<PAGE>
                                                                  EXHIBIT 10.22





                AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY


                                 BY AND BETWEEN
                 EGL, INC., A TEXAS CORPORATION, AS SELLER, AND
                       MACFARLAN HOLDINGS, LTD., AS BUYER





                      DATE OF AGREEMENT: SEPTEMBER 17, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>      <C>                                                                                                      <C>
1.       DEFINITIONS..............................................................................................2
2.       PURCHASE AND SALE........................................................................................6
3.       PURCHASE PRICE...........................................................................................6
   3.1    Deposit.................................................................................................6
   3.2    LIQUIDATED DAMAGES......................................................................................7
   3.3    Balance.................................................................................................8
4.       DUE DILIGENCE............................................................................................8
   4.1    Physical Inspections....................................................................................8
   4.2    Title and Survey.......................................................................................10
   4.3    Buyer's Disapproval of Due Diligence Items; Subsequent Termination of Agreement........................11
5.       WAIVER OF REPRESENTATIONS AND WARRANTIES................................................................11
   5.1    "As Is" Sale...........................................................................................11
   5.2    Reliance on Own Investigations.........................................................................12
   5.3    Waiver of Consumer Rights (as to the Austin Property and Grapevine Property)...........................13
   5.4    Notice to Seller and Buyer.............................................................................13
6.       REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER......................................................13
   6.1    Buyer's Representations and Warranties.................................................................13
   6.2    Seller's Representations and Warranties................................................................14
7.       COVENANTS...............................................................................................14
   7.1    By Seller..............................................................................................14
   7.2    By Buyer...............................................................................................15
   7.3    Lease to Tenant........................................................................................15
8.       CLOSING.................................................................................................15
   8.1    Date and Place.........................................................................................15
   8.2    Seller's Deliveries....................................................................................15
   8.3    Buyer's Deliveries.....................................................................................17
   8.4    Procedure..............................................................................................18
   8.5    Possession.............................................................................................19
9.       CLOSING COSTS...........................................................................................19
   9.1    Seller's Costs.........................................................................................19
   9.2    Buyer's Costs..........................................................................................19
   9.3    Real Property Taxes....................................................................................19
10.      RISK OF LOSS............................................................................................19
   10.1   Condemnation...........................................................................................19
   10.2   Damage or Destruction..................................................................................20
11.      MISCELLANEOUS PROVISIONS................................................................................21
   11.1   Entire Agreement; Amendments in Writing; Waiver........................................................21
   11.2   No Assignment; Binding Effect; No Third Party Beneficiaries............................................21
   11.3   Interpretation; Construction; Partial Invalidity.......................................................22
   11.4   Counterpart Execution..................................................................................22
   11.5   Time of Essence........................................................................................22
   11.6   Governing Law..........................................................................................22
   11.7   Attorneys' Fees........................................................................................22
   11.8   Brokers' Commissions...................................................................................23
   11.9   No Fiduciary Relationship..............................................................................23
   11.10  Seller's Default.......................................................................................23
</TABLE>

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<TABLE>
<CAPTION>


<S>      <C>                                                                                                     <C>

   11.11  Notices................................................................................................24
   11.12  Further Assurances.....................................................................................24
   11.13  No Disclosure..........................................................................................25
   11.14  Environmental Site Assessment..........................................................................25
   11.15  Material Adverse Change in Seller's Financial Condition................................................25


Exhibits:

   "A-1"    -    Legal Description of Austin Property
   "A-2"    -    Legal Description of Grapevine Property
   "A-3"    -    Legal Description of South Bend Property
   "A-4"    -    Legal Description of East Granby Property
   "B"      -    Form of Special Warranty Deed (Austin and Grapevine Property)
   "C"      -    Form of Special Warranty Deed (South Bend Property)
   "D"      -    Form of Special Warranty Deed (East Granby Property)
   "E"      -    Form of Bill of Sale Assignment of Intangibles and Contracts and Assumption Agreement
   "F"      -    Certificate of Non-Foreign Status
   "G"      -    Excluded Personal Property
   "H"      -    Form of Lease Agreement
   "I"      -    Memorandum of Lease Agreement
   "J"      -    Corporate Guaranty
   "K"      -    Schedule of Base Rent
</TABLE>

                                      -ii-

<PAGE>

                AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY


         This AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this
"Agreement"), dated September 17, 2002 ("Effective Date"), is made and entered
into by and between EGL, INC., a Texas corporation (formerly known as Eagle USA
Airfreight, Inc.) ("Seller"), and MACFARLAN HOLDINGS, LTD., a Texas limited
partnership, or its assigns ("Buyer"), with reference to the following:


                                    RECITALS

         A. Seller will acquire or cause to be conveyed, indefeasible fee simple
title to certain improved real property, consisting of the following: (i) one
office/warehouse building containing approximately 86,700 square feet of
warehouse space and approximately 13,225 square feet of office space on
approximately 8.97 acres of land having a street address of 7900 East Riverside
Drive, located in the City of Austin, Travis County, State of Texas, the legal
description of which is set forth on Exhibit "A-1" attached hereto and
incorporated herein by reference for all purposes (the "Austin Property"); (ii)
one office/warehouse building containing approximately 104,220 square feet of
warehouse space and approximately 18,360 square feet of office space on
approximately 10.85 acres of land having a street address of 620 Westport
Parkway, located in the City of Grapevine, Dallas County, State of Texas, the
legal description of which is set forth on Exhibit "A-2" attached hereto and
incorporated herein by reference for all purposes (the "Grapevine Property");
(iii) one office/warehouse building containing approximately 33,135 square feet
of warehouse space and approximately 6,065 square feet of office space on
approximately 6.3 acres of land having a street address of 4810 Ameritech Drive,
located in the City of South Bend, St. Joseph County, State of Indiana, the
legal description of which is set forth on Exhibit "A-3" attached hereto and
incorporated herein by reference for all purposes (the "South Bend Property");
and (iv) one office/warehouse containing approximately 25,200 square feet of
warehouse space and approximately 4,752 square feet of office space on
approximately 3.6 acres of land having a street address of 42 Bradley Park Road,
located in the Town of East Granby, County of Hartford, State of Connecticut,
the legal description of which is set forth on Exhibit "A-4" attached hereto and
incorporated herein by reference for all purposes (the "East Granby Property").
The "Austin Property", "Grapevine Property", "South Bend Property" and "East
Granby Property" are hereinafter sometimes collectively called the "Property"
(as such term is further defined in Section 1.20 hereof).

         B. Buyer desires to purchase the Property from Seller, and Seller
desires to sell the Property to Buyer, on the terms and conditions set forth in
this Agreement.

         C. Pursuant to the terms of a Master Lease and Development Agreement
dated as of April 3, 1998, executed by and between Asset XVI Holdings Company,
LLC, as the current lessor/owner of the Property and Seller, as lessee, Seller
will exercise its option to purchase the Property and cause such Property to be
conveyed directly to Buyer at the closing and consummation of this transaction
upon the terms and conditions hereinafter set forth.

<PAGE>


         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the adequacy and sufficiency of which are hereby acknowledged,
Buyer and Seller agree as follows:

1.       DEFINITIONS.  As used herein, the following terms have the following
meanings:

         1.1   "AGREEMENT" is defined in the preamble of this Agreement.

         1.2   "BUYER" is defined in the preamble to this Agreement.

         1.3   "CLOSING" means the closing, consummation and funding of the
         purchase of the Property by Buyer pursuant to this Agreement.

         1.4   "CLOSING COSTS" means the costs and expenses of Seller and Buyer
         in connection with this Agreement and the closing and consummation of
         this transaction, including, without limitation, the fees and expenses
         of the surveyor in connection with the Survey for each parcel of the
         Property, charges and premiums paid to the Title Company in connection
         with the Title Policy for each parcel of the Property, Escrow Holder's
         costs and fees, and recordation taxes, fees, and costs, including,
         without limitation, transfer tax or similar tax on the Deed and any
         recording fees, the legal fees of Seller, the legal fees of Buyer; loan
         fees, points and/or mortgage brokerage fees incurred by Buyer; the
         Seller's brokerage fees or commissions payable to Seller's broker; the
         mortgagee and owner's title insurance fees, costs of surveys,
         engineering studies and environmental reports.

         1.5   "CLOSING DATE" means that date which is November 12, 2002. If the
         Closing Date falls on a date which is not a business day as recognized
         in the State of Texas, then the Closing Date shall be extended to 5:00
         p.m. on the first business day thereafter.

         1.6   "DEED" means (i) as to the Austin Property and Grapevine
         Property, a Special Warranty Deed in the form attached as Exhibit "B"
         hereto and incorporated herein by reference, conveying title to the
         Austin Property and Grapevine Property, respectively, to Buyer at the
         Closing subject only to the Permitted Title Exceptions (hereinafter
         defined); (ii) as to the South Bend Property a Special Warranty Deed in
         the form attached as Exhibit "C" hereto and incorporated by herein
         reference conveying fee title to the South Bend Property to Buyer at
         the Closing , subject only to the Permitted Title Exceptions
         (hereinafter defined); and (iii) as to the East Granby Property a
         Limited Warranty Deed in the form attached as Exhibit "D" hereto and
         incorporated by herein reference conveying fee title to the East Granby
         Property to Buyer at the Closing, subject only to the Permitted Title
         Exceptions (hereinafter defined).

         1.7   "DEPOSIT" is defined in Section 3.1(a) below.

         1.8   "DOCUMENTS" is defined in Section 4.1(e) below.

         1.9   "DUE DILIGENCE PERIOD" means the period of time commencing on the
         Effective Date and expiring at 5:00 p.m. Houston, Texas time on
         November 1, 2002. If the expiration of the Due Diligence Period falls
         on a date which is not a business day as recognized in the State of


                                      -2-

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         Texas, then the Due Diligence Period shall be extended to 5:00 p.m. on
         the first business day thereafter.

         1.10  "EFFECTIVE DATE" is the date on which this Agreement is executed
         by Seller and Buyer and receipted by the Title Company.

         1.11  "ESCROW" is defined in Section 8.2 below.

         1.12  "ESCROW HOLDER" is Charter Title Company, located at 4265 San
         Felipe, Suite 350, Houston, Texas 77027 (Attn: Kim LaVern) (telephone:
         713-871-9700; fax 713-850-0523).

         1.13  "EXCLUDED PERSONAL PROPERTY" shall mean that certain that certain
         property described in Exhibit "G" attached hereto and incorporated by
         reference herein for all purposes.

         1.14  "FIRPTA AFFIDAVIT" is defined in Section 8.2(d) below.

         1.15  "GOVERNMENTAL AUTHORITY" shall mean any and all courts, boards,
         agencies, commissions, offices, or authorities of any nature whatsoever
         for any governmental unit (federal, state, county, district, municipal,
         city, or otherwise) whether now or hereafter in existence.

         1.16  "HAZARDOUS SUBSTANCE LAWS" is defined in Section 5.1(c) below.

         1.17  "LEASE AGREEMENT" is defined in Section 7.3 below.

         1.18  "PERMITTED TITLE EXCEPTIONS" means: (i) non-delinquent real
         property taxes and assessments with respect to the Property, including,
         without limitation, those which are a lien for the taxable year in
         which the Closing occurs and which are not due on or before the Closing
         Date; (ii) any other matters disclosed on the Title Commitment and the
         Survey provided by Seller to Buyer hereunder which are not disapproved
         in writing by Buyer prior to the expiration of the Title Review Period,
         subject to the provisions of Section 4.2 hereof; and (iii) any title
         exceptions or other matters caused or created by Buyer, its agents or
         representatives.

         1.19  "PERSON" means any corporation, general partnership, limited
         partnership, limited liability company, cotenancy, joint venture,
         individual, business trust, real estate investment trust, trust,
         banking association, federal or state savings and loan institution, or
         any other legal entity, whether or not a party to this Agreement.

         1.20  "PROPERTY" collectively refers to (i) the Austin Property as more
         particularly described in Exhibit "A-1" attached hereto and made a part
         hereof for all purposes, (ii) the Grapevine Property as more
         particularly described in Exhibit "A-2" attached hereto and made a part
         hereof for all purposes, (iii) the South Bend Property as more
         particularly described in Exhibit "A-3" attached hereto and made a part
         hereof for all purposes, and (iv) the East Granby Property as more
         particularly described in Exhibit "A-4" attached hereto and made a part
         hereof for all purposes, in each case together with all rights,
         privileges, easements, rights-of-way, buildings, and improvements and
         fixtures located thereon, except for the Excluded Personal Property
         described on Exhibit "G" attached to this Agreement and made a part
         hereof for all


                                      -3-

<PAGE>

         purposes. Each parcel of the Property which is to be sold hereunder
         shall include, and the definition of "Property" shall include, all
         right, title and interest of the Seller, if any, in and to the land
         lying in the bed of any street or highway in front of or adjoining such
         parcel, and all appurtenances and all the estate and rights of the
         Seller in and appurtenant to such parcel of real property, including,
         without limitation, all appurtenant easements and rights-of-way, all
         oil, gas and other minerals to the extent the same have not been
         heretofore reserved by predecessors in title, situated on, in or under
         such parcel of real property, and the buildings and improvements
         thereon, and all air and subsurface rights appurtenant to such parcel
         of real property and buildings (such parcels of real property, together
         with all such rights and appurtenances, being collectively referred to
         herein as the "Land") (each such parcel of Land and all matters
         described in (b) - (d) below related thereto, being referred to herein
         as a "Parcel"); (b) all of the buildings and improvements (each, a
         "Building" and collectively, the "Buildings") situated on such Land;
         (c) all right, title and interest of the Seller in and to the lighting,
         electrical, mechanical, plumbing and heating, ventilation and air
         conditioning systems used in connection with the Land and the Buildings
         thereon, and all other carpeting, draperies, appliances and other
         fixtures and equipment attached or appurtenant to the Land and the
         Buildings thereon, together with all personal property (other than
         furniture, equipment not necessary to operate the Buildings or building
         systems and not permanently affixed to the Buildings or Land, trade
         fixtures and inventory) owned by the Seller and located on the Land and
         Buildings (collectively, the "Personal Property"); (d) to the extent
         the same are assignable and transferable, all right, title and interest
         of the Seller in and to all warranties and guaranties respecting the
         Buildings and Personal Property; (e) all right, title and interest of
         Seller in and to all licenses, permits, authorizations and approvals
         issued by any governmental agency or authority which pertain to the
         Land and the Buildings, to the extent they exist and are transferable
         and assignable; and (f) to the extent the same are assignable, all site
         plans, surveys, plans and specifications, and technical, engineering,
         appraisal and other reports, studies and proposals which relate to the
         Land, the Buildings or the Personal Property.

         1.21  "PURCHASE PRICE" for the Property is Fifteen Million Three
         Hundred Twenty Thousand and No/100 U.S. Dollars ($15,320,000.00)
         payable to Seller in immediately available funds upon the Closing,
         which shall be allocated to each respective Property as follows:
         $5,517,833 with respect to the Austin Property; $6,267,031 with respect
         to the Grapevine Property, $2,357,405 with respect to the South Bend
         Property and $1,177,731 with respect to the East Granby Property.
         Seller shall not be obligated to finance or accept purchase money
         financing for all or any portion of the Purchase Price.

         1.22  "REPAIR COST" is defined in Section 10.2 below.

         1.23  "REQUIREMENT OF A GOVERNMENTAL AUTHORITY" means any law, statute,
         code, ordinance, rule, regulation, restriction, requirement, writ,
         injunction, decree, order or demand of any Governmental Authority.

         1.24  "SELLER" is defined in the preamble to this Agreement.

