTS..................................25
         10.3     CONFIDENTIALITY.......................................25
         10.4     NOTICES...............................................26
         10.5     FURTHER ASSURANCES....................................26
         10.6     WAIVER................................................27
         10.7     ENTIRE AGREEMENT AND MODIFICATION.....................27
         10.8     DISCLOSURE LETTER.....................................27
         10.9     ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS....27
         10.10    SEVERABILITY..........................................27
         10.11    SECTION HEADINGS, CONSTRUCTION........................28
         10.12    TIME OF ESSENCE.......................................28
         10.13    GOVERNING LAW.........................................28
         10.14    COUNTERPARTS..........................................28
<PAGE>




                             Exhibits and Schedules

                      Exhibit "A" - Certificate of Merger
                      Exhibit "B" - Employment Agreements
                      Exhibit "C" - Noncompetition Agreement
                      Exhibit "D" - Escrow Agreement
                      Exhibit "E" - Subscription Agreement

                      Schedule 2.1 - Allocation of Merger Consideration
                      Schedule 5.9 - List of Seller Guarantees


<PAGE>
                      Agreement and Plan of Reorganization


         This Agreement and Plan of Reorganization  ("Agreement") is made as of
June 16,  1998,  by and between  Transit  Group,  Inc.,  a Florida  corporation
("TGI"),  K. J.  Transportation,  Inc., a New York corporation (the "Company"),
Kent L. Johnson and Patricia H. Johnson (collectively,  the "Principals"),  and
the other  individuals  listed as Sellers on the signature page hereto,  each a
resident of the State of New York  (individually a "Seller" and,  collectively,
the  "Sellers").  TGI,  the Company 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, K. J. Acquisition Corp. will be organized in New York as a wholly
owned subsidiary of Transit Group, Inc. ("KJAC") will merge with the Company in
a forward  triangular  merger  (the  "Merger"),  with KJAC to be the  surviving
corporation  of the Merger,  all pursuant to the terms and  conditions  of this
Agreement,  the Certificate of Merger  substantially in the form of Exhibit "A"
hereto (the "Certificate of Merger") and the applicable  provisions of the laws
of New York.

         B. Upon the effectiveness of the Merger,  all the outstanding  capital
stock of the Company will be converted into capital stock of TGI, in the manner
and on the basis  determined  herein  and as  provided  in the  Certificate  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)(E) of the Code.

         D. Sellers are the sole shareholders of the Company.

                                   AGREEMENT

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

         1.    DEFINITIONS

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

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



<PAGE>
                                                      

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

         "Closing"--as defined in Section 2.7.

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

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

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

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

         (a)  the Merger of KJAC and the Company;

         (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  Company  and  Sellers  of  their
respective covenants and obligations under this Agreement.

         "Damages"--as defined in Section 9.2.

         "Earn-Out Amount" --as defined in Section 2.1.3.

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

         "Employment Agreements"--as defined in Section 2.8(a)(iii).

         "Environmental Law"--any law or regulation that 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 2.8(a)(v).

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

         "Hazardous  Materials"--any  waste or other  substance that is listed,
defined,   designated,  or  classified  as,  or  otherwise  determined  to  be,
hazardous,  radioactive,  or toxic or a  pollutant  or a  contaminant  under or
pursuant to any  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 2.8(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,  as  amended,  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 any company, entity, partnership
or joint venture in which the Company owns an equity or other interest.

         "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,
prior to the Closing  Date,  TGI will  incorporate  and organize  KJAC and will
cause the Board of Directors and shareholders of KJAC to approve the Merger and
perform all of the duties of KJAC set forth in this  Agreement.  Subject to the
terms and conditions of this Agreement, the Certificate of Merger will be filed
with the Secretary of State of the State of New York on the Closing  Date.  The
date and time  that the  Certificate  of  Merger  are  filed  with the New York
Secretary of State and the Merger thereby becomes effective will be referred to
in this Agreement as the "Effective  Time." Subject to the terms and conditions
of this  Agreement and the  Certificate  of Merger,  the Company will be merged
with and into KJAC in a statutory  merger pursuant to the Certificate of Merger
and in accordance with applicable provisions of New York law as follows:

         2.1.1  Conversion of Company Common Stock.  Each share of common stock
of the Company,  no par value (the "Company 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 (i) a number of shares of fully  paid and
nonassessable  common  stock of TGI,  $.01 par  value per  share  ("TGI  Common
Stock")  equal to Six  Million  Seven  Hundred  Thousand  Dollars  ($6,700,000)
divided  by $7.625,  which is the last  reported  sales  price per share of TGI
Common  Stock  as  reported  by  NASDAQ  on the date  immediately  prior to the
execution  of this  Agreement  divided by 290 (the  number of shares of Company
stock  outstanding);  and (ii) cash  consideration in the amount of $10,344.828
per  share;  and (iii) the right to  receive a pro rata  share of the  Earn-Out
Consideration  if the conditions set forth in Section 2.1.3 are satisfied.  The
cash  consideration  shall be paid to the  Sellers  in cash at  Closing by wire
transfer or certified check. The total number of shares of TGI Common Stock and
cash consideration into which each Seller's shares of Company Common Stock will
be converted is set forth on Schedule 2.1 hereto.  In lieu of receiving  all of
the cash consideration set forth above, the Sellers hereby direct TGI to reduce
the amount paid to the Sellers and to pay a portion of the  consideration in an
amount equal to $600,000 directly to Bowker, Brown & Co. in satisfaction of the
fee owed to such company by the Sellers in connection with the Merger.

