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                                                                    EXHIBIT 10.2
RYDER TRS, INC
1560 Broadway, Suite 1800
Denver, Colorado 80202
(303) 376-0040

December 18,1997


To:       Tom Arnst

From:     Ron Rittenmeyer /s/ RON
                                                [LOGO OF RYDER TRS APPEARS HERE]
Re:       Executive Compensation Package

It is the intention of the board to offer a competitive executive compensation
package which will ensure that the company maintains the highest quality
executive team. This compensation package includes your base salary, bonuses,
stock options and executive benefits.

Also, it is important that the company have one executive compensation design
for both current and future team members. For this reason, all grandfathered
perquisites previously in place for former RSI directors and officers will be
shifted into their base salary and a one time lump sum payment equal to one year
of these perquisites be paid to minimize the adjustment.

Your executive compensation package is outlined below and is effective January
1, 1998; it is tailored to you and therefore, SHOULD BE TREATED STRICTLY
CONFIDENTIAL. Your compensation package is as follows:

BASE SALARY: $125,000 (this includes your $800 annual perquisite allowance and
             your $7,200 annual car allowance)

BONUS OPPORTUNITY: 60% of your base salary. The bonus program will be developed
     yearly and award levels determined by the business requirements.

MANAGEMENT LEVEL: MS13

EXECUTIVE STOCK OPTIONS: You have been awarded stock options based upon your
     level and performance. It is the intention of the company to formalize an
     annual executive stock award plan, but the plan must receive the Ryder TRS
     Board of Directors approval prior to implementation.

LIFE INSURANCE: 2 times your annual base pay

BUSINESS ACCIDENT INSURANCE: 2 times your annual base pay

ANNUAL PHYSICAL EXAMINATIONS: You will be reimbursed for an annual physical
     examination. You are encouraged but not required to use the Ryder TRS
     medical network for your exam as this is covered by plan design. All
     physical examination expenses not covered in the plan will be covered.

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A NON-QUALIFIED SALARY DEFERRAL PLAN: The Board has approved the creation of a
     nonqualified salary deferral plan which will allow executives to defer
     their salary tax free beyond the current caps in the Ryder TRS 401k plan.
     Details of this plan design will be published in January, 1998.

EXECUTIVE SEVERANCE: If you are terminated for reasons other than for cause, you
     are eligible for salary payments equal to one month per year of service
     with a minimum of 3 months and a maximum of 9 months. During this time,
     your medical and dental participation will continue through Cobra and will
     be paid by the company unless you become eligible for benefits through
     another employer. In addition, a prorated bonus will be paid to you based
     upon the financial performance of the business and your goals as related to
     the bonus plan at the time of your last day worked.

ONE TIME PERQUISITE AND CAR ALLOWANCE BUY OUT: In January, 1998 you will receive
     a one time payment of $8,000 in lieu of the elimination of your
     grandfathered allowances. Please note that this payment is in addition to
     the combined amount being added to your annual base pay effective January
     1, 1998.

EXECUTIVE STAY-ON BONUS(OFFERED ONLY TO CERTAIN EXECUTIVES): Given your
     performance and the critical role of your executive responsibilities, you
     are eligible for a one time executive stay on incentive award of $40,000.
     This award will be paid to you in May, 1999 if you continue to contribute
     at your current capacity and level of performance and are employed at that
     time. If you are terminated from the company for reasons other than cause
     prior to May 1999, this bonus will be prorated for this time period based
     on your last day worked. THIS AWARD IS STRICTLY CONFIDENTIAL AND MUST NOT
     BE DISCUSSED WITH ANYONE FOR ANY REASON.

Tom, thank you for your 1997 contributions to Ryder TRS. The creation of an
independent company comes with much hard work, dedication and unique business
talents. You are a valuable member of the leadership team; I look forward to
continue working with you.

cc. Debby Riston