         1.25  "SELLER'S KNOWLEDGE" means the actual personal knowledge of
         Jon R. Kennedy, Senior Vice President of Corporate Administration of
         Seller, without duty, inquiry, investigation


                                      -4-

<PAGE>

         or other obligation of any kind whatsoever. Jon R. Kennedy in his
         capacity as the Senior Vice President of Corporate Administration of
         the Seller has primary management responsibility for the Property and
         is knowledgeable regarding each of the Properties.

         1.26 "SURVEY" means (i) a current, on-the-ground survey of the Property
         Category IA, Condition II Survey, which meets the minimum standards and
         specifications established by Texas Surveyor's Association with respect
         to the Austin Property and the Grapevine Property; (ii) a current
         on-the-ground ALTA/ACSM with respect to the South Bend Property and
         (iv) a current on-the-ground ALTA/ACSM survey with respect to the East
         Granby Property, all prepared at Seller's expense by a licensed
         surveyor retained by Seller, showing all easements, improvements and
         corners of property to be staked, certified to Seller, Buyer and the
         Title Company with a form of certification reasonably acceptable to
         Buyer and the Title Company. The results of the Survey, including,
         without limitation, any survey plats and accompanying field note
         descriptions, shall be provided to the Title Company when available for
         purposes of confirming the legal description of the Property to be used
         in the Deed and the Title Policy.

         1.27  "TENANT" is EGL Eagle Global Logistics, LP, a Delaware limited
         partnership.

         1.28  "TITLE COMMITMENT" is defined in Section 4.2 below.

         1.29  "TITLE COMPANY" means Lawyers Title Insurance Corporation.

         1.30  "TITLE DEFECT" means any matter shown on the Title Commitment or
         disclosed by the Survey as to which Buyer notifies Seller of an
         objection to such matter in accordance with Section 4.2 of this
         Agreement.

         1.31 "TITLE POLICY" means each owner's policy of title insurance issued
         by Title Company to Buyer at the Closing on the printed form prescribed
         by the State Board of Insurance or other regulatory authority having
         jurisdiction over title companies in the State of Texas, Indiana and
         Connecticut, as applicable, provided, however: (i) the standard
         exception pertaining to restrictive covenants shall be deleted, or
         shall be modified to list all restrictions of record which are
         Permitted Title Exceptions; (ii) the standard printed survey exception
         shall, at Buyer's option, be deleted at the expense of Buyer; and (iii)
         the standard exception relating to taxes and assessments shall be
         limited to the year in which the Closing occurs and subsequent years,
         which are not yet due and payable; and (iv) Buyer, at Buyer's sole cost
         and expense, may request the issuance of such other endorsements to the
         Title Policy as it deems appropriate and to the extent such
         endorsements are available under applicable state law and regulations.
         The Title Policy shall be dated as of the date of recordation of the
         Deed, shall name Buyer as the insured, shall insure Buyer's good and
         indefeasible fee simple title to the Property subject only to the
         Permitted Title Exceptions, and shall have a liability limit in the
         amount of the Purchase Price as allocated to each respective Property.

         1.32  "TITLE REVIEW PERIOD" is defined in Section 4.2 below.

         All capitalized terms appearing in this Agreement which are not defined
in the foregoing provisions shall have the meanings set forth as they appear in
this Agreement.


                                      -5-

<PAGE>

2.  PURCHASE AND SALE. On the terms and subject to the  conditions  set forth in
this Agreement,  Seller hereby agrees to sell to Buyer,  and Buyer hereby agrees
to purchase the Property from Seller.

3.       PURCHASE PRICE.

         3.1      DEPOSIT.

         (a)     Within one (1) business day following the date a fully executed
                 original of this Agreement is delivered to the Title Company,
                 Buyer shall deposit the sum of One Hundred Thousand and No/100
                 Dollars ($100,000.00) (herein, the "Deposit") in immediately
                 available funds with the Escrow Holder. Immediately upon (or
                 prior to) expiration of the Due Diligence Period and provided
                 that Buyer has not elected to terminate this Agreement pursuant
                 to Section 4.3 hereof, Buyer shall deposit an additional sum in
                 the amount of One Hundred Thousand and No/100 Dollars
                 ($100,000.00) with the Escrow Holder, which shall increase the
                 Deposit to the total amount of Two Hundred Thousand and No/100
                 Dollars ($200,000.00). Thereafter, the Deposit shall be
                 non-refundable (except in the event Seller defaults under this
                 Agreement or as otherwise expressly provided in this Agreement)
                 and shall be retained by Seller as liquidated damages in
                 accordance with Section 3.2 of this Agreement. If Buyer does
                 not timely place the additional sum with the Escrow Holder,
                 Seller may, at Seller's option, terminate this Agreement upon
                 written notice to Buyer at any time thereafter and prior to
                 Buyer's delivery of the Deposit, in which case the Deposit
                 shall be paid to Buyer. If Buyer subsequently consummates the
                 purchase of the Property as provided in this Agreement, the
                 entire Deposit shall be applied to the Purchase Price.


         (b)     Concurrently with the execution of this Agreement, the sum of
                 One Hundred and No/100 Dollars ($100.00) of the Deposit shall
                 be non-refundable, shall be released to Seller and shall be
                 retained by Seller under any and all circumstances, which
                 amount has been bargained for and agreed to as consideration
                 for Seller's execution and delivery of this Agreement and
                 Buyer's right to perform all inspections as described in
                 Section 4 of this Agreement. The balance of the Deposit and all
                 interest accrued thereon shall be fully refundable to Buyer if
                 Buyer elects to terminate this Agreement in accordance with the
                 provisions of Section 4.3 of this Agreement, or as otherwise
                 provided in this Agreement.

         (c)     If this Agreement is not properly terminated by Buyer in
                 accordance with the provisions of Section 4.3 hereof when and
                 as provided therein, then the entire amount of the Deposit and
                 all accrued interest thereon shall become non-refundable
                 (subject to and except as otherwise provided in Sections
                 3.1(a), 4.2, 4.3, 10.1, 10.2 and 11.10 or any other provision
                 hereof) and shall be retained by Seller in accordance with the
                 liquidated damages provision as set forth in Section 3.2 below.
                 If Buyer subsequently consummates the purchase of the Property
                 as provided in this Agreement, the entire Deposit (including,
                 without limitation, the


                                      -6-

<PAGE>

                 One Hundred and No/100 Dollars ($100.00) non-refundable portion
                 thereof) and all accrued interest on the balance of Deposit
                 retained in Escrow shall be applied to the Purchase Price as a
                 credit to the Buyer.

         3.2 LIQUIDATED DAMAGES. IN THE EVENT THAT THIS TRANSACTION FAILS TO
         CLOSE AS PROVIDED HEREIN BY REASON OF BUYER'S DEFAULT UNDER SECTION 8.3
         AND SO LONG AS SELLER IS NOT IN DEFAULT HEREUNDER, BUYER AND SELLER
         AGREE AND ACKNOWLEDGE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY
         DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WILL SUFFER. THEREFORE,
         BUYER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES
         THAT SELLER WOULD SUFFER IN SUCH EVENT IS AND SHALL BE AN AMOUNT EQUAL
         TO THE DEPOSIT ALONG WITH ALL ACCRUED INTEREST THEREON. SUCH AMOUNTS
         SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR BUYER'S BREACH OF
         THIS AGREEMENT AND EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SHALL BE THE
         SOLE AND EXCLUSIVE REMEDY OF SELLER FOR BUYER'S BREACH OF THIS
         AGREEMENT. UPON ANY SUCH FAILURE TO CLOSE AS REQUIRED HEREBY DUE TO A
         DEFAULT BY BUYER UNDER SECTION 8.3 OF THIS AGREEMENT AND SO LONG AS
         SELLER IS NOT IN DEFAULT HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED
         AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
         HEREUNDER, EXCEPT FOR (A) THE RIGHT OF SELLER TO COLLECT SUCH
         LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT FROM ESCROW HOLDER; (B)
         THE RIGHT OF SELLER TO COLLECT FROM BUYER AND, TO THE EXTENT ANY SUCH
         FUNDS ARE HELD BY ESCROW HOLDER, FROM ESCROW HOLDER, SUCH AMOUNTS AS
         MAY BE NECESSARY TO SATISFY ANY INDEMNIFICATION OBLIGATIONS OF BUYER TO
         SELLER AND/OR TO SATISFY ANY MECHANICS' LIEN CLAIMS AGAINST THE
         PROPERTY ARISING OUT OF BUYER'S INSPECTIONS OF THE PROPERTY OR ANY
         OTHER WORK PERFORMED BY BUYER ON THE PROPERTY; AND (C) SELLER'S
         RECOVERY OF ALL REASONABLE LEGAL FEES AND COSTS INCURRED IN COLLECTING
         THE AMOUNTS REFERENCED IN THE FOREGOING PROVISIONS. EXCEPT AS EXPRESSLY
         PROVIDED ABOVE, IN NO EVENT SHALL BUYER BE LIABLE TO SELLER FOR ANY
         DAMAGES FOR A DEFAULT BY BUYER UNDER THIS AGREEMENT. NOTWITHSTANDING
         ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT WITH RESPECT TO
         ANY DEFAULT BY BUYER HEREUNDER, SELLER SHALL HAVE NO RECOURSE TO THE
         PERSONAL ASSETS, PROPERTIES OR FUNDS OF ANY OF BUYER'S OFFICERS,
         DIRECTORS, EMPLOYEES, LIMITED PARTNERS, SUBSIDIARIES, AFFILIATES OR
         AGENTS, OR

                                      -7-

<PAGE>

                 OTHER REPRESENTATIVES (EXCLUDING THE GENERAL PARTNER OF BUYER).



                  SELLER'S INITIALS:                    BUYER'S INITIALS:

                  ------------------                    -----------------

                  ------------------                    -----------------

         3.3      BALANCE. Buyer shall deposit the balance of the Purchase Price
         with the Escrow Holder by wire transfer or other cash equivalent on the
         Closing Date, with time being of the essence.

4.       DUE DILIGENCE.

         4.1      PHYSICAL INSPECTIONS.

         (a)     Except as provided in subparagraph (b) of this Section 4.1 and
                 Section 4.2, Buyer shall have the right during the Due
                 Diligence Period to commence and conduct and shall complete
                 prior to the expiration of the Due Diligence Period all
                 investigations (including any Phase I Environmental Site
                 Assessment), inspections, studies, reports and analyses which
                 Buyer deems necessary or prudent for its determination of
                 whether or not to purchase the Property in an "AS IS"
                 condition. The foregoing includes, without limitation, Buyer's
                 review of the physical and geological condition of the
                 Property, the structural condition of the improvements,
                 permits, zoning, entitlements, land use issues, ingress and
                 egress, parking, water, sewer, electrical and other utilities.

         (b)     Prior to the Closing Date, Buyer shall not engage in any
                 invasive testing or inspection, alteration, improvement, or
                 modification of the Property and shall not take any other
                 action which could materially damage the Property without
                 Seller's prior written consent, which consent may be given or
                 withheld in Seller's sole and absolute discretion. Buyer shall
                 provide Seller with at least twenty-four (24) hours prior
                 written notice of any such entry and/or inspections, which
                 written notice shall also specify the anticipated nature and
                 duration thereof. All such written notices of entry and/or
                 inspection shall be sent by Buyer by separate facsimile
                 transmittals to each of Diane Deaton, EGL Eagle Global
                 Logistics, L.P. (facsimile number 281-618-3399) and to Matthew
                 P. Minnis, Moody Rambin Interests (facsimile number
                 713-850-7779). Immediately after any such entry or inspections,
                 Buyer shall promptly restore the Property to its original
                 condition at Buyer's sole cost and expense.

         (c)     BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND ITS
                 SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS,
                 AGENTS AND AFFILIATES, AND EACH OF THEM, FROM ANY AND ALL
                 CLAIMS, LIABILITIES, DEMANDS, CAUSES OF ACTION, SUITS, DEBTS,
                 OBLIGATIONS, DAMAGES, COSTS (INCLUDING BUT NOT LIMITED TO
                 PENALTIES, FINES, ATTORNEYS' FEES AND COURT COSTS) AND LOSSES
                 OF WHATEVER KIND


                                      -8-

<PAGE>

                 OR NATURE WHETHER AT LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN,
                 FORESEEN OR UNFORESEEN SUFFERED BY ANY PERSON OR PROPERTY
                 ARISING OUT OF, RELATING TO OR CONNECTED WITH THE ACTS,
                 OMISSIONS OR MISCONDUCT OF BUYER, ITS AGENTS, CONTRACTORS,
                 SERVANTS, EMPLOYEES OR LICENSEES IN CONNECTION WITH ANY ENTRY
                 ONTO THE PROPERTY BY SUCH PERSONS, AND/OR ANY ACTIVITIES
                 RELATED THERETO. BUYER'S INDEMNIFICATION OBLIGATIONS SHALL
                 SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT.

         (d)     From and after the execution hereof and through the Closing or
                 termination of this Agreement, Buyer shall at its sole cost and
                 expense maintain in full force and effect a policy or policies
                 of comprehensive general liability insurance, with limits of
                 not less than One Million and No/100 Dollars ($1,000,000.00)
                 per occurrence and Two Million and No/100 Dollars
                 ($2,000,000.00) in the aggregate, issued by one or more
                 carriers licensed to do business in the States of Texas,
                 Indiana and Connecticut and reasonably acceptable to Seller,
                 insuring Buyer and naming Seller as an additional insured
                 against liability for injury to or death of persons and loss of
                 or damage to property occurring in, on or about the Property
                 caused by Buyer or Buyer's consultants, representatives or
                 agents. Such policy(ies) shall also contain an appropriate
                 cross liability endorsement in favor of Seller, shall specify
                 that such insurance policies shall not be cancelable on less
                 than thirty (30) days prior written notice to Seller, and shall
                 be primary to any liability policy of Seller. Prior to any
                 entry on the Property and as a condition precedent thereto,
                 Buyer shall provide Seller with original certificates
                 evidencing all such insurance as required by this provision.

         (e)     Within five (5) business days after the Effective Date, Seller
                 will make available for review, inspection and copying at
                 Seller's office in Houston, Texas copies of any and all
                 surveys, title reports, physical engineering and environmental
                 reports, recent tax and utility bills, certificates of
                 occupancy, service contracts and related documents, and other
                 information, if any, concerning the Property (collectively, the
                 "Documents") which to Seller's knowledge are in Seller's
                 possession. Buyer acknowledges and agrees that all Documents
                 which have been, are being or at any time will be provided to
                 Buyer, if any, were and are intended solely as a courtesy in
                 facilitating Buyer's independent review of the Property, and
                 that except as otherwise herein provided the Documents were
                 provided and are being provided without representation or
                 warranty of any kind whatsoever regarding the same, including,
                 without limitation, as to the content, accuracy or completeness
                 thereof, and Seller hereby expressly disclaims any and all such
                 representations and warranties. Buyer has relied, is relying
                 and shall rely only on its independent review and due diligence
                 in determining whether or not to purchase the Property and
                 shall not rely on the Documents.

         (f)     Any third party studies, data, reports, analyses and writings
                 regarding the Property which have been or are produced,
                 received or obtained by Buyer in connection with the Property
                 shall be the sole property of Buyer, provided, however, upon
                 written request by Seller, Buyer shall promptly provide
                 duplicates thereof to


                                      -9-


<PAGE>

                 Seller  at no cost to Seller, but without representation or
                 warranty of any kind whatsoever regarding the same (including,
                 without limitation, as to the content, accuracy or completeness
                 thereof). The provisions of this section shall expressly
                 survive the termination of this Agreement.