         2.1.2 Conversion of KJAC Shares.  Each share of KJAC Common Stock, par
value $0.01 ("KJAC 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 KJAC,  be  converted  into and
become one share of common stock of KJAC, as the surviving corporation, that is
to be issued and outstanding  immediately after the Effective Time, which shall
be the  only  share  of KJAC  Common  Stock  that  is  issued  and  outstanding
immediately after the Effective Time.

<PAGE>
        2.1.3 Earn-Out  Consideration.  The Sellers will have the potential to
receive an  additional  number of shares of TGI Common  Stock equal in value to
six (6) times the amount,  if any, by which the  Company's  pre-tax net profits
exceed One Million Seven Hundred Thousand  Dollars  ($1,700,000) for the period
of July 1, 1998 through  June 30, 1999 (the  "Earn-Out  Amount").  For purposes
hereof,  pre-tax  net profits  shall be  calculated  using  GAAP,  consistently
applied based on the Company's  historical  method of operations  and excluding
(i) any benefits  attributable  to or resulting from synergies  relating to the
Merger  or  otherwise  contributed  by TGI,  such as  cost  savings,  decreased
interest charges and purchasing  improvements;  and (ii) any increased expenses
or  charges  attributable  to  changes in the  post-closing  operations  of the
Company by TGI which are outside of the  ordinary  course of  business  for the
Company,  and any TGI  administrative  fees or  overhead  assessments  shall be
deferred  until July 1, 1999, for purposes  hereof.  The number of shares to be
issued to the Sellers  hereunder  shall be  determined by dividing the Earn-Out
Amount by the per share price of $7.625.  The  Earn-Out  Consideration  will be
allocated  among the Sellers  based on their pro rata  ownership in the Company
immediately  prior to the Merger.  For example,  if the  Company's  pre-tax net
profits for the period  described  above is equal to $2 million,  the  Earn-Out
Consideration shall be equal to 6 x $300,000 or $1.8 million.

         2.2   FRACTIONAL SHARES.  No fractional shares of TGI Common Stock
will be issued in connection with the Merger.

         2.3   EFFECTS OF THE MERGER.  At the  Effective  Time:(a) the separate
existence  of the Company  will cease and the  Company  will be merged with and
into KJAC and KJAC will be the surviving  corporation  pursuant to the terms of
the Certificate of Merger; (b) the Articles of Incorporation and Bylaws of KJAC
will be the Articles of Incorporation and Bylaws of the surviving  corporation;
(c) each  share  of KJAC  Common  Stock  outstanding  immediately  prior to the
Effective  Time will be converted as provided in Section  2.1.2 above;  (d) the
directors of KJAC in effect at the Effective Time will be the directors of KJAC
as the surviving corporation,  and the officers of KJAC will be the officers of
KJAC as the  surviving  corporation;  (e) each  share of Company  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  Company
Common  Stock to be  surrendered  in exchange  therefor.  The TGI Common  Stock
issued in the Merger will be issued  solely in exchange for the Company  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 Company
Common  Stock.  TGI  represents  now, and as of the Closing,  that it presently
intends to  continue  the  Company's  historic  business  or use a  significant
portion of the Company's 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 New York law.

         2.7   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 June 16, 1998, or at such time and place
as the Parties may agree.

         2.8   CLOSING OBLIGATIONS.  At the Closing:

         (a)   Sellers will deliver to TGI:

                           (i)  certificates  representing  their  shares of
                    Company  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 and
                  directors of the Company and each Subsidiary duly executed by
                  such parties;

                           (iii)an employment agreement in the form of 
Exhibit "B," executed by Kent L. Johnson ("Employment Agreement");

                           (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 the Principals (the "Escrow Agreement");

                           (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"; and

                           (vii) a certificate  executed by Sellers  certifying
                  to TGI that each of Sellers'  representations  and warranties
                  in this Agreement was accurate in all respects as of the date
                  of this  Agreement  and is accurate in all respects as of the
                  Closing Date as if made on the Closing Date.

         (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
<PAGE>
                           (iii) a certificate  executed  by TGI to the effect
                  that, except as otherwise stated in such certificate, each of
                  TGI's  representations  and  warranties in this Agreement was
                  accurate in all respects as of the date of this Agreement and
                  is accurate in all respects as of the Closing Date as if made
                  on the Closing Date.

         2.9  ADRIANSON TRUCKING.  TGI acknowledges that Adrianson Trucking Co.,
of  which  Mr.  Kent  L.  Johnson  is a  shareholder,  and the  assets  thereof
(including   approximately  twenty  trucks)  are  not  a  part  of  the  Merger
contemplated hereby.

         2.10 SIMULTANEOUS  ACQUISITION.  Simultaneously  with the Merger,  TGI
will acquire all of the issued and outstanding  stock of J & L Truck Leasing of
Farmington, Inc. for a purchase price of $500,000 payable in cash at Closing.

         3.   REPRESENTATIONS AND WARRANTIES OF SELLERS

              Sellers jointly and severally  represent and warrant
to TGI as follows:

         3.1  ORGANIZATION AND GOOD STANDING.

         (a) Part 3.1 of the Company's  Disclosure  Letter contains a statement
of the Company's and each Subsidiary's jurisdiction of incorporation, a list of
all other  jurisdictions  in which it is  authorized  to do  business,  and its
capitalization  (including the identity of each  stockholder  and the number of
shares  held by each).  The  Company  and each  Subsidiary  is duly  organized,
validly  existing,  and in good standing under the laws of its  jurisdiction of
incorporation,  with full corporate power and authority to conduct its business
as it is now being  conducted,  to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under its contracts.
The Company and each  Subsidiary is duly  qualified to do business as a foreign
corporation  and is in good  standing  under  the  laws of each  state or other
jurisdiction  in which either the ownership or use of the  properties  owned or
used by it, or the nature of the  activities  conducted  by it,  requires  such
qualification.

         (b)  Sellers  have   delivered  to  TGI  copies  of  the  Articles  of
Incorporation  and Bylaws of the Company and each  Subsidiary,  as currently in
effect.

         3.2  AUTHORITY; NO CONFLICT.

         (a)  This  Agreement   constitutes  the  legal,   valid,  and  binding
obligation  of Sellers and the Company  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 Company,  enforceable against them in accordance
with their  respective  terms.  Each of the  Sellers  and the  Company  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.
<PAGE>
         (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
         Company or any Subsidiary;  or (B) any resolution adopted by the board
         of directors or the stockholders of the Company or any Subsidiary;  or
         (C) any of the terms or requirements of, or give any governmental body
         the right to revoke, withdraw,  suspend, cancel, terminate, or modify,
         any  permit  or  authorization  that  is held  by the  Company  or any
         Subsidiary or that otherwise relates to the business of, or any of the
         assets  owned or used by, the  Company or any  Subsidiary;  or (D) any
         provision  of, or give any  person  the right to  declare a default or
         exercise  any  remedy  under,   or  to  accelerate   the  maturity  or
         performance  of, or to cancel,  terminate,  or modify any  contract to
         which the Company 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 Company or any Subsidiary.

         (c)  Except  as set  forth  in Part  3.2 of the  Company's  Disclosure
Letter,  neither Sellers, the Company 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.

         3.3  CAPITALIZATION.

         (a) The  authorized  equity  securities of the Company  consist of 500
shares of common stock,  no par value per share, of which 290 shares are issued
and outstanding (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.  The shares are owned of record as shown on Part
3.3 of the Company's Disclosure Letter. With the exception of the Shares (which
are owned by Sellers),  there are no other  outstanding  equity  securities  or
other securities of the Company.  No legend or other reference to any purported
encumbrance appears upon any certificate  representing equity securities of the
Company. All of the outstanding equity securities of the Company 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 Company.  None of the outstanding  equity
securities  or other  securities  of the Company was issued in violation of the
Securities  Act or any other law or  regulation.  The Company does not own, nor
does it have any contract to acquire, any equity securities or other securities
of any person  (other than the  Company)  or any direct or  indirect  equity or
ownership interest in any other business.
<PAGE>
         (b) The authorized equity securities of each Subsidiary and the number
of shares of such  Subsidiary that are outstanding are set forth on Part 3.3 of
the Company's Disclosure Letter. The Company is and 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 the  Company,  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 the  Company as at its fiscal  year end in each of the years
1992 through 1997,  and the related  audited  statements of income,  changes in
stockholders'  equity,  and cash flow for each of the fiscal  years then ended,
and (b) a  balance  sheet of the  Company  as at March 31,  1998 (the  "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 Company as at the  respective  dates of and for the
periods referred to in such financial statements,  all in accordance with GAAP,
consistently applied throughout the periods involved.

         3.5 BOOKS AND  RECORDS.  The books of  account, minute books,  stock
record books and other records of the Company and each Subsidiary, all of which
have been  made  available  to TGI,  are  complete  and  correct  and have been
maintained in accordance  with  applicable law. The minute books of the Company
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 Company and each  Subsidiary,  and
no meeting of any such  stockholders,  Board of Directors or committee has been
held for which  minutes have not been  prepared  and are not  contained in such
minute books.
<PAGE>
         3.6 TITLE TO  PROPERTIES;  ENCUMBRANCES.  Part  3.6 of the  Company's
Disclosure  Letter  contains a complete and accurate  list of all real property
and  material  items  of  personal  property  owned  by the  Company  and  each
Subsidiary.  The Company and each Subsidiary owns good and marketable  title to
the properties  and assets  located in the facilities  owned or operated by the
Company or any Subsidiary or reflected as owned in the books and records of the
Company or any Subsidiary, including all of the properties and assets reflected
in the  Balance  Sheet,  and all of the  properties  and  assets  purchased  or
otherwise  acquired  by the  Company  or any  Subsidiary  since the date of the
Balance  Sheet.  All material  properties  and assets  reflected in the Balance
Sheet 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 Balance  Sheet as  securing  specified  liabilities  or  obligations,  with
respect to which no default  (or event  that,  with  notice or lapse of time or
both, would  constitute a default)  exists,  and (b) zoning laws and other land
use  restrictions  that do not impair the  present  or  anticipated  use of the
property subject thereto.  All buildings,  plants,  and structures owned by the
Company or any Subsidiary lie wholly within the boundaries of the real property
owned by the Company or any  Subsidiary  and do not encroach  upon the property
of, or otherwise conflict with the property rights of, any other person.