         4.2      TITLE AND SURVEY.

         (a)     Within fifteen (15) days after the Effective Date hereof,
                 Seller will cause to be delivered to Buyer a commitment for
                 title insurance issued by the Title Company in the form of T-1
                 commitment for title insurance with respect to the Austin
                 Property and Grapevine Property, and in the form of an ALTA
                 1970 commitment for title insurance with respect to the South
                 Bend Property and the East Granby Property together with copies
                 of all recorded instruments referenced as exceptions therein
                 (collectively, the "Title Commitment"). Within thirty (30) days
                 after the Effective Date hereof, Seller shall cause to be
                 delivered to Buyer a Survey of the Property. Within ten (10)
                 days after delivery of the later of the Title Commitment and
                 Survey to Buyer (the "Title Review Period"), Buyer shall notify
                 Seller in writing of each specific item referenced in the Title
                 Commitment and Survey which is a Title Defect. All items
                 referenced or disclosed in the Title Commitment and Survey or
                 in the underlying documents which are not disapproved in
                 writing by Buyer prior to the expiration of the Title Review
                 Period shall be deemed to be Permitted Exceptions.
                 Notwithstanding the foregoing, it shall be a condition
                 precedent to Buyer's obligation to close hereunder that title
                 to the Property shall be free and clear of all monetary liens
                 against the Property, other than the lien of non-delinquent
                 real property taxes, assessments and any liens or other matters
                 arising from Buyer's entry, inspections, investigations,
                 financing or other activities.

         (b)     If Buyer timely objects to any matter set forth in the Title
                 Commitment or Survey as stated in the preceding subparagraph
                 (a), then Seller may, but without any obligation hereunder,
                 elect by written notice to Buyer to use reasonable efforts to
                 cure such disapproved matters prior to expiration of the Due
                 Diligence Period. If Seller so elects by written notice to
                 Buyer, Buyer shall be obligated to close the transaction but
                 the cure of all such matters to Buyer's reasonable satisfaction
                 shall be a condition to Buyer's obligation to close the Escrow
                 and if such matters are not so cured, then at or prior to
                 Closing, Buyer may terminate this Agreement and the Escrow
                 Holder shall return the Deposit to Buyer and neither party
                 shall have any further rights, duties, liabilities or
                 obligations hereunder, except with respect to provisions of
                 this Agreement which expressly survive the termination of this
                 Agreement. If Seller does not elect to cure such disapproved
                 matters, Seller will notify Buyer in writing and Buyer shall
                 within five (5) business days after receipt of such notice
                 either (i) waive all such disapprovals and proceed to close
                 this transaction without offset or deduction of any kind or
                 (ii) terminate this Agreement and Escrow Agent shall return the
                 Deposit together with all interest earned thereon to Buyer. If
                 Buyer fails to make such written election within such five (5)
                 day period, Buyer shall be deemed irrevocably to have elected
                 to waive


                                      -10-

<PAGE>

                 all such disapprovals and to proceed to close thetransaction
                 without offset or deduction of any kind.

         4.3  BUYER'S DISAPPROVAL OF DUE DILIGENCE ITEMS; SUBSEQUENT TERMINATION
         OF AGREEMENT.

         (a)     Buyer may in its sole discretion and for any reason or no
                 reason elect not to proceed with the transaction contemplated
                 by this Agreement prior to the expiration of the Due Diligence
                 Period. Such election to terminate shall be effected, if at
                 all, by Buyer's written notice which must be delivered to
                 Seller prior to 5:00 p.m. Houston, Texas time on the last day
                 of the Due Diligence Period. If Buyer properly terminates this
                 Agreement pursuant to this Section 4.3(a), then this Agreement
                 shall be terminated, the Escrow Holder shall return the Deposit
                 to Buyer, and neither party shall have any further liabilities,
                 rights, duties or obligations hereunder except with respect to
                 the provisions of this Agreement which expressly survive the
                 termination of this Agreement. If Buyer fails to timely deliver
                 to Seller written notice of Buyer's termination of this
                 Agreement, all conditions of this Section 4.3(a) shall be
                 deemed to have been waived and Buyer shall proceed to close
                 this transaction in accordance with the terms of this
                 Agreement.

         (b)     Upon Buyer's timely termination of this Agreement pursuant to
                 Section 4.3(a) above, the Deposit (other than the One Hundred
                 and No/100 Dollars ($100.00) non-refundable portion thereof)
                 and all accrued interest on the balance of the Deposit retained
                 in Escrow shall be returned to Buyer by Escrow Holder. Except
                 to the extent of the parties' respective indemnification
                 obligations and representations and warranties contained
                 herein, which shall survive the Closing or any cancellation or
                 termination of this Agreement and any other provisions of this
                 Agreement which expressly survive the cancellation or
                 termination hereof, neither party shall have any further
                 obligations or liabilities to the other following any such
                 termination of this Agreement.

5.       WAIVER OF REPRESENTATIONS AND WARRANTIES.

         5.1 "AS IS" SALE. Seller makes no representations or warranties of any
         kind whatsoever to Buyer, except for such representations and
         warranties expressly set forth in this Agreement or in the Deed (the
         "Express Representations"). All of the covenants, terms and provisions
         hereinafter set forth in Sections 5.1 through 5.4, inclusive, shall
         expressly survive the Closing hereof or any earlier termination of this
         Agreement and shall not be merged into the Deed or other documents
         delivered at Closing. Without limitation of the generality of the
         foregoing, Buyer acknowledges and agrees as follows:

         (a)  The Property is to be conveyed by Seller to Buyer in an "AS IS,
              WHERE IS" and "SUBJECT TO ALL FAULTS" condition, with any and all
              faults;


                                      -11-

<PAGE>

         (b)  Other than the Express Representations, Seller has not made, does
              not hereby make, and shall not make and expressly disclaims, any
              and all representations, warranties, promises, covenants,
              agreements or guarantees of any kind or nature whatsoever, whether
              express or implied, oral or written, past or present, of, as to,
              concerning or with respect to any aspect, condition, fact or issue
              relating to the Property in any respect whatsoever.

         (c)  Without limiting the foregoing, other than the Express
              Representations Seller has not made, does not make, and shall not
              make any representation or warranty regarding the presence or
              absence of any hazardous substances (as defined herein) on, under
              or about the Property or the compliance or noncompliance of the
              Property with the following federal laws or their state
              equivalents: the Comprehensive Environmental Response,
              Compensation and Liability Act, the Superfund Amendment and
              Reauthorization Act, the Resource Conservation Recovery Act, The
              Toxic Substance Control Act, the Federal Water Pollution Control
              Act, the Federal Environmental Pesticides Act, the Clean Water Act
              and the Clean Air Act; any so-called federal, state or local
              "Superfund" or "Superlien" statute; or any other statute, law,
              ordinance, code, rule, regulation, order or decree regulating,
              relating to or imposing liability (including strict liability) or
              standards of conduct concerning any hazardous substances
              (collectively, the "Hazardous Substance Laws"). For purposes of
              this Agreement, the term "hazardous substances" shall mean and
              include any substance, whether solid, liquid or gaseous: (i) which
              is listed, defined or regulated as a "hazardous substance,"
              "hazardous waste" or "solid waste," or otherwise classified as
              hazardous or toxic, in or pursuant to any Hazardous Substance
              Laws; (ii) which is or contains asbestos, radon, any
              polychlorinated biphenyl, urea, formaldehyde, foam insulation, or
              explosive or radioactive material; (iii) which is or contains
              petroleum or petroleum products, including any fractions or
              distillates thereof; or (iv) which causes or poses a threat to
              cause a contamination or nuisance on the Property or on any
              adjacent property or a hazard to the environment or to the health
              or safety of persons on the Property. As used in this Paragraph,
              the word "on" when used with respect to the Property or adjacent
              property means "on, in, under, above or about."

         5.2 RELIANCE ON OWN INVESTIGATIONS. Buyer hereby acknowledges and
         agrees that Buyer has been or will be given full opportunity to inspect
         and investigate the Property and all aspects, conditions, facts and
         issues relating to the Property in any respect whatsoever, is fully
         satisfied with all such matters, and is relying and shall rely solely
         on such investigations in determining whether or not to purchase the
         Property, other than the Express Representations. Buyer further
         acknowledges and agrees that the Documents and/or any other information
         concerning the Property which have been furnished by Seller were
         obtained from a variety of sources and that Seller did not and is not
         required to make any independent investigation or verification of any
         such information or Documents with respect to accuracy, completeness or
         any other matter, and except for the Express Representations Seller
         expressly disclaims any representations and warranties with respect to
         such matters.


                                      -12-

<PAGE>

         5.3 WAIVER OF CONSUMER RIGHTS (AS TO THE AUSTIN PROPERTY AND GRAPEVINE
         PROPERTY). BUYER REPRESENTS TO SELLER THAT: (a) BUYER IS NOT IN A
         SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH SELLER; AND (b) BUYER
         IS REPRESENTED BY LEGAL COUNSEL IN THE TRANSACTION RELATING TO THE SALE
         AND PURCHASE OF THE PROPERTY. TO THE FULLEST EXTENT ALLOWED BY LAW,
         BUYER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND REMEDIES UNDER THE TEXAS
         DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACT (TEXAS BUSINESS AND
         COMMERCE CODE, SECTION 17.41, ET. SEQ.), A LAW THAT GIVES CONSUMERS
         SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF
         BUYER'S OWN SELECTION.

                                    Macfarlan Holdings, Ltd., a Texas
                                    limited partnership

                                    By:     WJM Properties, L.L.C., its
                                            General Partner


                                            By:
                                               --------------------------------
                                               John J. Jenkins, Manager

         5.4      NOTICE TO SELLER AND BUYER.

         (a)  Brokers advise Buyer to have an abstract covering the Property
              examined by an attorney of Buyer's selection, or Buyer should be
              furnished with or obtain a Title Policy. If a Title Policy is
              furnished, the title commitment should be promptly reviewed by an
              attorney of Buyer's choice due to the time limitations on Buyer's
              right to object.

         (b)  Buyer is advised that the presence of wetlands, toxic substances
              including lead-based paint or asbestos and wastes or other
              environmental hazards, or the presence of a threatened or
              endangered species or its habitat may affect Buyer's intended use
              of the Property.

         (c)  If either the Austin Property or Grapevine Property is situated in
              a utility or other statutorily created district providing water,
              sewer, drainage, or flood control facilities and services, Chapter
              50 of the Texas Water Code requires Seller to deliver and Buyer to
              sign the statutory notice relating to the tax rate, bonded
              indebtedness, or standby fee of the district prior to final
              execution of this contract.

6.       REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER.

         6.1 BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and
         warrants to Seller as follows:


                                      -13-

<PAGE>

         (a)  Organization. Buyer is a limited partnership duly organized,
              validly existing and created under the laws of the State of Texas
              and has all requisite power and authority to enter into this
              Agreement and to perform its obligations hereunder. If Buyer
              assigns and transfers its right, title and interest in this
              Agreement to another entity pursuant to Section 7.2 hereof, this
              representation shall be deemed to be modified to refer to such
              different entity.

         (b)  Authorization of Agreement. The execution, delivery and
              performance of this Agreement by Buyer and the consummation of the
              transactions contemplated hereby have been duly authorized by all
              necessary action on behalf of Buyer, and this Agreement
              constitutes the legal, valid and binding obligation of Buyer
              enforceable against it in accordance with each and every one of
              the terms and provisions hereof. The individual(s) signing below
              has the full right, power and authority to execute this Agreement
              on behalf of Buyer and that Buyer is bound thereby without further
              approval, authorization or consent of any kind being required.

         6.2 SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
         warrants to Buyer as of the Effective Date and as of the Closing Date
         as follows:

         (a)  Organization. Seller is a corporation duly organized, validly
              existing and created under the laws of the State of Texas and has
              all requisite power and authority to enter into this Agreement and
              to perform its obligations hereunder.

         (b)  Authorization of Agreement. The execution, delivery and
              performance of this Agreement by Seller and the consummation by
              Seller of the transactions contemplated hereby have been duly
              authorized by all necessary action on behalf of Seller, and this
              Agreement constitutes the legal, valid and binding obligation of
              Seller enforceable against it in accordance with each and every
              one of the terms and provisions hereof. The individual(s) signing
              below has the full right, power and authority to execute this
              Agreement on behalf of Seller and that Seller is bound thereby
              without further approval, authorization or consent of any kind
              being required.

7.       COVENANTS.

         7.1      BY SELLER.

         (a)  Contracts. Seller covenants with Buyer that from the Effective
              Date of this Agreement through the Closing or any earlier
              termination of this Agreement, Seller shall not enter into any
              maintenance, service or management agreements, or leases (other
              than the Lease Agreement), which would bind Buyer or the Property
              after Closing which cannot be terminated on not more than thirty
              (30) days' notice, without the prior written consent of Buyer
              which shall not be unreasonably withheld, conditioned or delayed
              or amend, modify or terminate any of the service


                                      -14-

<PAGE>


              contracts to be assigned by Seller to Buyer without the prior
              written consent of Buyer, which consent shall not be unreasonably
              withheld, conditioned or delayed.

         7.2 BY BUYER. Buyer may assign and transfer all of its right, title and
         interest to this Agreement to another entity which is controlling,
         controlled by or under common control of Buyer, provided that such
         entity expressly assumes in writing all obligations and liabilities of
         Buyer under this Agreement.

         7.3 LEASE TO TENANT. Concurrently with the Closing and consummation of
         this transaction, Buyer agrees to leaseback and demise to Tenant, and
         Seller will cause the Tenant to lease from Buyer, the Property upon the
         terms and conditions set forth in the Lease Agreement attached hereto
         as Exhibit "H" and incorporated by reference herein for all purposes.
         The initial base rent shall be payable by Tenant to the Buyer, as
         landlord, under each applicable Lease Agreement for each parcel of the
         Property in accordance with the schedule set forth in Exhibit "K"
         attached hereto and incorporated by reference herein for all purposes.

8.       CLOSING

         8.1 DATE AND PLACE. The Closing shall occur on the Closing Date (or if
         the scheduled Closing Date does not fall on a business day, the Closing
         Date shall be the first business day thereafter) at 11:00 a.m. Houston,
         Texas time at such place as may be reasonably designated by Seller and
         Buyer.

         8.2 SELLER'S DELIVERIES. Seller shall deliver or cause to be delivered
         to Buyer through the Title Company on or prior to the Closing Date the
         following ("Seller's Closing Documents"):

         (a)  The Deeds as to the Austin Property and Grapevine Property in the
              form of Exhibit "B" attached hereto;

         (b)  The Deed as to the South Bend Property in the form of Exhibit "C"
              attached hereto;

         (c)  The Deed as to the East Granby Property in the form of Exhibit "D"
              attached hereto;

         (d)  Seller's affidavit of non-foreign status as contemplated by 26
              USCSss.1445, as amended (the "FIRPTA Affidavit");

         (e)  Seller's original executed counterparts of an agreement in the
              form attached as Exhibit "E" hereto (herein, the "Bill of Sale,
              Assignment and Assumption Agreement");

         (f)  Four (4) executed counterpart originals of the Lease Agreement in
              the form attached hereto as Exhibit "H";


                                      -15-

<PAGE>

         (g)  Four (4) executed counterpart originals of the Memorandum of Lease
              for each Property in the form of Exhibit "I" attached hereto and
              made a part hereof;

         (h)  A current Commitment for Title Insurance evidencing that the Title
              Company is irrevocably committed to issue an Owner's Title Policy,
              or a Pro Forma Owner's Policy of Title Insurance, as Buyer may
              elect, subject only to the Permitted Title Exceptions;

         (i)  A Seller's Affidavit Regarding Debts and Liens or equivalent
              document which is in form and content reasonably acceptable to
              Seller and the Title Company;

         (j)  Counterparts to a closing statement;

         (k)  Such other documents or instruments which are in form and content
              reasonably acceptable to Seller and required to be delivered to
              Buyer pursuant to this Agreement.