         3.7 CONDITION  AND  SUFFICIENCY  OF ASSETS.  The  buildings,  plants,
structures,  and equipment  owned or leased by the Company and each  Subsidiary
are  structurally  sound,  are in good  operating  condition and repair 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 that are not material in nature
or cost. The building, plants, structures, and equipment owned or leased by the
Company and each  Subsidiary are  sufficient  for the continued  conduct of the
Company's and each  Subsidiary's  businesses after the Closing in substantially
the same manner as conducted prior to the Closing.

         3.8 ACCOUNTS  RECEIVABLE.  All accounts  receivable of the Company 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 net of the respective reserves shown on the Balance Sheet. 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.

         3.9 NO UNDISCLOSED LIABILITIES. Neither the Company nor any Subsidiary
has any  liabilities or obligations of any nature (whether known or unknown and
whether absolute, accrued,  contingent, or otherwise) except for liabilities or
obligations  reflected or reserved against in the Balance Sheet and nonmaterial
current liabilities incurred in the ordinary course of business since the dates
thereof.

         3.10 TAXES.

         (a) The Company and each Subsidiary has filed or caused to be filed on
a timely basis all tax returns that are or were required to be filed by or with
respect to it. The Company and each  Subsidiary has paid, or made provision 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 Company any each Subsidiary are
true, correct and complete.
<PAGE>
         (b) No United  States,  federal  or state  income  tax  returns of the
Company or any  Subsidiary  have been audited by the IRS or relevant  state tax
authorities during the past seven years.  Neither Sellers, the Company, 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 Company.

         (c) The charges,  accruals,  and reserves with respect to taxes on the
books of the Company are adequate  (determined in accordance with GAAP) and are
at least equal to the Company's liability for taxes (including any Subsidiary's
liability).  There exists no proposed tax assessment against the Company or any
Subsidiary except as disclosed in the Balance Sheet. All taxes that the Company
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.  Since the date of the Balance Sheet,
there has not been any material  adverse  change in the  business,  operations,
properties,  prospects,  assets, or condition of the Company or any Subsidiary,
and no event has  occurred  or  circumstance  exists  that may result in such a
material adverse change.

         3.12 EMPLOYEE BENEFITS.  Part 3.12 of the Company's  Disclosure Letter
contains a list of all  pension,  retirement,  disability,  medical,  dental or
other  health  plans,  life  insurance  or other death  benefit  plans,  profit
sharing,  deferred  compensation  agreements,  stock,  option,  bonus  or other
incentive plans,  vacation,  sick, holiday or other paid leave plans, severance
plans or other similar  employee benefit plans maintained by the Company or any
Subsidiary (the "Plans"),  including, without limitation, all "employee benefit
plans" as defined  in Section  3(3) of ERISA.  All  contributions  due from the
Company or any  Subsidiary  with  respect to any of the Plans have been made or
accrued on the Company's  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,
the Company has not 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 the Company or any
Subsidiary  sponsors  as  employer  or in which the  Company 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 Company and each  Subsidiary is and at all times has conducted
its business and the  ownership and use of its assets in full  compliance  with
all applicable laws.
<PAGE>
         (b) Part 3.13 of the Company's  Disclosure  Letter contains a complete
and accurate list of each permit or governmental  consent or authorization that
is held by the Company and each  Subsidiary  or that  otherwise  relates to the
business  of, or to any of the  assets  owned or used by,  the  Company  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  necessary to permit the Company and each Subsidiary to lawfully
conduct and operate its business in the manner currently conducted.

         3.14 LITIGATION.

         (a)  Except  as set  forth in Part  3.14 of the  Company's  Disclosure
Letter,  there is no pending or to the  knowledge  of the  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 the
Company  or any  Subsidiary  or that  otherwise  relates  to or may  affect the
business  of,  or any of the  assets  owned  or used  by,  the  Company  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.

         (b)  Except  as set  forth on Part  3.14 of the  Company's  Disclosure
Letter,  there is no  order  or  court  decision  to  which  the  Company,  any
Subsidiary,  the Sellers, any director or officer of the Company, or any of the
assets owned or used by the Company, is subject.

         3.15 ABSENCE  OF  CHANGES.  Except  as set  forth in Part 3.15 of the
Company's  Disclosure  Letter,  since  December 31, 1996,  the Company 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 the Company 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
the  Company  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 the 
Company or any Subsidiary;

         (c)  payment  or  increase  by the  Company 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 the
Company or any Subsidiary;

         (e) damage to or destruction or loss of any material asset or property
of the Company or any Subsidiary, whether or not covered by insurance;
<PAGE>
         (f) entry into, termination of, or receipt of notice of termination of
any  material  contract  or any  contract  or  transaction  involving  a  total
remaining  commitment  by or to the  Company  or  any  Subsidiary  of at  least
$50,000;

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

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

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

         3.16 CONTRACTS; NO DEFAULTS.

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

                  (i) each contract that  involves  performance  of services or
         delivery of goods or materials by or to the Company 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 collective bargaining agreement and other contract
         to or with any labor union or other employee representative or a group
         of employees;

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

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

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

                  (vii) each written warranty,  guaranty,  and or other similar
         undertaking by the Company or any Subsidiary.
<PAGE>
         (b) Each contract identified or required to be identified in Part 3.16
of the Company's Disclosure Letter is in full force and effect and is valid and
enforceable  in accordance  with its terms and is  transferable  to KJAC as the
surviving company in the Merger. The Company and each Subsidiary is, and at all
times has been, in full compliance with all applicable  terms and  requirements
of each  contract.  Each third  party to any  contract  with the Company or any
Subsidiary  is,  and at all  times  has  been,  in  full  compliance  with  all
applicable terms and requirements of such contract. Neither the Company 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.

         3.17 INSURANCE.

         (a) Sellers  have  delivered  to TGI true and  complete  copies of all
insurance  policies to which the Company or any  Subsidiary is a party or under
which the Company 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 the Company or any  Subsidiary is a party or
that provide  coverage to either  Seller,  the Company,  any  Subsidiary or any
director  or  officer  of  the  Company  or  any   Subsidiary  (i)  are  valid,
outstanding, and enforceable; (ii) are issued by an insurer that is financially
sound and reputable;  (iii) provide adequate  insurance coverage for the assets
and the operations of the Company and the  Subsidiaries  for all risks normally
insured against in the Company's industry; (iv) will continue in full force and
effect  following the consummation of the  Contemplated  Transactions;  and (v)
except as set forth in Part 3.17 of the  Company's  Disclosure  Letter,  do not
provide for any  retrospective  premium  adjustment or other  experienced-based
liability on the part of the Company or any Subsidiary.

         (c) Neither  Seller,  the Company 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) The Company 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. The Company  and each  Subsidiary  has
given notice to the insurer of all claims that may be insured thereby.
<PAGE>
         3.18 ENVIRONMENTAL MATTERS.

         (a) The Company and each  Subsidiary is, and at all times has been, in
full  compliance  with,  and has not been and is not in  violation of or liable
under, any Environmental Law. Sellers have no basis to expect, nor have Sellers
or the Company 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 the  Company  or any  Subsidiary,  of any  actual  or  potential
violation or failure to comply with any Environmental Law.

         (b) There are no above or underground storage tanks,  landfills,  land
deposits,  or dumps  present  on or at the  facilities  owned or  leased by the
Company or any Subsidiary or, to the knowledge of the Sellers, at any adjoining
property, or incorporated into any structure therein or thereon.  Except as set
forth on Part  3.18(b) of the  Disclosure  Letter,  neither the Company nor any
Subsidiary  has  transported  Hazardous  Materials  in  the  operation  of  its
business.

         (c) 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 Company or any Subsidiary pertaining to Hazardous Materials in,
on, or under the facilities owned or leased by the Company or any Subsidiary.

         3.19 EMPLOYEES; INDEPENDENT CONTRACTORS.

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

         (b) No employee or, to the  knowledge of the Sellers,  no  independent
contractor  of the  Company 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 Company or any Subsidiary, or (ii) the ability
of the Company or any Subsidiary to conduct its business.

         (c) All persons  rendering  services to the Company or any  Subsidiary
have been properly characterized and treated as either employees or independent
contractors, and neither the Company 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.
<PAGE>
         3.20 LABOR RELATIONS; COMPLIANCE.

         (a) Neither the  Company 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 Company 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 Company,  or (c) any
application for  certification of a collective  bargaining  agent.  There is no
lockout of any employees by the Company or any  Subsidiary,  and no such action
is  contemplated  by the  Company  or any  Subsidiary.  The  Company  and  each
Subsidiary has complied in all 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) The Company and each  Subsidiary is, and at all times has been, in
full  compliance  with,  and has not been and is not in  violation of or liable
under, any  Occupational  Safety and Health Law. Seller has no basis to expect,
nor  has  Seller,  the  Company  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.

         3.21 INTELLECTUAL PROPERTY.

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

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

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

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

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

         (b) The  Intellectual  Property  Assets are listed on Part 3.21 of the
Disclosure   Letter.   The  Company   (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.
<PAGE>
         (c) It is agreed that if,  after  review and testing of the  Company's
proprietary  software program used for accounting and general ledger functions,
TGI determines  that it does not intend to use such program in the future,  TGI
will so notify  Kent L.  Johnson and the  ownership  of such  software  will be
transferred to his affiliate, K & P Associates,  Inc. at no charge. The Company
owns  good and  valid  right and  title to such  software,  warrants  that such
software was internally developed and does not misappropriate the trade secrets
or infringe upon the proprietary rights of any third party.

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

         3.23  BROKERS  OR  FINDERS.  Neither  the  Company,  Sellers  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 and no statement in the Company's  Disclosure Letter omits to state a
material fact necessary to make the statements  herein or therein,  in light of
the  circumstances  in which they were made, not  misleading.  There is no fact
known to Sellers that has specific  application  to any Seller,  the Company 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 the Company or any Subsidiary  that has
not been set forth in this Agreement or the Disclosure Letter.

         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 for a
minimum period of one (1) year following the Closing Date.

         4. REPRESENTATIONS AND WARRANTIES OF TGI

         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.
<PAGE>
         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 and thereunder.

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

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

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

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

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

         (c) TGI 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, other than
the consent of AmSouth Bank, N.A.