         (l)  Such number of original counterparts of the following legal
              opinions as may be requested by Buyer:

              (i)   An opinion of Seller's counsel, addressed to Buyer (and/or
                    its permitted assignees), to the effect that this Agreement
                    has been duly authorized, executed and delivered by Seller.

              (ii)  Opinions of Seller's counsel, addressed to Buyer (and/or its
                    permitted assignees) and to Buyer's lender(s) providing
                    financing for the purchase of the Property, to the effect
                    that Seller's guaranty of each Lease (i) has been duly
                    authorized, executed and delivered by Seller, and (ii) the
                    execution, delivery and performance of the guaranty of each
                    Lease does not violate the articles of incorporation or
                    bylaws of Seller or any contracts or agreements of Seller
                    known to such counsel.

              (iii) An opinion of Seller's counsel, addressed to Buyer (and/or
                    its permitted assignees) and Buyer's lender(s) providing
                    financing for the purchase of the Property, to the effect
                    that each Lease has been duly authorized, executed and
                    delivered by the Tenant, that the execution, delivery and
                    performance of each Lease does not violate the
                    organizational documents of Tenant or any contracts or
                    agreements of Tenant known to such counsel.

              (iv)  Opinions of Seller's counsel, addressed to Buyer (and/or its
                    permitted assignees) and to Buyer's lender(s) providing
                    financing for the purchase of the Property, to the effect
                    that Seller's guaranty of each Lease is valid, binding and
                    enforceable in accordance with its terms.


                                      -16-

<PAGE>

         (m)  A certificate of the Secretary or Assistant Secretary of Seller
              and Tenant evidencing that those officers acting for Seller and
              Tenant have full authority to consummate this transaction and
              execute and deliver the Leases and Guaranties, in accordance with
              the terms of this Agreement as modified through the Closing, and
              referencing appropriate resolutions of the Seller and Tenant, if
              applicable.

         (n)  Such other instruments and affidavits if required by the Title
              Company and in form and content reasonably acceptable to Seller.

         (o)  Certificates of Existence, Good Standing, and Authority or
              Qualification to do Business, as applicable, (a) with respect to
              Seller from the Secretary of State of Texas, and (b) with respect
              to Tenant from the Secretaries of State of the Texas, Indiana and
              Connecticut.

         (p)  Certificates of insurance with respect to the Parcels showing the
              insurance coverages required under the Leases.

         (q)  Four (4) original counterparts of the Guaranty of each Lease with
              Tenant, executed by Seller in the form attached hereto as Exhibit
              J (each, a "Guaranty", and collectively, the "Guaranties").

         8.3 BUYER'S DELIVERIES. Buyer shall deliver or cause to be delivered to
         Seller through the Title Company on or prior to the Closing Date the
         following:

         (a)  The balance of the Purchase Price in the form of bank wire
              transfer or other cash equivalent;

         (b)  One (1) executed counterpart of the Deed as the Austin Property
              and Grapevine Property in the form of Exhibit "B" attached hereto;

         (c)  One (1) executed counterpart of the Deed as to the South Bend
              Property in the form of Exhibit "C" attached hereto;

         (d)  One (1) executed counterpart of the Deed as to the Granby Property
              in the form of Exhibit "D" attached hereto;

         (e)  Four (4) executed counterpart originals of the Bill of Sale,
              Assignment and Assumption Agreement;

         (f)  Four (4) executed counterparts of the Memorandum of Lease for each
              Property in the form of Exhibit "I" attached hereto;

         (g)  Four (4) executed counterpart originals of the Lease Agreement in
              the form of Exhibit "H" attached hereto;

         (h)  Counterparts to a closing statement; and


                                      -17-

<PAGE>


         (i)  Such other documents or instruments which are in form and content
              reasonably acceptable to Buyer and required to be delivered to
              Seller pursuant to this Agreement.

         8.4 PROCEDURE. On the Closing Date, Seller and Buyer shall cause the
         Title Company to perform the following:

         (a)  Cause each Deed (marked for return to Buyer) to be properly
              recorded in the real estate records for Travis County, Texas,
              Dallas County, Texas, St. Joseph County, Indiana and East Granby,
              Connecticut, which recordation shall also constitute delivery of
              the Deed to Buyer;

         (b)  Cause each Memorandum of Lease to be properly recorded in the real
              estate records for Travis County and Dallas County, Texas, St.
              Joseph County, Indiana and East Granby, Connecticut.

         (c)  Confirm in writing the Title Company's irrevocable commitment to
              issue the Title Policy or a Pro Forma Owner's Title Policy to
              Buyer with respect to each Property promptly following the
              Closing;

         (d)  Disburse the Purchase Price to Seller less the applicable Closing
              Costs to be paid by Seller;

         (e)  Charge Seller and Buyer for those costs and expenses to be paid by
              Seller and Buyer pursuant to this Agreement and disburse any net
              funds remaining after the preceding disbursements to the
              appropriate party;

         (f)  Prepare and deliver to Buyer and Seller one (1) signed copy of
              Escrow Holder's closing statement showing all receipts and
              disbursements of the Escrow;

         (g)  Deliver to each party two (2) fully signed counterpart originals
              of the Bill of Sale, Assignment and Assumption;

         (h)  Deliver to each party two (2) fully signed counterpart originals
              of the Lease Agreement;

         (i)  Deliver to each party two (2) fully signed counterpart originals
              of the Guaranties;

         (j)  Deliver the FIRPTA Affidavit to Buyer; and

         (k)  Deliver original counterparts of all of the other closing
              documents to Buyer and/or Seller, as appropriate.


                                      -18-

<PAGE>


         8.5 POSSESSION. Possession of the Property shall be delivered to Buyer
         upon closing and funding of this transaction, subject to the rights of
         Tenant, as tenant in possession pursuant to the Lease Agreement.

9.       CLOSING COSTS.

         9.1 SELLER'S COSTS. At Closing, Escrow Holder shall charge Seller for
         the following Closing Costs:

         (a)  All amounts which are or would be charged by Title Company for
              each Owner's Policy of Title Insurance issued with respect to the
              Austin Property, the Grapevine Property, the South Bend Property
              and the East Granby Property;

         (b)  All costs of the Survey to the extent the same have not been paid
              prior to Closing;

         (c)  One-half (1/2) of all state, county and local transfer taxes or
              similar charges applicable to this transaction; and

         (d)  One-half (1/2) of the escrow fee charged by Escrow Holder.

         9.2 BUYER'S COSTS. At Closing, Escrow Holder shall charge Buyer for the
         following Closing Costs:

         (a)  The recording charges in connection with recordation of the Deed;

         (b)  One-half (1/2) of the escrow fee charged by Escrow Holder;

         (c)  One-half (1/2) of all state, county and local transfer taxes or
              similar charges applicable to this transaction;

         (d)  All costs of any endorsements to the Title Policy requested by
              Buyer in its discretion, in excess of the amounts charged to
              Seller pursuant to Section 9.1(a) above; and

         (e)  All costs associated with Buyer's financing, if any.

         9.3 REAL PROPERTY TAXES. Real property taxes, assessments, utility
         charges, amounts due or paid pursuant to the Service Contracts and
         other expenses related to the Property shall not be prorated as of the
         Closing Date, but shall be borne by Seller and shall be specifically
         assumed by the Tenant in accordance with the Lease at Closing.

10.      RISK OF LOSS.

         10.1 CONDEMNATION. Prior to Closing, risk of loss of the Property by
         condemnation shall be borne by Seller. Seller agrees to provide Buyer
         with prompt written notice of any actual or threatened condemnation of
         which Seller has actual knowledge. If there is


                                      -19-

<PAGE>


              any  taking or condemnation of the entire Property or any material
              portion thereof prior to the Closing, (for purposes of the
              foregoing, "material" shall mean a taking or condemnation of any
              parcel of the Property as shall substantially and materially
              impair the use of such parcel or which would allow either party to
              terminate the Lease with respect to any parcel of the Property if
              such condemnation occurred during the Lease term), then (i) Buyer
              shall have the right to terminate the Agreement in its entirety by
              giving notice to Seller within ten (10) days after Buyer's receipt
              of notice of such condemnation; or (ii) either party may at its
              option terminate this Agreement with respect to such affected
              parcel by written notice to the other delivered no later than ten
              (10) days following such party's notice to the other of such
              taking. If Buyer elects to terminate this Agreement in whole
              pursuant to this Section 10.1, the Deposit shall be returned to
              Buyer with all accrued interest thereon. If either party elects to
              terminate this Agreement only with respect to the affected parcel,
              then the Closing shall occur as set forth herein with respect to
              all other parcels and the Purchase Price shall be reduced by the
              amount allocated to the affected parcel. If neither party
              terminates this Agreement as provided herein, the parties shall be
              deemed to have elected to proceed with the transactions described
              herein, the Closing shall occur as set forth herein, and subject
              to Tenant's rights under the Lease Agreement, Buyer shall be
              entitled to all condemnation awards payable as a result of such
              taking and the right to collect any such award shall be assigned
              to Buyer at Closing. The obligations set forth in this section
              shall expressly survive the Closing of this transaction and shall
              not be merged into the closing documents.

         10.2 DAMAGE OR DESTRUCTION. Prior to Closing, risk of loss of the
         Property by damage or destruction shall be borne by Seller. Seller
         agrees to provide Buyer with prompt written notice of any damage to or
         destruction of the Property of which Seller has knowledge. In such
         event the parties' rights and obligations shall be as follows:

         (a)  If the Repair Cost is ten percent (10%) or less of the Purchase
              Price allocated for the affected parcel of the Property as set
              forth in Section 1.22 hereof, then Buyer shall accept the Property
              at Closing subject to such damage or destruction and Buyer shall
              be entitled to a credit against the Purchase Price in the amount
              of the deductible plus all insurance proceeds actually received by
              Seller prior to the Closing as a result of the loss, and an
              assignment of Seller's rights to the balance of the insurance
              proceeds. As used herein, the term "Repair Cost" means an estimate
              of the actual cost to repair the damage attributable to such
              damage or destruction and obtained by Seller within thirty (30)
              days following the event of damage or destruction from a
              reputable, licensed independent contractor selected by Seller
              licensed to do business in the State of Texas, Indiana or
              Connecticut, as applicable.

         (b)  If the Repair Cost exceeds ten percent (10%) of the Purchase Price
              allocated for the affected parcel of the Property as set forth in
              Section 1.21 hereof, then (i) Buyer shall have the right to
              terminate this Agreement exercisable only by giving written notice
              of such election to Seller within thirty (30) days after the
              determination of the Repair Cost; (ii) Buyer or Seller shall have
              the right to terminate this Agreement with respect to the affected
              parcel only, in which case


                                      -20-

<PAGE>


              the Purchase Price shall be reduced by the amount allocated to
              such parcel of the Property; or (iii) Buyer may elect to accept
              the Property at Closing subject to such damage or destruction and
              Buyer shall be entitled to a credit against the Purchase Price in
              the amount of the deductible plus all insurance proceeds actually
              received by Seller prior to the Closing as a result of the loss,
              and an assignment of Seller's rights to the balance of the
              proceeds. If Buyer does not elect to terminate the entire
              Agreement in accordance with (i) above, and either party elects to
              terminate this Agreement with respect to the affected parcel, then
              the Closing shall occur as set forth herein with respect to all
              other parcels and the Purchase Price shall be reduced by the
              amount allocated to the affected parcel. If Buyer duly exercises
              such termination right as to the whole Agreement, the Deposit
              shall be returned to Buyer with all accrued interest thereon.

         (c)  If the Closing Date would otherwise occur during a time period
              described in this Section 10.2, then the Closing Date shall be
              extended to a date which is ten (10) days following the expiration
              of such time period, but in no event shall any such extension
              pursuant to this provision cause the Closing Date to be later than
              November 10, 2002, and if such applicable time period has not
              expired by such date, then either party may terminate this
              Agreement.

11.      MISCELLANEOUS PROVISIONS.

         11.1 ENTIRE AGREEMENT; AMENDMENTS IN WRITING; WAIVER. This Agreement
         constitutes the entire understanding and agreement of the parties with
         respect to the subject matter hereof and supersedes and replaces all
         prior understandings, communications and agreements of any kind,
         whether verbal or in writing. There are no other promises, covenants,
         understandings, agreements, representations or warranties with respect
         to the subject matter of this Agreement except as expressly set forth
         herein. This Agreement and each of its provisions may not be modified,
         amended, terminated or waived except pursuant to a written instrument
         duly executed and acknowledged by the parties hereto, or their
         successors in interest. No delay, omission or election of remedies by
         any party hereto in exercising any right or power hereunder shall
         impair any such right or remedy or constitute a waiver thereof, unless
         expressly stated in a written instrument duly executed by such
         benefited party. A waiver of any covenant, condition or term set forth
         herein shall not be construed as a waiver of any succeeding breach of
         the same or other covenant, condition or term.

         11.2 NO ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARIES. Buyer
         shall not transfer or delegate any of its right, title or interest
         under this Agreement or otherwise with respect to the Property except
         as expressly permitted in Section 7.2 of this Agreement. Seller shall
         have the right, without obtaining any consent of Buyer, to assign and
         transfer all of Seller's right, title and interest in this Agreement
         and the Deposit to any successor in interest by merger or acquisition
         or to any wholly owned subsidiary or affiliate which is owned or
         controlled by Seller, without releasing Seller from liability under
         this Agreement. Subject to the foregoing, this Agreement shall be
         binding upon and inure to the benefit of the respective parties hereto
         and their heirs, estates, personal


                                      -21-

<PAGE>

              representatives, successors and assigns. This Agreement is made
              and entered into for the sole benefit of the parties hereto and
              such parties do not intend to create any rights or benefits for
              any other person or entity and expressly disclaim the same.

         11.3 INTERPRETATION; CONSTRUCTION; PARTIAL INVALIDITY. This Agreement
         has been negotiated at arm's length and between persons sophisticated
         and knowledgeable in business and real estate matters and with the
         advice of legal counsel. Any rule of law or legal decision which would
         require interpretation of this Agreement against the party which
         drafted it is not applicable and is expressly waived. The provisions of
         this Agreement shall be interpreted in a reasonable manner to effect
         the purposes of the parties and this Agreement. The section headings,
         captions and arrangement of this Agreement are solely for the
         convenience of the parties and shall not in any way affect, limit,
         amplify, or modify the terms or provisions of this Agreement. The
         singular herein shall include the plural and vice versa, and gender
         references herein shall include all genders. If any provision of this
         Agreement is unenforceable for any reason, such unenforceability shall
         not invalidate this Agreement but the balance of this Agreement shall
         remain in full force and effect to the fullest extent permitted.

         11.4 COUNTERPART EXECUTION. This Agreement may be executed in
         counterparts, each of which when so executed shall be deemed to be an
         original and all such counterparts together shall constitute one and
         the same instrument. The parties authorize Escrow Holder to remove the
         signature pages of one or more of the counterpart copies and attach the
         same to another original of this Agreement.

         11.5 TIME OF ESSENCE. Time is of the essence as to each and every
         obligation contained in this Agreement to be performed by either party,
         including, without limitation, the Closing Date. If the date for the
         performance of any obligations arising hereunder, or the date upon
         which any notice shall be given, is a Saturday, Sunday or any legal
         holiday under the laws of the State of Texas, then such date shall be
         extended to the next business day immediately succeeding such Saturday,
         Sunday or legal holiday.