         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.

         5.  COVENANTS

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

         5.2 OPERATION OF THE  BUSINESSES  OF THE COMPANY.  Between the date of
this  Agreement and the Closing Date,  Sellers will, and will cause the Company
to: (a) conduct its business  (including the business of its Subsidiaries) only
in the ordinary  course;  and (b) use its best  efforts to preserve  intact the
current  business  organization  of the  Company  and  its  Subsidiaries,  keep
available the services of their current officers,  employees,  and agents,  and
maintain  the  relations  and  good  will  with  their  suppliers,   customers,
landlords,   creditors,   employees,   agents,   and  others  having   business
relationships with the Company or any Subsidiary.
<PAGE>
         5.3 NEGATIVE COVENANT. Except as otherwise expressly permitted by this
Agreement,  between the date of this  Agreement and the Closing  Date,  Sellers
will not, and will cause the Company and each  Subsidiary  not to,  without the
prior  consent  of TGI,  take  any  affirmative  action,  or  fail to take  any
reasonable action within their or its control,  as a result of which any of the
changes or events listed in Section 3.15 is likely to occur.

         5.4 NOTIFICATION.

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

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

         5.5 PAYMENT OF  INDEBTEDNESS BY RELATED  PERSONS.  Except as expressly
provided in this  Agreement,  Sellers will cause all  indebtedness  owed to the
Company  by any Seller or any  related  person of any Seller to be paid in full
prior to Closing.

        5.6 NO NEGOTIATION.  Until such time,  if any, as this  Agreement  is
terminated  pursuant to Section 8, Sellers will not, and will cause the Company
and  each  of its  representatives  not to,  directly  or  indirectly  solicit,
initiate,  or encourage any inquiries or proposals  from,  discuss or negotiate
with,  provide any  non-public  information  to, or consider  the merits of any
unsolicited  inquiries or proposals  from, any person (other than TGI) relating
to any transaction involving the sale of the business or assets of the Company,
or any of the  capital  stock of the  Company,  or any  merger,  consolidation,
business combination, or similar transaction involving the Company.

         5.7 BEST EFFORTS.  Between the date of this  Agreement and the Closing
Date,  Sellers will use their best efforts to cause the conditions in Section 6
to be satisfied.

         5.8 LEASE  AGREEMENTS.  At Closing,  the Company will enter into lease
agreements with K & P Associates, Ltd. for the facilities currently occupied by
the Company in Farmington,  New York, Winterhaven,  Florida, and Mechanicsburg,
Pennsylvania,  and the Parties  agree to negotiate  the terms of such leases in
good faith on the following terms:

    Facility                 Term of Lease       Monthly Rental
    --------                 -------------       --------------
    Farmington, NY             7 Years               $18,000
    Mechanicsburg, PA          5 Years               $12,000
    Winterhaven, FL            3 Years               $ 2,000
<PAGE>
         5.9 RELEASE OF  GUARANTEES.  TGI will  obtain,  within sixty (60) days
after the Closing  Date,  the release of each of the Sellers  from the personal
guarantees  of  indebtedness  of the  Company  owed to the  lenders  and in the
amounts set forth on Schedule 5.9 hereto or will  refinance  such  indebtedness
within said time frame.

         6.  CONDITIONS PRECEDENT TO TGI'S OBLIGATION TO CLOSE

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

         6.1 ACCURACY OF REPRESENTATIONS.  All of Sellers'  representations and
warranties in this  Agreement must have been accurate in all respects as of the
date of this Agreement,  and must be accurate in all respects as of the Closing
Date as if made on the Closing Date, without giving effect to any supplement to
the Company's Disclosure Letter.

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

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

         6.4  ADDITIONAL DOCUMENTS.  Each of the following documents must have
 been delivered to TGI:

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

         (b) such other documents as TGI may reasonably  request (i) evidencing
the accuracy of any of Sellers' representations and warranties; (ii) evidencing
the  performance  by either Seller of, or the compliance by either Seller with,
any covenant or  obligation  required to be performed or complied  with by such
Seller;  (iii) evidencing the satisfaction of any condition referred to in this
Section 6; or (iv) otherwise  facilitating  the  consummation or performance of
any of the Contemplated Transactions.

         6.5 NO PROCEEDINGS.  Since the date of this Agreement,  there must not
have been  commenced or  threatened  against TGI or Seller or the  Company,  or
against any person affiliated with TGI or Seller or the Company, any proceeding
(a)  involving  any  challenge  to,  or  seeking  damages  or other  relief  in
connection with, any of the Contemplated Transactions, or (b) that may have the
effect of  preventing,  delaying  or making  illegal,  any of the  Contemplated
Transactions.
<PAGE>
         6.6 NO CLAIM REGARDING  STOCK  OWNERSHIP OR SALE PROCEEDS.  There must
not have been made or  threatened by any person any claim  asserting  that such
person  (a) is the  holder  or the  beneficial  owner  of,  or has the right to
acquire  or to  obtain  beneficial  ownership  of,  any  stock of, or any other
voting, equity, or ownership interest in, the Company or any Subsidiary, or (b)
is entitled to all or any portion of the merger consideration.