         11.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
         AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT
         THAT THE FORM OF THE DEED AND ANY OTHER CONVEYANCE DOCUMENTS DELIVERED
         AT CLOSING SHALL BE GOVERNED BY THE STATE LAW IN WHICH THE PROPERTY IS
         LOCATED. THE PARTIES HEREBY CONSENT TO THE SUBJECT MATTER JURISDICTION,
         PERSONAL JURISDICTION AND VENUE OF THE UNITED STATES FEDERAL DISTRICT
         COURTS AND STATE COURTS OF THE STATE OF TEXAS, EACH AS LOCATED IN
         HARRIS COUNTY, TEXAS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
         PARTY HEREBY WAIVES THE RIGHT TO JURY TRIAL WITH RESPECT TO ALL MATTERS
         RELATING TO THIS AGREEMENT OR THE PROPERTY.

         11.7 ATTORNEYS' FEES. In the event any party hereto shall engage legal
         counsel or bring any action against the other with respect to the
         breach, interpretation or enforcement of this Agreement, the losing
         party in such proceeding or other matter shall pay the prevailing party
         for all reasonable costs incurred therein, including, without


                                      -22-

<PAGE>

         limitation, reasonable attorneys' fees, costs of suit, appeal and
         collection, in such amounts as may be determined by the trier of fact
         having jurisdiction thereof.

         11.8 BROKERS' COMMISSIONS. Seller's broker for all purposes in this
         transaction is Matthew P. Minnis of Moody Rambin Interests telephone
         713-773-5581, facsimile 713-850-7779 ("Seller's Broker"). Seller shall
         pay any fees and commissions owing to Seller's Broker pursuant to the
         terms of a separate written agreement between Seller and Seller's
         Broker. Seller agrees to indemnify, defend and hold Buyer harmless from
         any loss, liability, damage, cost or expense (including, without
         limitation, reasonable attorneys' fees) paid or incurred by Buyer by
         reason of any claim to any broker's, finder's or other fee in
         connection with this transaction by Seller's Broker. Buyer shall have
         no obligation of any kind to pay a commission, fee or other amount to
         Seller's Broker in connection with this transaction. Each party
         represents and warrants to the other party that no real estate agents,
         brokers, or finders other than Seller's Broker (the payment of whom is
         Seller's sole responsibility) has participated or been involved in this
         Agreement or this transaction. In the event any claim is made by any
         person or entity other than Seller's Broker for any real estate
         commissions, fees, or other compensation in connection with this
         Agreement or this transaction and based upon any agreements,
         understandings, dealings or communications with a particular party,
         such party shall indemnify and hold all other parties harmless from the
         same and from any loss, cost, damage, or expense, including, without
         limitation, attorneys' fees and costs of suit, appeal and collection,
         which such other parties may realize, suffer or incur therefrom. The
         obligations set forth in this section shall expressly survive the
         Closing of this transaction and shall not be merged into the closing
         documents.

         11.9 NO FIDUCIARY RELATIONSHIP. Neither party is the agent or
         representative of the other party, and the parties shall not indicate
         otherwise to any other person. Nothing in this Agreement, nor the acts
         of the parties, shall be construed to create a partnership, joint
         venture or any other form of relationship between Seller and Buyer
         other than that of seller and buyer.

         11.10 SELLER'S DEFAULT. If the purchase and sale of the Property is not
         consummated as a result of Seller's default under this Agreement and
         Buyer is not in default hereunder, Buyer as its sole and exclusive
         remedy hereunder shall have the right, at its option, to either (a)
         terminate this Agreement and receive a return of the Deposit, plus
         accrued interest thereon, and Buyer will be reimbursed by Seller for
         Buyer's out of pocket costs and expenses in an amount not to exceed Two
         Hundred Fifty Thousand and No/100 Dollars ($250,000.00) incurred by
         Buyer in connection with this Agreement and the transactions
         contemplated hereby and Buyer's investigation of the Property and Buyer
         will provide documentation evidencing such costs and expenses in form
         and content reasonably acceptable to Seller, or (b) pursue specific
         performance of this Contract against Seller. Notwithstanding anything
         to the contrary contained in this Agreement with respect to any default
         by Seller hereunder, Buyer shall have no recourse to the personal
         assets, properties or funds of any of Seller's officers, directors,
         shareholders, employees, subsidiaries, affiliates, agents or other
         representatives of Seller.


                                      -23-

<PAGE>


         11.11 NOTICES. All notices, demands or other communications between the
         parties hereto shall be in writing and shall be deemed delivered when
         personally delivered to a party; or, if sent by reputable overnight
         courier, the first business day after deposit with such courier; or, if
         mailed, three (3) business days after deposit in the United States
         mail, postage prepaid, certified or registered mail, return receipt
         requested; each addressed to the parties as follows or by facsimile
         transmission with an original sent by a reputable overnight courier and
         shall be effective on the date sent and upon confirmation of receipt,
         as follows:

                  If to Buyer:      Macfarlan Holdings, Ltd.
                                    c/o WJM Properties, L.L.C.
                                    10100 North Central Expressway, Suite 200
                                    Dallas, Texas 75251
                                    Attn:  John J. Jenkins, Manager
                                    Telephone:
                                               --------------------------
                                    Facsimile: 214-932-2199

                  With a copy to:   Liechty & McGinnis, P.C.
                                    7502 Greenville Avenue, Suite 750
                                    Dallas, Texas 75231
                                    Attn:  Lorne O. Liechty, Esq.
                                    Telephone: 214-265-0008
                                    Facsimile: 214-265-0615

                  If to Seller:     EGL, Inc.
                                    15350 Vickery Drive
                                    Houston, Texas 77032
                                    Attn:  Jon R. Kennedy, Senior Vice President
                                    Telephone:
                                               ------------------
                                    Facsimile: 281-618-3399

                  with a copy to:   Seller's Broker (see Section 11.8 above) and

                                    Baker & Hostetler, LLP
                                    1000 Louisiana, Suite 2000
                                    Houston, Texas 77002
                                    Attn:  William C. Stroh, Esq.
                                    Telephone: 713-646-1369
                                    Facsimile: 713-276-1626

         A party may change its address for notice purposes by notice given in
         the manner set forth above.

         11.12 FURTHER ASSURANCES. Upon the reasonable request from time to time
         of any party to this Agreement, all other parties agree to execute,
         have notarized and deliver any further documents and instruments and to
         take such further actions as may be reasonably


                                      -24-

<PAGE>

         necessary or appropriate to carry out the purpose and intent of this
         Agreement. The provisions of this Section 11.12 shall survive the
         Closing and shall not be merged into the Deed.

         11.13 NO DISCLOSURE. Seller and Buyer, on behalf of each entity and
         their respective employees, officers, consultants, attorneys, agents
         and representatives agree not to record, release, announce, disclose or
         otherwise publicize any information relating to any matter set forth in
         this Agreement prior to Closing, including, but not limited to, the
         terms hereof and the identity of the Buyer, to any person or entity
         other than legal counsel, consultants, lenders, and other professionals
         retained by Buyer or Seller in connection with this Agreement, who need
         to know such information in connection with such employment and who
         have agreed to preserve the confidentiality of such information.

         11.14 ENVIRONMENTAL SITE ASSESSMENT. Seller has obtained the following:
         (i) as to the Austin Property an Environmental Site Assessment dated
         September 30, 1997, prepared by HBC Engineering, Inc. being HBC Report
         No. 61-2836.97; and (ii) as the Grapevine Property, a Phase I
         Environmental Site Assessment dated July 7, 1998, prepared by ATC
         Associates, Inc., being ATC Project No. 61359.1620; (iii) as to the
         South Bend Property, a Phase I Environmental Site Assessment dated July
         22, 1997, prepared by Abonmarche Consultants, Inc. being Report No.
         97-631-190; and (iv) as to the East Granby Property, a Phase I
         Environmental Site Assessment dated April 1998, prepared by
         Environmental Risk Limited, being Report No. 06566-58, (collectively
         the "Assessment"). Seller has heretofore furnished to Buyer a copy of
         the Assessment. Buyer understands and agrees that Seller shall not at
         any time be deemed to make or have made any representation or warranty
         with respect to the accuracy or completeness of the Assessment or any
         statements, testing data, reports, or other matters omitted from, or
         contained or referred to in, the Assessment. Any reliance by Buyer upon
         the Assessment or any part thereof in connection with any decision by
         Buyer to proceed with the purchase of the Property shall be at the sole
         risk of Buyer. Buyer shall not have any right, and hereby waives and
         disclaims any such right it may otherwise have, to assert any action or
         claim against Seller by reason of anything contained in or omitted from
         the Assessment.

         11.15 MATERIAL ADVERSE CHANGE IN SELLER'S FINANCIAL CONDITION. In the
         event that a Material Adverse Change (as hereinafter defined) in
         Seller's financial condition shall occur between the Effective Date of
         this Agreement and the Closing, Seller will promptly notify the Buyer
         prior to Closing and Buyer may terminate this Agreement by giving a
         written notice to Seller on or prior to Closing and Escrow Holder shall
         promptly return the Deposit and all accrued interest thereon to Buyer
         and neither party shall have any further rights, duties, obligations or
         liabilities hereunder, except with respect to those provisions which
         expressly survive the termination of this Agreement. A "Material
         Adverse Change" in Seller's financial condition shall be deemed to
         occur if there is a decline by ten percent (10%) or more of the
         stockholder's equity of the Seller (excluding the effect of any share
         repurchase by Seller up to $15 Million). As of June 30, 2002, the
         Seller's stockholder's equity is $369,450,000 and a ten percent (10%)
         decline would be $36,945,000.


                                      -25-

<PAGE>

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                      -26-

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth below their signatures.

"SELLER"                                         "BUYER"

EGL, INC., a Texas corporation                   MACFARLAN HOLDINGS, LTD., a
                                                 Texas limited partnership

By:                                              By: WJM Properties, L.L.C., its
      ---------------------------------              General Partner
Name:
      ---------------------------------
Title:
      ---------------------------------

                                                 By:
                                                     --------------------------
Date:  September ___, 2002                           John L. Jenkins, Manager

                                                     Date:  September ___, 2002


                                      -27-

<PAGE>

                   ACKNOWLEDGMENT AND CONSENT BY TITLE COMPANY


         Charter Title Company hereby acknowledges receipt of the Deposit (as
defined in Section 3.1(a) above), and agrees to (a) hold and deliver the Deposit
to Purchaser or Seller in accordance with the terms and provisions of this
Agreement, (b) be and perform all acts of the Escrow Holder under such Agreement
for its normal and customary fees, and (c) be bound by such Agreement in the
performance of its duties as Escrow Holder.

                                          "ESCROW HOLDER"

                                          CHARTER TITLE COMPANY


                                          By:
                                                --------------------------------
                                          Name:
                                                --------------------------------
                                          Title:
                                                --------------------------------
Date of Execution:

                           , 2002
-------------------------


                                      -28-

<PAGE>

                                   EXHIBIT "A"



                          LEGAL DESCRIPTION OF PROPERTY

<PAGE>

                                  EXHIBIT "A-1"

                                 AUSTIN PROPERTY

Tract 1:

Being Lot 6, Block "C" of Metro Center Section 5, a subdivision in Travis County
Texas according to the map or plat thereof recorded in Book 102, Page(s)
177-178, Plat Records Travis County, Texas, said tract being more particularly
described by metes and bounds on Exhibit "A-1" attached hereto and made a part
hereof.

Tract 2:

Easement estate for no-build area created by instrument dated March 1, 1999 and
recorded in Volume 13379 Page 14 of the Real Property Records of Travis County,
Texas, over and across al of that certain tract or parcel of land containing
0.482 of an acre, more or less, out of Lot(s) 4 and 5, Block "C" Metro Center
Section 5, a subdivision in Travis County, Texas, according to the map or plat
thereof, recorded in Volume 102 Page(s) 177-178 of the Plat Records of Travis
County, Texas said tract being more particularly described by metes and bounds
on Exhibit "A-1" attached hereto and made a part hereof.

Tract 3:

Easement estate for parking created by instrument dated March 1, 1999 and
recorded in Volume 13379, Page 14 of the Real Property Records of Travis County,
Texas, over and across all of that certain tract or parcel of land containing
0.101 of an acre, more or less, out of Lot(s) 4 and 5, Block "C," Metro Center
Section 5, a subdivision in Travis County, Texas, according to the map or plat
thereof, recorded in Volume 102, Page(s) 177-178 of the Plat Records of Travis
County, Texas, said tract being more particularly described by metes and bounds
on Exhibit "A-1" attached hereto and made a part hereof.

<PAGE>

                                  EXHIBIT "A-2"

                               GRAPEVINE PROPERTY

Being all of Lot 2, Block 1, WESTPORT BUSINESS PARK, an Addition to the City of
Grapevine, according to the Map thereof recorded in Cabinet A, Slide 4716, Plat
Records , Tarrant County, Texas.

<PAGE>

                                  EXHIBIT "A-3"

                               SOUTH BEND PROPERTY


Situated in St. Joseph County, State of Indiana:

Lot Numbered Eighteen A (18 A) as shown on the recorded Plat of U.S. 31
Industrial Park - Section Three (3) recorded March 18, 1999, in the Office of
the Recorder of St. Joseph County, Indiana, as Instrument No. 9912358.

<PAGE>

                                  EXHIBIT "A-4"

                              EAST GRANBY PROPERTY


A certain piece or parcel of land situated in East Granby, Connecticut, being
located on the Easterly side of Bradley Park Road, and being shown as Parcel 6C
on a certain map entitled: "Resubdivision of Parcel 6 Property of Roncari
Industries, Inc., Bradley Park Road and Nicholson Road East Granby, Connecticut
Close, Jensen & Miller Consulting Engineers, Land Planners & Surveyors Date May
1982 Scale 1" = 40' Sheet 1 of 1" 9-3-82 Added Easements and Names 10-11-82
Revised Easement," which map is on file in the Town Clerk's Office of East
Granby, and being more particularly bounded and described as follows:

         Northerly, by Parcel 6A and 6B, on said map, partly by each, in all,
         613.00 feet;

         Easterly, by land now or formerly of the State of Connecticut, 248.83
         feet;

         Southerly, by land now or formerly of Roncari Industries, Inc. 606.21
         feet;

         Westerly, by Bradley Park Road, 267.11 feet.

<PAGE>

                                   EXHIBIT "B"



                          FORM OF SPECIAL WARRANTY DEED

                    (AUSTIN PROPERTY AND GRAPEVINE PROPERTY)

<PAGE>


                              SPECIAL WARRANTY DEED
                    (AUSTIN PROPERTY AND GRAPEVINE PROPERTY)


STATE OF TEXAS                ss.
                              ss.        KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF ___________         ss.

         THAT ______________________________________________, ("Grantor"), for
and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other
good and valuable consideration to it paid by
__________________________________, a _____________________ ("Grantee") unto
Grantor; the receipt and sufficiency of which are hereby acknowledged and
confessed by Grantor, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these
presents does hereby GRANT, BARGAIN, SELL and CONVEY unto Grantee, all that
certain land situated in the City of _________, County of _________, State of
Texas, and being more particularly described on Exhibit "A" attached hereto and
made a part hereof for all purposes, together with, all and singular any and all
rights and appurtenances of Grantor pertaining thereto, including all buildings,
improvements, fixtures, and appurtenances thereto and any and all right, title
and interest of Grantor in and to adjacent streets, alleys or rights-of-way
(said land, rights and appurtenances being hereinafter referred to collectively
as the "Property").

         This conveyance is made and accepted subject, subordinate and inferior
to the easements, covenants and other matters and exceptions set forth on
Exhibit "B" attached hereto and made a part hereof for all purposes (the
"Permitted Exceptions"), but only to the extent they affect or relate to the
Property, and without limitation or expansion of the scope of the special
warranty herein contained.

         TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions,
unto Grantee, its successors and assigns, forever, and Grantor does hereby bind
itself, its successors and assigns, to WARRANT and FOREVER DEFEND all and
singular the Property, subject to the Permitted Exceptions, unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to
claim the same or any part thereof, by, through or under Grantor, but not
otherwise.

         GRANTEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF, THAT THE
PROPERTY IS CONVEYED "AS IS, WHERE IS" AND IN ITS PRESENT CONDITION WITH ALL
FAULTS, AND EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED HEREIN, GRANTOR
HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OR CONDITION OF THE
PROPERTY, THE INCOME TO BE DERIVED THEREFROM, THE SUITABILITY OF THE PROPERTY
FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON,
COMPLIANCE BY THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF
ANY APPLICABLE

<PAGE>

GOVERNMENTAL AUTHORITY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH
DISABILITIES ACT OF 1990 AND THE REGULATIONS PROMULGATED THEREUNDER,
HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY, OR OTHERWISE WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT
GRANTOR HAS NOT MADE AND DOES MAKE ANY REPRESENTATIONS REGARDING THE PRESENCE OR
ABSENCE OF ANY HAZARDOUS SUBSTANCES (AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT
THE PROPERTY OR THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE
SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE CONSERVATION RECOVERY
ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE TOXIC SUBSTANCES CONTROL ACT,
THE FEDERAL ENVIRONMENTAL PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR
ACT, THE TEXAS NATURAL RESOURCES CODE, THE TEXAS WATER CODE, THE TEXAS SOLID
WASTE DISPOSAL ACT, THE TEXAS HAZARDOUS SUBSTANCES SPILL PREVENTION AND CONTROL
ACT, ANY SO-CALLED FEDERAL, STATE OR LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE,
OR ANY OTHER STATUE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE
REGULATING, RELATING TO OR IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR
STANDARDS OF CONDUCT CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE
"HAZARDOUS SUBSTANCE LAWS"). FOR PURPOSES OF THIS DEED, THE TERM "HAZARDOUS
SUBSTANCES" SHALL MEAN AND INCLUDE ANY SUBSTANCE, WHETHER SOLID, LIQUID OR
GASEOUS: (I) WHICH IS LISTED, DEFINED OR REGULATED AS A "HAZARDOUS SUBSTANCE,"
"HAZARDOUS WASTE" OR "SOLID WASTE," OR OTHERWISE CLASSIFIED AS HAZARDOUS OR
TOXIC, IN OR PURSUANT TO ANY HAZARDOUS SUBSTANCE LAWS; (II) WHICH IS OR CONTAINS
ASBESTOS, RADON, ANY POLYCHLORINATED BIPHENYL, UREA FORMALDEHYDE FOAM
INSULATION, OR EXPLOSIVE OR RADIOACTIVE MATERIAL; (III) WHICH IS OR CONTAINS
PETROLEUM OR PETROLEUM PRODUCTS, INCLUDING ANY FRACTIONS OR DISTILLATES THEREOF;
OR (IV) WHICH CAUSES OR POSES A THREAT TO CAUSE A CONTAMINATION OR NUISANCE ON
THE PROPERTY OR ON ANY ADJACENT PROPERTY OR A HAZARD TO THE ENVIRONMENT OR TO
THE HEALTH OR SAFETY OR PERSONS ON THE PROPERTY. AS USED IN THIS PARAGRAPH, THE
WORD "ON" WHEN USED WITH RESPECT TO THE PROPERTY OR ADJACENT PROPERTY MEANS "ON,
IN, UNDER, ABOVE OR ABOUT."

         The mailing address of Grantee is set forth below:






         IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be
executed on this ______ day of ___________________, 2002.


                                      -2-

<PAGE>

                                      GRANTOR:



                                      By:
                                               --------------------------------
                                      Name:
                                               --------------------------------
                                      Title:
                                               --------------------------------


ACCEPTED AND AGREED TO BY GRANTEE:

___________________________, a

____________________

By:____________________________

Its:___________________________


STATE OF TEXAS                ss.
                              ss.
COUNTY OF                     ss.
          -----------------

This instrument was acknowledged before me on this ____ day of
_________________, 2002, by _____________________, _____________________ of
_________________, a ______________, on behalf of said ____________________.



                                   -------------------------------------------
                                   Notary Public in and for the State of Texas

My commission expires:

----------------------


                                      -3-

<PAGE>

                                   EXHIBIT "C"



                          FORM OF SPECIAL WARRANTY DEED

                              (SOUTH BEND PROPERTY)


<PAGE>
                              SPECIAL WARRANTY DEED
                              (SOUTH BEND PROPERTY)

         THIS INDENTURE WITNESSETH, That ________________________ ("Grantor"),
CONVEYS AND SPECIFICALLY WARRANTS to Macfarlan Holdings, Ltd., having a post
office address of __________________________________________________
(hereinafter "Grantee") for the sum of Ten and No/100 Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the real estate in _____________ County, in the State of Indiana
(the "Subject Property"), described as follows:

                        See Exhibit "A" attached hereto.

         This conveyance is made, and the Subject Property is, subject to the
following items and matters set forth on Exhibit "B" attached hereto and
incorporated herein by reference.

         The warranties of Grantor hereunder are limited to its own acts and
deeds and those of persons claiming by, through and under Grantor, and not
otherwise.

         Grantor certifies that there is no Indiana gross income tax due or
payable in connection with this conveyance.

         GRANTEE HEREBY ACKNOWLEDGES AND AGREES BY ITS ACCEPTANCE HEREOF THAT
THE PROPERTY IS CONVEYED "AS IS, WHERE IS" AND IN ITS PRESENT CONDITION WITH ALL
FAULTS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS SPECIAL WARRANTY DEED,
GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE
NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE
MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION
WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH
DISABILITIES ACT OF 1990 AND THE REGULATIONS PROMULGATED THEREUNDER; (E) THE
HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY; OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING
THE FOREGOING, GRANTOR DOES NOT AND HAS NOT MADE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS
SUBSTANCES (as hereinafter defined) ON, UNDER OR ABOUT THE PROPERTY OR THE
COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, THE SUPERFUND AMENDMENT AND
REAUTHORIZATION ACT, THE RESOURCE

<PAGE>

CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL
ENVIRONMENTAL PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, ANY SO
CALLED FEDERAL, STATE OR LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER
STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING,
RELATING TO OR IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF
CONDUCT CONCERNING ANY HAZARDOUS SUBSTANCES (collectively, the "Hazardous
Substance Laws"). For purposes of this Agreement, the term "Hazardous
Substances" shall mean and include any substance, whether solid, liquid or
gaseous: (i) which is listed, defined or regulated as a "hazardous substance",
"hazardous waste" or "solid waste", or otherwise classified as hazardous or
toxic, in or pursuant to any Hazardous Substance Laws; (ii) which is or contains
asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam
insulation, or explosive or radioactive material; (iii) which is or contains
petroleum, petroleum products, including any fractions or distillates thereof;
or (iv) which causes or poses a threat to cause a contamination or nuisance on
the Property or on any adjacent property or a hazard to the environment or to
the health or safety of persons on the Property. As used in this Paragraph, the
word "on" when used with respect to the Property or adjacent property means "on,
in, under, above or about."

         The undersigned person executing this deed on behalf of Grantor
represents and certifies that _______________ is a duly elected ________ of
Grantor and has been fully empowered, by proper resolution of the board of
directors of Grantor, to execute and deliver this deed; that Grantor has full
corporate capacity to convey the Subject Property; and that all necessary
corporate action for the making of such conveyance has been taken and done.

         IN WITNESS WHEREOF, Grantor has caused this deed to be executed this
___ day of _______________, 2002.

                                    GRANTOR:



                                    -------------------------------------------



                                    By:
                                           ------------------------------------
                                    Name:
                                           ------------------------------------
                                    Title:
                                           ------------------------------------


                                      -2-

<PAGE>


ACCEPTED BY GRANTEE:

MACFARLAN HOLDINGS, LTD., a
Texas limited partnership

  By:    WJM Properties, L.L.C., its
         General Partner


         By:
             ----------------------------------------
                  John J. Jenkins, Manager

STATE OF TEXAS     ss.
                   ss.
COUNTY OF HARRIS   ss.

         Before me, a Notary Public in and for said County and State, personally
appeared by _____________________, _____________________ of
__________________________, who acknowledged execution of the foregoing Deed for
and on behalf of said ____________________.



                                   --------------------------------------------
                                   Notary Public in and for the State of Texas

My commission expires:

------------------------

My County of Residence:

------------------------

                                   --------------------------------------------
                                   (Printed)

Send Tax Statements to:
                        --------------------------
                        --------------------------
                        --------------------------

Return Deed to:
                        --------------------------
                        --------------------------
                        --------------------------


This instrument was prepared by _______________________, Dann Pecar Newman &
Kleiman, P.C., 2300 One American Square, Box 82008, Indianapolis, IN 46282.


                                      -3-

<PAGE>
                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

<PAGE>


                                   EXHIBIT "B"


         1. Real estate taxes and assessments for the year _____, due and
payable in _____________________________ all taxes and assessments thereafter.

         2. Permitted exceptions.

<PAGE>

                                   EXHIBIT "D"



                          FORM OF LIMITED WARRANTY DEED

                             (EAST GRANBY PROPERTY)

<PAGE>

                              LIMITED WARRANTY DEED
                             (EAST GRANBY PROPERTY)

TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETING:

         KNOW YE, that, ____________________________________________, a
________________________ _______________________ having an address at
___________________________________________________________________, hereinafter
referred to as the "Grantor", for the consideration of Ten Dollars ($10.00) and
other valuable consideration received to its full satisfaction of
_______________________________________, a ______________________________
___________________________ having an address at
_____________________________________________________________, hereinafter
referred to as the "Grantee", does hereby give, grant, bargain sell and confirm
unto the said Grantee and unto its successors and assigns forever, all that
certain piece or parcel of land, situated in the Town of East Granby, County of
Hartford and State of Connecticut, said piece or parcel of land being bounded
and described in SCHEDULE A attached hereto and made a part hereof, together
with, all and singular and any and all rights and appurtenances of Grantor
pertaining thereto, including all buildings, improvements, fixtures, and
appurtenances thereto and any right, title and interest of Grantor in and to
adjacent streets, alleys or rights-of-way (said land, rights and appurtenances
being hereinafter referred to collectively as the "Property").

         This conveyance is made and accepted subject, subordinate and inferior
to the easements, covenants and other matters and exceptions set forth on
SCHEDULE A attached hereto and made a part hereof for all purposes (the
"Permitted Exceptions"), but only to the extent they affect or relate to the
Property, and without limitation or expansion of the scope of the special
warranty herein contained.

         TO HAVE AND TO HOLD the above granted and bargained Property, with all
the appurtenances thereof and subject to the Permitted Exceptions, unto the said
Grantee, and unto its successors and assigns forever, to its and their own
proper use and benefit.

         AND ALSO, the said Grantor does for itself and for its successors and
assigns, covenant with the said Grantee, and with its successors and assigns,
that Grantor has not done or suffered anything whereby the said Property has
been encumbered in any way, except as mentioned in SCHEDULE A.

         AND FURTHERMORE, the said Grantor does by these presents bind itself
and its successors and assigns forever to WARRANT AND DEFEND the above granted
and bargained Property to the said Grantee, and to its successors and assigns,
against all claims and demands of any person or persons claiming by or under the
said Grantor, except as mentioned in SCHEDULE A.

         GRANTEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF, THAT THE
PROPERTY IS CONVEYED "AS IS, WHERE IS" AND IN ITS PRESENT CONDITION WITH ALL
FAULTS, AND EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED HEREIN, GRANTOR
HAS NOT MADE AND DOES NOT HEREBY

<PAGE>

MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER STATUTORY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE QUALITY OR CONDITION OF THE PROPERTY, THE INCOME TO
BE DERIVED THEREFROM, THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES
AND USES WHICH GRANTEE MAY CONDUCT THEREON, COMPLIANCE BY THE PROPERTY WITH ANY
LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY,
INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT OF 1990 AND
THE REGULATIONS PROMULGATED THEREUNDER, HABITABILITY, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF THE PROPERTY, OR OTHERWISE WITH RESPECT TO THE
PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE AND DOES MAKE ANY
REPRESENTATIONS REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES
(AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR
NONCOMPLIANCE OF THE PROPERTY WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT,
THE RESOURCE CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL ACT,
THE FEDERAL ENVIRONMENTAL PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR
ACT, and any other applicable state statutes, regulations, rules, ordinances,
codes, orders or common laws, which relate to human health, safety or protection
of the environment or to emissions, discharges, releases or threatened releases
of pollutants, contaminants or hazardous materials in the environment
(including, without limitation, ambient air, surface water, ground water, land
surface or subsurface strata), or otherwise relating to the treatment, storage,
disposal, transport, presence, use, generation, labeling, testing, processing,
control, cleanup or handling of any hazardous material, ANY SO-CALLED FEDERAL,
STATE OR LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER STATUE, LAW,
ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR
IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT
CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE "HAZARDOUS SUBSTANCE
LAWS"). FOR PURPOSES OF THIS DEED, THE TERM "HAZARDOUS SUBSTANCES" SHALL MEAN
AND INCLUDE ANY SUBSTANCE, WHETHER SOLID, LIQUID OR GASEOUS: (I) WHICH IS
LISTED, DEFINED OR REGULATED AS A "HAZARDOUS SUBSTANCE," "HAZARDOUS WASTE" OR
"SOLID WASTE," OR OTHERWISE CLASSIFIED AS HAZARDOUS OR TOXIC, IN OR PURSUANT TO
ANY HAZARDOUS SUBSTANCE LAWS; (II) WHICH IS OR CONTAINS ASBESTOS, RADON, ANY
POLYCHLORINATED BIPHENYL, UREA FORMALDEHYDE FOAM INSULATION, OR EXPLOSIVE OR
RADIOACTIVE MATERIAL; (III) WHICH IS OR CONTAINS PETROLEUM OR PETROLEUM
PRODUCTS, INCLUDING ANY FRACTIONS OR DISTILLATES THEREOF; OR (IV) WHICH CAUSES
OR POSES A THREAT TO CAUSE A CONTAMINATION OR NUISANCE ON THE PROPERTY OR ON ANY
ADJACENT PROPERTY OR A HAZARD TO THE ENVIRONMENT OR TO THE


                                      -2-

<PAGE>

HEALTH OR SAFETY OR PERSONS ON THE PROPERTY. AS USED IN THIS PARAGRAPH, THE WORD
"ON" WHEN USED WITH RESPECT TO THE PROPERTY OR ADJACENT PROPERTY MEANS "ON, IN,
UNDER, ABOVE OR ABOUT."

         IN WITNESS WHEREOF, the said Grantor has caused this instrument to be
executed this _______ day of ______________, 2002.

Signed, sealed and delivered in the presence of:


                                    GRANTOR:

                                    ------------------------------------------
--------------------------
Print Name:
                                    By
                                        --------------------------------------
                                        Its:
Print Name:                         Duly Authorized
--------------------------

STATE OF ______________)
                         : ss. __________           ________ ____, 2002
COUNTY OF _____________)         (town)

         Personally appeared _____________________________________,
______________________ of ___________________________, signer and sealer of the
foregoing instrument, and acknowledged the same to be his/her free act and deed
as such officer, and the free act and deed of said _______________, before me.


                                         -------------------------------------
                                         Notary Public/Commissioner of the
                                         Superior Court


ACCEPTED AND AGREED TO
BY GRANTEE:


-----------------------------------------


By:
    -------------------------------------
Its:
     ------------------------------------


                                      -3-

<PAGE>


                                   EXHIBIT "E"



                 FORM OF BILL OF SALE, ASSIGNMENT OF INTANGIBLES
                     AND CONTRACTS, AND ASSUMPTION AGREEMENT


<PAGE>

                       FORM OF BILL OF SALE, ASSIGNMENT OF
                      INTANGIBLES, AND ASSUMPTION AGREEMENT


This Bill of Sale, Assignment of Leases, Intangibles, and Assumption Agreement
(this "Agreement") is made and entered into this day of _______________, 2002,
by and between __________________________________, a ______________,
("Assignor"), and ______________________________________ ("Assignee").