         6.7  SATISFACTORY   DUE  DILIGENCE.   TGI  shall  have  completed  its
investigation  of the Company's  assets,  business and financial  condition and
shall be satisfied with the results thereof in its sole discretion.

         6.8  FINANCING.  TGI  shall  have  obtained  financing  for  the  cash
consideration to be paid in the Merger on terms satisfactory to TGI in its sole
discretion.

         7.   CONDITIONS PRECEDENT TO SELLERS'  OBLIGATION TO CLOSE

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

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

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

         7.3 NO PROCEEDINGS.  Since the date of this Agreement,  there must not
have been  commenced or  threatened  against TGI or Seller or the  Company,  or
against any person affiliated with TGI or Seller or the Company, any proceeding
(a)  involving  any  challenge  to,  or  seeking  damages  or other  relief  in
connection with, any of the Contemplated Transactions, or (b) that may have the
effect of preventing,  delaying,  or making  illegal,  any of the  Contemplated
Transactions.

         8.  TERMINATION

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

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

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

         (d) by either TGI or Sellers if the  Closing has not  occurred  (other
than through the failure of any party  seeking to terminate  this  Agreement to
comply fully with its  obligations  under this Agreement) on or before June 30,
1998, or such later date as the Parties may agree upon.

         8.2 EFFECT OF  TERMINATION.  Each Party's right of  termination  under
Section 8.1 is in addition to any other rights it may have under this Agreement
or  otherwise.  If this  Agreement is  terminated  pursuant to Section 8.1, all
further obligations of the Parties under this Agreement will terminate,  except
that the obligations in Sections 10.1 and 10.3 will survive.

         9.  INDEMNIFICATION; REMEDIES

         9.1 SURVIVAL;  RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All
representations,  warranties, covenants, and obligations in this Agreement, the
Company's  Disclosure  Letter,  the certificates  delivered pursuant to Section
2.8(a)(vii),  2.8(b)(iii)  and any  other  certificate  or  document  delivered
pursuant  to  this   Agreement   will  survive  the   Closing.   The  right  to
indemnification, payment of Damages (as defined below) or other remedy based on
such  representations,  warranties,  covenants,  and  obligations  will  not be
affected by any  investigation  conducted  with  respect  to, or any  knowledge
acquired (or capable of being  acquired) at any time,  whether  before or after
the execution and delivery of this Agreement or the Closing Date,  with respect
to the accuracy or inaccuracy of or compliance  with, any such  representation,
warranty, covenant, or obligation.

         9.2 INDEMNIFICATION  AND  PAYMENT  OF  DAMAGES  BY  PRINCIPALS.   The
Principals,  jointly and  severally,  will indemnify and hold harmless TGI, the
Company,  and  their  respective  representatives,   employees,  directors  and
officers  (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 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,  the Company's  Disclosure  Letter or any other  certificate or
document delivered by Sellers or the Company pursuant to this Agreement;

         (b) any breach by Sellers or the Company of any covenant or obligation
in this Agreement;

         (c) any product shipped or any services provided by the Company or any
Subsidiary prior to the Closing Date;

         (d) any matter disclosed in Part 3.14 of the Company's Disclosure
Letter; or
<PAGE>
         (e) any  claim  by any  person  for  brokerage  or  finder's  fees or
commissions  or similar  payments  based upon any  agreement  or  understanding
alleged to have been made by any such person with either  Seller or the Company
(or  any  person  acting  on  their  behalf)  in  connection  with  any  of the
Contemplated Transactions.

         The remedies  provided in this Section 9.2 will not be exclusive of or
limit any other remedies that may be available to TGI or the other  Indemnified
Persons.

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

         9.4 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.

         9.5 ESCROW. At the Closing, the Principals will deposit 131,147 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
Principals  under this  Agreement and of the Principals as  "Guarantors"  under
that certain Stock  Purchase  Agreement of even date  herewith  whereby TGI has
acquired all of the  outstanding  stock of J & L Truck  Leasing of  Farmington,
Inc. The Escrow Shares will be released to the  Principals on the expiration of
one (1) year following the date hereof, if no  indemnification  claims are then
outstanding  and  will  serve  as  security  for  the   Principals'   indemnity
obligations as set forth in the Escrow Agreement.
<PAGE>
         9.6 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,  give
notice to the  indemnifying  party of the  commencement of such claim,  but the
failure to notify the  indemnifying  party will not  relieve  the  indemnifying
party of any liability that it may have to any  Indemnified  Person,  except to
the extent that the indemnifying  party  demonstrates  that the defense of such
action is prejudiced by the Indemnified Person's failure to give such notice.

         (b) If any proceeding referred to in Section 9.6(a) is brought against
an Indemnified  Person, the Indemnified Person will promptly give 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  satisfactory  to the  Indemnified  Person and,  after
notice from the indemnifying party to the Indemnified Person of its election to
assume the defense of such proceeding, the indemnifying party will not, as long
as it diligently  conducts such defense,  be liable to the  Indemnified  Person
under this Section 9 for any fees of other  counsel or any other  expenses with
respect to the defense of such proceeding,  in each case subsequently  incurred
by the Indemnified  Person in connection  with the defense of such  proceeding,
other than reasonable costs of investigation.  The indemnifying party will have
a period of ten (10) days after notice of the  commencement  of a proceeding to
elect to assume the defense  thereof.  If the  indemnifying  party  assumes the
defense of a proceeding,  (i) it will be conclusively  established for purposes
of this Agreement that the claims made in that  proceeding are within the scope
of and subject to  indemnification;  (ii) no  compromise  or settlement of such
claims may be  effected  by the  indemnifying  party  without  the  Indemnified
Person's  consent  unless (A) there is no finding or admission of any violation
of  applicable  laws or any violation of the rights of any person and no effect
on any other claims that may be made against the  Indemnified  Person,  and (B)
the sole  relief  provided  is  monetary  damages  that are paid in full by the
indemnifying  party;  and (iii) the  Indemnified  Person will have no liability
with respect to any  compromise or settlement of such claims  effected  without
its consent. If notice is given to an indemnifying party of the commencement of
any proceeding and the indemnifying  party does not, within ten (10) days after
such notice is given, give notice to the Indemnified  Person of its election to
assume the defense of such proceeding,  the indemnifying party will be bound by
any  determination  made in such  proceeding  or any  compromise  or settlement
effected by the Indemnified Person.  Notwithstanding the foregoing,  the filing
of an answer by the  indemnifying  party in order to preserve the rights of the
Indemnified  Party due to a filing deadline shall not in itself  constitute its
election to assume the defense of a claim hereunder.
<PAGE>
         (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.

         9.7  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.

         10.  GENERAL PROVISIONS

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

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

         10.3 CONFIDENTIALITY.  Between  the  date of this  Agreement  and the
Closing Date, TGI and Sellers will maintain in  confidence,  and will cause the
directors,  officers, employees, agents, and advisors of TGI and the Company to
maintain in confidence,  any written  information  stamped  "confidential" when
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.  If the
Contemplated  Transactions are not consummated,  each party will return as much
of such written information as the other party may reasonably request.
<PAGE>
         10.4 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: c/o Kent L. Johnson
                                         6070 Collett Road
                                         Farmington, New York 14425
                                         Facsimile No.: __________________

                         with a copy to:..... David A. Merkel, Esq.
                                              Merkel and Merkel
                                              524 Mt. Hope Avenue
                                              Rochester, New York 14620
                                              Facsimile No.: (716) 442-2555

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

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

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

         10.6 WAIVER.  The rights and remedies of the parties to this Agreement
are  cumulative and not  alternative.  Neither the failure nor any delay by any
Party in exercising any right,  power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power,  or  privilege,  and no single or partial  exercise  of any such  right,
power, or privilege will preclude any other or further  exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege. To
the maximum extent  permitted by applicable  law, (a) no claim or right arising
out of this  Agreement or the  documents  referred to in this  Agreement can be
discharged by one Party,  in whole or in part, by a waiver or  renunciation  of
the claim or right unless in writing signed by the other Parties; (b) no waiver
that may be given by a Party will be applicable except in the specific instance
for  which it is given;  and (c) no  notice  to or demand on one Party  will be
deemed to be a waiver of any  obligation  of such  Party or of the right of the
Party giving such notice or demand to take  further  action  without  notice or
demand as  provided  in this  Agreement  or the  documents  referred to in this
Agreement.
<PAGE>
         10.7 ENTIRE AGREEMENT AND MODIFICATION.  This Agreement supersedes all
prior  agreements  between the parties with  respect to its subject  matter and
constitutes (along with the documents referred to in this Agreement) a complete
and exclusive  statement of the terms of the agreement between the parties with
respect to its subject  matter.  This  Agreement may not be amended except by a
written agreement executed by the Party to be charged with the amendment.

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

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

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

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

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

         10.13  GOVERNING  LAW. This  Agreement will be governed by the laws of
the State of New York without regard to conflicts of laws principles.

         10.14  COUNTERPARTS.  This  Agreement  may be  executed in one or more
counterparts,  each of which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken together,  will be deemed to constitute
one and the same agreement.
<PAGE>
         IN WITNESS  WHEREOF,  the parties  have  executed and  delivered  this
Agreement as of the date first written above.


                                "TGI":

                                         TRANSIT GROUP, INC.
                                         f/k/a General Parcel Service, Inc.


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



                                THE "COMPANY":

                                         K. J. TRANSPORTATION, INC.
                                          
                                BY:      /s/Kent L. Johnson
                                         KENT L. JOHNSON, President



                                SELLERS:


                                         /s/Kent L. Johnson
                                         KENT L. JOHNSON ("Principal")

                                         /s/Patricia H.Johnson
                                         PATRICIA H. JOHNSON ("Principal")

                                         /s/Kenneth F. Johnson
                                         KENNETH F. JOHNSON

                                         /s/Kevin L. Johnson
                                         KEVIN L. JOHNSON


 <PAGE>




                   


                                                     SELLERS (continued):





                                                     /s/ Kyle W.Johnson
                                                     KYLE W. JOHNSON

                                                     /s/ Kimberly J. Riccio
                                                     KIMBERLY J. RICCIO

                                                     /s/ James W. Lake
                                                     JAMES W. LAKE

                                                     /s/ Douglas P. Hadden
                                                     DOUGLAS P. HADDEN

                                                     /s/ Dana L. Quackenbush
                                                     DANA L. QUACKENBUSH

                                                     /s/ James B. Stalker
                                                     JAMES B. STALKER

Rev. June 25, 1998