                              W I T N E S S E T H:

         WHEREAS, concurrently with the execution and delivery of this
Agreement, Assignor is conveying to Assignee, by Special Warranty Deed (the
"Deed"), that certain real property legally described on Exhibit "A" attached
hereto and made a part hereof for all purposes (the "Land");

         WHEREAS, Assignor has agreed to assign to Assignee certain licenses,
franchises and permits, related to the operation of the Property as hereinafter
set forth and Assignee has agreed to assume Assignor's obligations thereunder,
all in accordance with and subject to the terms and conditions of that certain
Agreement for Purchase and Sale of Real Property dated as of
___________________, 2002, by and between Assignor and Assignee with respect to
the Land (the "Purchase Agreement");

         NOW, THEREFORE, in consideration of the receipt of Ten Dollars
($10.00), the assumption by Assignee hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:

         Assignor does hereby ASSIGN, SET OVER and DELIVER to Assignee, its
successors and assigns, subject to the exceptions to title set forth in the
Deed, all of Assignor's rights, titles and interests in the following
(collectively, the "Property"):

                  (a) All right, title and interest of the Seller in and to the
         lighting, electrical, mechanical, plumbing and heating, ventilation and
         air conditioning systems used in connection with the Land and the
         Buildings thereon, and all other carpeting, draperies, appliances and
         other fixtures and equipment attached or appurtenant to the Land and
         Buildings thereon, together with all personal property (collectively,
         the "Personal Property") (other than furniture, equipment not necessary
         to operate the Buildings or building systems and not permanently
         affixed to the Buildings or Land, trade fixtures and inventory, being
         more particularly described in Exhibit "B" attached hereto and made a
         part hereof for all purposes owned by the Seller and located on the
         Land and Buildings (collectively, the "Excluded Personal Property");

                  (b) to the extent the same are assignable and transferable,
         all right, title and interest of the Seller in and to all warranties
         and guaranties respecting the Buildings and Personal Property;


<PAGE>
                  (c) to the extent the same are assignable and transferable,
         all right, title and interest of Seller in and to all licenses,
         permits, authorizations and approvals (hereinafter called
         "Intangibles") issued by any governmental agency or authority which
         pertain to the Land and Buildings, to the extent they exist; and

                  (d) to the extent the same are assignable and transferable,
         all site plans, surveys, plans and specifications, and technical,
         engineering, appraisal and other reports, studies and proposals which
         relate to the Land, the Buildings or the Personal Property.

         Assignee hereby accepts and agrees to perform all of the terms,
covenants and conditions of the Intangibles, from and after the date hereof, and
agrees to indemnify, save and hold Assignor harmless from and against any and
all loss, liability, claims, damages, costs and expenses (including, but not
limited to, court costs and reasonable attorneys' fees) arising out of or
relating to Assignee's failure to perform any of the obligations of the owner
under the Intangibles, after the date hereof.

         ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET
FORTH IN THE PURCHASE AGREEMENT, ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH
RESPECT TO: (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED
FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF
OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT
LIMITED TO, THE AMERICANS WITH DISABILITIES ACT OF 1990 AND THE REGULATIONS
PROMULGATED THEREUNDER; (E) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTY; OR (F) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY. WITHOUT LIMITING THE FOREGOING, ASSIGNOR DOES NOT AND HAS NOT MADE AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PRESENCE OR
ABSENCE OF ANY HAZARDOUS SUBSTANCES (as hereinafter defined) ON, UNDER OR ABOUT
THE PROPERTY OR THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE
SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE CONSERVATION RECOVERY
ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL ENVIRONMENTAL
PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, ANY SO CALLED FEDERAL,
STATE OR LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER STATUTE, LAW,
ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR
IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT
CONCERNING ANY HAZARDOUS SUBSTANCES (collectively, the "Hazardous Substance


                                      -2-

<PAGE>

Laws"). For purposes of this Agreement, the term "Hazardous Substances" shall
mean and include any substance, whether solid, liquid or gaseous: (i) which is
listed, defined or regulated as a "hazardous substance", "hazardous waste" or
"solid waste", or otherwise classified as hazardous or toxic, in or pursuant to
any Hazardous Substance Laws; (ii) which is or contains asbestos, radon, any
polychlorinated biphenyl, urea formaldehyde foam insulation, or explosive or
radioactive material; (iii) which is or contains petroleum, petroleum products,
including any fractions or distillates thereof; or (iv) which causes or poses a
threat to cause a contamination or nuisance on the Property or on any adjacent
property or a hazard to the environment or to the health or safety of persons on
the Property. As used in this Paragraph, the word "on" when used with respect to
the Property or adjacent property means "on, in, under, above or about."
Assignee further acknowledges and agrees that the sale of the Property as
provided for herein is made on an "AS IS" and "WITH ALL FAULTS" basis.

         THIS ASSIGNMENT HAS BEEN EXECUTED IN THE STATE OF TEXAS AND SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND
THE LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO TRANSACTIONS WITHIN THE
STATE OF TEXAS.

         This Assignment may be executed in two or more counterparts, and it
shall not be necessary that any one of the counterparts be executed by all of
the parties hereto. Each fully or partially executed counterpart shall be deemed
an original, but all of such counterparts taken together shall constitute one
and the same instrument.

         EXECUTED effective as of the date first above written.

                                    ASSIGNOR:



                                    By:
                                           ------------------------------------
                                    Name:
                                           ------------------------------------
                                    Title:
                                           ------------------------------------

                                    Date: _____________, 2002

                                    ASSIGNEE:



                                    By:
                                           ------------------------------------
                                    Name:
                                           ------------------------------------
                                    Title:
                                           ------------------------------------


                                      -3-

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

<PAGE>

                                   EXHIBIT "B"

                           EXCLUDED PERSONAL PROPERTY

         All fixtures, equipment, security equipment, computers, office
furnishings and other items of personal property (whether or not attached to the
Improvements) which are owned by Tenant and used in the operation of the
Tenant's business conducted on the Property, so long as such items (i) are not
integral to and incorporated into the Improvements, and (ii) can be removed
without damage to the Improvements (except damage which can be easily repaired)
and without affecting the fair market value or utility of the Improvements.
Tenant's Excluded Personal Property shall include, but not be limited to the
following:

With respect to the Austin Property:

         ABC Back-ups Pro 1400 S/N WB9716710979
         APC SU 1400 RM2U S/N AS0143211100
         APC SMART UPS SU 2200 XLNET S/N WS9911017025

<PAGE>

                                   EXHIBIT "F"



                    FORM OF CERTIFICATE OF NONFOREIGN STATUS

<PAGE>

                        CERTIFICATE OF NONFOREIGN STATUS


         ____________________________________, (the "Transferor"), is today
conveying or causing to be conveyed to (the "Transferee"), a tract of land (the
"Property") located in City and County of _______________, ___________, which
Property is described in Exhibit "A" to this Certificate.

         Section 1445 of the Internal Revenue Code provides that a transferee of
a United States real property interest must withhold tax if the Transferor is a
foreign person. In order to inform the Transferee that withholding of tax is not
required upon the disposition of a United States real property interest by the
Transferor, the undersigned hereby certifies the following on behalf of the
Transferor:

         1. The Transferor is not a foreign corporation, foreign joint venture,
foreign partnership, foreign trust or foreign estate (as those terms are defined
in the Internal Revenue Code and Income Tax Regulations), and no withholding is
required under Section 1445 of the Internal Revenue Code;

         2. The Transferor's United States employer or tax identification number
is ____________________________; and

         3. The Transferor's office address is:


         The Transferor understands, and intends, that the Transferee and other
persons involved in the sale and transfer of the Property are relying upon this
Certificate and the correctness of the statements made herein. The Transferor
understands that this certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be
punished by fine, imprisonment, or both.

         Under penalties of perjury I declare that I have examined this
certification and to my knowledge and belief it is true, correct and complete,
and I further declare that I have authority to sign this document on behalf of
the Transferor.

                                           TRANSFEROR:



                                           -----------------------------------


                                           By:
                                               --------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

<PAGE>

                                   EXHIBIT "G"



                           EXCLUDED PERSONAL PROPERTY

<PAGE>

                                   EXHIBIT "G"

                           EXCLUDED PERSONAL PROPERTY


         All fixtures, equipment, security equipment, computers, office
furnishings and other items of personal property (whether or not attached to the
Improvements) which are owned by Tenant and used in the operation of the
Tenant's business conducted on the Property, so long as such items (i) are not
integral to and incorporated into the Improvements, and (ii) can be removed
without damage to the Improvements (except damage which can be easily repaired)
and without affecting the fair market value or utility of the Improvements.
Tenant's Excluded Personal Property shall include, but not be limited to the
following:

With respect to the Austin Property:

         ABC Back-ups Pro 1400 S/N WB9716710979
         APC SU 1400 RM2U S/N AS0143211100
         APC SMART UPS SU 2200 XLNET S/N WS9911017025

<PAGE>

                                   EXHIBIT "H"



                                 LEASE AGREEMENT

<PAGE>

                                   EXHIBIT "I"



                               MEMORANDUM OF LEASE

<PAGE>

                                   EXHIBIT "I"

                               MEMORANDUM OF LEASE


EFFECTIVE DATE OF LEASE: ___________________, 2002

NAME AND ADDRESS OF LANDLORD: ______________________________________________

NAME AND ADDRESS OF TENANT: EGL Eagle Global Logistics, LP, a Delaware limited
partnership (hereinafter called "Tenant"), with its principal address located at
15350 Vickery Drive, Houston, Texas 77032; Attention: General Counsel.

DESCRIPTION OF LEASED PREMISES: The real property described in Exhibit "A"
attached hereto and incorporated by reference herein for all purposes.

INITIAL TERM OF LEASE: Commencing on the "Commencement Date" of the Lease (as
such term is defined in the Lease) and ending on the last day of the one hundred
thirty second (132nd) full calendar month after the Commencement Date (the
"Expiration Date").

OPTIONS TO EXTEND: Tenant shall have the right and option to renew this Lease
for four (4) additional consecutive periods of five (5) years each, next
immediately ensuing after the Expiration Date of the initial Term of this Lease
and the subsequent renewal periods by notifying Landlord in writing not less
than six (6) months before the expiration of the immediately preceding initial
Term or subsequent renewal Term of this Lease of the Tenant's intention to
exercise its option to renew, but Tenant shall have no option to extend this
Lease beyond four (4) renewal periods of five (5) years each after the initial
Term.

PERMITTED USE: The Leased Premises may be used and occupied for any lawful
purposes during the Term of this Lease, including, without limitation, the
purposes specified in the Section 1.1(n) of Lease, and any other uses selected
by Tenant, in Tenant's sole discretion, which are not otherwise prohibited at
law and which relate to or supplement any of the foregoing. Section 1.1(n) of
the Lease allows the Premises to be used as an office, warehouse, freight
forwarding facility, facility for general distribution of products and facility
for receiving and distribution of cargo.

         This instrument is intended to be only a Memorandum of Lease in respect
to the Lease, to which Lease reference is made for the full agreement between
the parties. This Memorandum is not intended to modify, limit or diminish any
term, provision or condition of the Lease and to the extent of any conflict
between this Memorandum of Lease and the Lease, the Lease will control.


                       [Signatures to follow on next page]

<PAGE>

EXECUTED this _____ day of _______________, 2002.

TENANT:

EGL EAGLE GLOBAL LOGISTICS, LP, a Delaware
limited partnership

  By:    EGL Management, LLC, a Delaware limited liability
         Company, its General Partner


         By:      ______________________________
         Name:    ______________________________
         Title:   ______________________________


LANDLORD:

------------------------------------

By:      ______________________________
Name:    ______________________________
Title:   ______________________________


                                      -2-

<PAGE>

                                ACKNOWLEDGEMENTS


                                     TENANT


STATE OF TEXAS          ss.
                        ss.
COUNTY OF HARRIS        ss.


         This instrument was acknowledged before me on this _____ day of
__________, 2002, by ______________________, the _________________ of EGL
Management, LLC, a Delaware limited liability company, as General Partner of EGL
EAGLE GLOBAL LOGISTICS, LP, a Delaware limited partnership, on behalf of said
partnership.

         GIVEN under my hand and seal of office this _____ day of
______________, 2002.



                                   -------------------------------------------
                                   Notary Public in and for the State of Texas


                                   -----------------------------------
                                   Notary's Printed Name

                                   My Commission Expires: ______________

<PAGE>

                                    LANDLORD


STATE OF TEXAS                    ss.
                                          ss.
COUNTY OF _________               ss.


This instrument was acknowledged before me on this _____ day of __________,
2002, by ______________________, the _________________ of
_______________________, a ________________ on behalf of said ________________.

         GIVEN under my hand and seal of office this _____ day of
______________, 2002.



                                  -------------------------------------------
                                  Notary Public in and for the State of Texas

                                  -------------------------------------------
                                  Notary's Printed Name

                                  My Commission Expires: ______________


                                      -2-

<PAGE>
                                   EXHIBIT "J"



                               CORPORATE GUARANTY



<PAGE>

                                   EXHIBIT "J"

                               CORPORATE GUARANTY


         In consideration of and as an inducement for the granting, execution
and delivery of that certain Lease, dated as of ____________, 20__ (together
with any amendments thereto, hereinafter called "Lease"), by
______________________, a _________________, the Landlord therein named
(hereinafter called "Landlord"), to _____________________________, a
____________ the Tenant therein named (hereinafter called "Tenant"), with
respect to that certain parcel of real property located in ___________________,
which is more fully described on Exhibit A attached hereto, and in further
consideration of the sum of One Dollar ($1.00) and other good and valuable
consideration paid by Landlord to the undersigned, EGL, Inc., a Texas
corporation (hereinafter called "Guarantor"), Guarantor, intending to be legally
bound, hereby irrevocably guarantees to Landlord (i) the full and prompt payment
when due (whether at stated maturity, by acceleration, or otherwise) of all Base
Rent, Additional Rent and any and all other sums and charges payable by Tenant
under the Lease, and (ii) the full, faithful and prompt performance and
observance of all the covenants, terms, conditions, and agreements contained in
the Lease which are to be performed and observed by Tenant (all payment and
performance obligations referred to in clauses (i) and (ii) being referred to
herein, collectively, as the "Obligations"); and Guarantor does hereby become
primary obligor, and not only surety to Landlord, for and with respect to all of
the Obligations. Terms used herein with their initial letters capitalized which
have been specifically defined in the Lease shall have the same meaning herein
as in the Lease unless such terms are otherwise defined in this Guaranty.

         Guarantor further agrees to pay all actual damages and all actual and
reasonable costs and expenses that may arise in consequence of any default by
Tenant under the Lease or in connection with the enforcement of any rights under
this Guaranty (including, without limitation, all reasonable attorneys' fees
incurred by Landlord or caused by any such default and/or by the enforcement of
this Guaranty). Without limiting any other provision of this Guaranty, the
Guarantor's liability under this Guaranty shall extend to and include all
amounts which constitute part of the Obligations and would be owed by the Tenant
under the Lease but for the fact that they are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding
involving the Tenant. The provisions of this paragraph shall survive the payment
and performance of the Obligations, and the termination of this Guaranty.

         This Guaranty is an absolute, irrevocable and unconditional guaranty of
payment (and not of collection) and of performance. Guarantor's liability
hereunder is direct and is independent of the Obligations, and may be enforced
without Landlord being required to resort to any other right, remedy or security
and this Guaranty shall be enforceable against Guarantor without the necessity
for any suit or proceedings on Landlord's part of any kind or nature whatsoever
against Tenant or the joinder of Tenant in any suit or proceeding, without the
necessity of any notice of non-payment, non-performance or non-observance of any
of the Obligations by Tenant or of any notice of acceptance of this Guaranty or
of Landlord's intention to act in reliance hereon or of any other notice or
demand to which Guarantor might otherwise be entitled, all of which Guarantor
hereby expressly waives; and Guarantor hereby expressly agrees that the validity
of

<PAGE>

this Guaranty and the obligations of Guarantor hereunder shall in nowise be
terminated, affected or impaired by reason of the assertion or the failure to
assert by Landlord against Tenant, of any of the rights or remedies reserved to
Landlord pursuant to the provisions of the Lease. The Guarantor further waives
promptness and diligence with respect to the Obligations. Landlord will provide
Guarantor with a copy of any written notice of default which Landlord sends to
Tenant under the Lease prior to exercising any rights or remedies under this
Guaranty, provided that the failure to deliver any such notice shall not limit
Landlord's rights or Guarantor's obligations under this Guaranty.

         This Guaranty shall be a continuing Guaranty, and (whether or not
Guarantor shall have notice or knowledge of any of the following) the liability
and obligations of Guarantor hereunder shall be absolute and unconditional and
shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way impaired by (a) any amendment or modification
of, or supplement to, or extension or renewal of, the Lease or any assignment or
transfer thereof; (b) any exercise or non-exercise of any right, power, remedy
or privilege under or in respect of the Lease or this Guaranty or any waiver,
consent or approval by Landlord with respect to any of the covenants, terms,
conditions or agreements contained in the Lease or any indulgences, forbearances
or extensions of time for performance or observance allowed to Tenant from time
to time and for any length of time; (c) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation or similar
proceeding relating to Tenant, or its properties; (d) any limitation on the
liability or obligation of Tenant under the Lease or its estate in bankruptcy or
of any remedy for the enforcement thereof, resulting from the operation of any
present or future provision of the federal or any state bankruptcy law or any
other statute or from the decision of any court; (e) any sublease or transfer by
Tenant or any assignment, mortgage or pledge of its interest under the Lease;
(f) any termination of the Lease prior to the expiration of its Term (except
that Guarantor shall not be liable for amounts that would have otherwise accrued
under the Lease after termination of the Lease under Section 10.1 or Section
16.1); (g) any agreement entered into between the Landlord and an assignee or
subtenant of Tenant; (h) any security provided for the Obligations; or (i) any
sale, assignment, transfer or conveyance (A) by Landlord of all or any portion
of the Premises (as such term is defined in the Lease) or of Landlord's interest
in the Lease, or (B) of any ownership interest in the Landlord.

         All of Landlord's rights and remedies under the Lease and under this
Guaranty are intended to be distinct, separate and cumulative and no such right
or remedy therein or herein mentioned is intended to be in exclusion of or a
waiver of any of the others or of any rights or remedies provided by law. No
termination of the Lease or taking or recovering of the premises demised thereby
shall deprive Landlord of any of its rights and remedies against Guarantor under
this Guaranty. This Guaranty shall apply to the Obligations of Tenant under the
Lease as in effect on the date hereof as well as to the Obligations of Tenant
under the Lease as it may be extended, renewed, amended, modified or
supplemented. The Guarantor hereby waives any requirement that the Landlord
protect, secure, perfect or insure any security interest or lien or any property
subject thereto or exhaust any right or take any action against any person or
entity or any collateral (including any rights relating to marshaling of
assets).


                                      -3-

<PAGE>

         The Guarantor guarantees that the Obligations will be paid and
performed strictly in accordance with the terms of the Lease, regardless of the
value, genuineness, validity, regularity or enforceability of the Obligations,
and of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Landlord with
respect thereto. The liability and obligations of the Guarantor under this
Guaranty shall be absolute and unconditional, not subject to any reduction,
limitation, impairment, termination, defense, offset, counterclaim or recoupment
whatsoever (except as otherwise specifically provided in the Lease) (all of
which are hereby expressly waived by the Guarantor), whether by reason of any
claim of any character whatsoever, including, without limitation, any claim of
waiver, release, surrender, alteration or compromise, or by reason of any
liability at any time to the Guarantor or otherwise, whether based upon any
obligations or any other agreements or otherwise, howsoever arising, whether out
of action or inaction or otherwise and whether resulting from default, willful
misconduct of Tenant, negligence or otherwise, and without limiting the
foregoing irrespective of (and whether or not Guarantor shall have notice or
knowledge of): (a) any lack of validity or enforceability of the Lease or of any
agreement or instrument relating thereto; (b) any change in the time, manner or
place of payment or performance of, or in any other term in respect of, all or
any of the Obligations, or any other amendment or waiver of or consent to any
departure from the Lease or any other agreement relating to any Obligations; (c)
any increase in, addition to, exchange or release of, or non-perfection of any
lien on or security interest in, any collateral or any release or amendment or
waiver of or consent to any departure from or failure to enforce any other
guarantee, for all or any of the Obligations; (d) any other circumstance which
might otherwise constitute a defense available to, or a discharge of, the Tenant
or the Guarantor; (e) the absence of any action on the part of the Landlord to
obtain payment for the Obligations from the Tenant; (f) any insolvency,
bankruptcy, reorganization or dissolution, or any proceeding of the Tenant or
the Guarantor, including, without limitation, rejection of the guaranteed
Obligations in such bankruptcy; (g) the absence of notice or any delay in any
action to enforce any Obligations or to exercise any right or remedy against the
Guarantor or the Tenant, whether hereunder, under any Obligations or under any
agreement or any indulgence, compromise or extension granted; or (h) the
termination or cessation of a corporate relationship between Guarantor and
Tenant.

         Guarantor further agrees that, to the extent that the Tenant or the
Guarantor makes a payment or payments to the Landlord, which payment or payments
or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to the Tenant or the
Guarantor or their respective estate, trustee, receiver or any other party under
any bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, this Guaranty and the advances or part
thereof which have been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the date such initial
payment, reduction or satisfaction occurred. The provisions of this paragraph
shall survive the payment and performance of the Obligations and the termination
of this Guaranty.

         Until such time as all the Obligations have been fully and indefeasibly
paid to Landlord and performed in full, Guarantor shall have no rights (direct
or indirect) of subrogation, contribution, reimbursement, indemnification or
other rights of payment or recovery from any person or entity (including,
without limitation, the Tenant) for any payments made by the Guarantor
hereunder, and Guarantor hereby waives and releases absolutely and
unconditionally,


                                      -4-

<PAGE>

any such rights of subrogation, contribution, reimbursement, indemnification and
other rights of payment or recovery which it may now have or hereafter acquire.
If any amount shall be paid to the Guarantor in violation of the preceding
sentence and the Obligations shall not have been paid in full, such amount shall
be deemed to have been paid to the Guarantor for the benefit of, and held in
trust for the benefit of, the Landlord and shall forthwith be paid to the
Landlord to be credited and applied upon the Obligations, whether matured or
unmatured, in accordance with the terms of the Lease. The Guarantor acknowledges
that it will derive substantial direct and indirect benefit from the granting,
execution and delivery of the Lease by the Landlord and that the waiver set
forth in this paragraph is knowingly made in contemplation of such benefits. The
provisions of this paragraph shall survive the payment and performance of the
Obligations and the termination of this Guaranty.

         Guarantor represents and warrants to Landlord that (a) the execution
and delivery of this Guaranty has been duly authorized by the Board of Directors
of Guarantor and does not contravene any law, or any contractual or legal
restriction, applicable to it, (b) no authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for its execution, delivery and performance of this Guaranty,
(c) there are no conditions precedent to the effectiveness of this Guaranty that
have not been satisfied or waived, (d) Tenant is an indirect wholly owned
affiliate or subsidiary of Guarantor, (e) Guarantor will, directly or
indirectly, benefit from the transaction which is the subject of the Lease, and
(f) neither the execution, delivery or performance of this Guaranty, nor
compliance with the terms and provisions hereof, conflicts or will conflict with
or results or will result in a default under or a breach of any of the terms,
conditions or provisions of the Certificate of Incorporation or the Bylaws of
the Guarantor or of any contract to which the Guarantor is a party or by which
it is bound.

         This Guaranty shall be legally binding upon Guarantor and its
successors and assigns and shall inure to the benefit of Landlord and Lender (as
such term is defined in the Lease) and each of their respective successors and
assigns. Reference herein to Landlord shall be deemed to include Landlord and
its successors and assigns. Reference herein to Tenant shall be deemed to
include Tenant and its successors and assigns. Without limiting the generality
of the foregoing, the Landlord may assign or otherwise transfer (whether as an
outright assignment or transfer or as collateral) all or any portion of its
rights and obligations under the Lease to any other person or entity (any such
person or entity, a "Landlord Assign") and such Landlord Assign shall thereupon
become vested (on a non-exclusive basis, as an additional beneficiary) with all
the benefits in respect thereof granted to the Landlord herein or otherwise.

         THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF
(OTHER THAN THE PROVISIONS OF SECTION 35.51 OF THE TEXAS BUSINESS AND COMMERCE
CODE). GUARANTOR HEREBY SUBMITS TO PERSONAL JURISDICTION IN SAID STATE AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN SAID STATE (AND ANY
APPELLATE COURTS TAKING APPEALS THEREFROM) FOR THE ENFORCEMENT OF GUARANTOR'S
OBLIGATIONS HEREUNDER, AND WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE


                                      -5-

<PAGE>

LAW OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR THE
PURPOSES OF SUCH ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH
OBLIGATIONS. GUARANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN
ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, (A)
THAT IT IS NOT SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION, SUIT OR
PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT
THIS GUARANTY MAY NOT BE ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR
IMMUNE FROM EXECUTION, (B) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR (C) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING IS
IMPROPER (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LANDLORD OR ANY LANDLORD
ASSIGN TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). IN THE EVENT
ANY SUCH ACTION, SUIT, PROCEEDING OR LITIGATION IS COMMENCED, GUARANTOR AGREES
THAT SERVICE OF PROCESS MAY BE MADE, AND PERSONAL JURISDICTION OVER GUARANTOR
OBTAINED, BY SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND OTHER PLEADINGS
REQUIRED TO COMMENCE SUCH LITIGATION UPON GUARANTOR AT GUARANTOR'S ADDRESS SET
FORTH HEREIN.

         Without the prior written consent thereto by Landlord, Guarantor will
not enter into any amendment to this Guaranty and without such consent no such
amendment will be effective in any event. No waiver of any provision of this
Guaranty, and no consent to any departure by Guarantor herefrom, shall be
effective without the prior written consent thereto by Landlord and Lender, and
any waiver or consent for which such written consent is given shall be effective
only in the specific instance and for the specific purpose for which given. No
failure on the part of the Landlord to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. Guarantor will from time to time
during the Term (as defined in the Lease), promptly following request of
Landlord or Lender, confirm in writing to Landlord and to Lender that this
Guaranty remains in full force and effect in accordance with its terms.

         At any time when Guarantor is not a reporting company under the
Securities and Exchange Act of 1934, as amended, it will deliver to Landlord and
Lender the following information:

         (a) within one hundred twenty (120) days after the end of each fiscal
         year of Guarantor, a balance sheet of Guarantor and its consolidated
         subsidiaries as at the end of such year, a statement of profits and
         losses of Guarantor and its consolidated subsidiaries for such year,
         and a statement of change in the financial position of Guarantor, and
         its consolidated subsidiaries for such year, setting forth in each
         case, in comparative form, the corresponding figures for the preceding
         fiscal year in reasonable detail and scope and certified by independent
         certified public accountants of recognized national standing selected
         by Guarantor; and (b) within sixty (60) days after the end of each of
         the first


                                      -6-

<PAGE>

         three (3) fiscal quarters of Guarantor a balance sheet of Guarantor and
         its consolidated subsidiaries as at the end of such quarter, statements
         of profits and losses of Guarantor and its consolidated subsidiaries
         for such quarter and a statement of change in financial position of
         Guarantor and in each case, in comparative form, the corresponding
         figures for the similar quarter of the preceding year, in reasonable
         detail and scope, and certified to be true and complete by a financial
         officer of Guarantor having knowledge thereof; the foregoing financial
         statements all being prepared in accordance with generally accepted
         accounting principles, consistently applied (except as otherwise stated
         therein).

         The Guarantor shall permit the Landlord and Lender and their
representatives, at the expense of such person or entity, except in the event of
an Event of Default under the Lease, in which case at Guarantor's expense, and
upon reasonable prior written notice to the Guarantor, to visit the principal
executive office of the Guarantor, to discuss the affairs, finances and accounts
of the Guarantor with the Guarantor's officers, and (with the consent of the
Guarantor, which consent will not be unreasonably withheld) its independent
public accountants, and (with the consent of the Guarantor, which consent will
not be unreasonably withheld) to visit the other offices and properties of the
Guarantor and each subsidiary, all at such reasonable times and as often as may
be reasonably requested in writing.

         GUARANTOR AND LANDLORD (BY ITS ACCEPTANCE OF THIS GUARANTY) HEREBY
MUTUALLY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING HEREUNDER.
The provisions of this paragraph shall survive the payment and performance of
the Obligations and the termination of this Guaranty.

         All notices and other communications provided for hereunder shall be in
writing and shall be either delivered to the notice address of Guarantor by
hand, or sent by reputable overnight courier, or by United States Registered or
Certified Mail, adequate postage prepaid. The notice address for Guarantor shall
be 15350 Vickery Drive, Houston, Texas 77032. Guarantor's address may be changed
from time to time by such party by giving notice as provided above. No change of
address of either party shall be binding on the other party until notice of such
change of address is given as hereby provided. A post office receipt for
registration of such notice or signed return receipt shall be conclusive that
such notice was delivered in due course of mail if mailed as provided above. For
purposes of the calculation of the time periods referred to herein, notice
delivered by hand shall be deemed received when delivered to the place for
giving notice to a party referred to above; notice sent by overnight courier as
provided above shall be deemed received and delivered one (1) day after deposit
with such courier; and notice mailed in the manner provided above shall be
deemed completed upon the earlier to occur of (i) actual receipt as indicated on
the signed return receipt, or (ii) three (3) days after posting as herein
provided. Finally, any written notice addressed as provided hereinabove and
actually received by the addressee, shall constitute sufficient notice for all
purposes under this Lease.

         The Guarantor agrees that it shall not institute against, or join any
other person or entity in instituting against, any Landlord Assign or any person
or entity which is or was a creditor of or holder of any certificate or
instrument issued by any Landlord Assign any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under


                                      -7-

<PAGE>


any federal or state bankruptcy or similar law for one (1) year and one (1) day
after the latest maturing commercial paper note issued by such Landlord Assign
or any such creditor of or holder of a certificate or instrument issued by such
Landlord Assign is paid in full. Without prejudice to the survival of any other
agreement of the Guarantor hereunder, the provisions of this paragraph shall
survive the payment and performance of the Obligations and the termination of
this Guaranty.

         Except for provisions of this Guaranty which by their terms survive the
termination hereof, this Guaranty shall terminate after all of the following
shall have occurred: (i) all Base Rent, all Additional Rent and all other sums
and charges payable by the Tenant under the Lease shall have been indefeasibly
paid in full in cash; and (ii) all other Obligations of the Tenant under the
Lease shall have been performed in full in strict accordance with the terms and
provisions of the Lease.

         IN WITNESS WHEREOF, Guarantor, intending to be legally bound hereby,
has caused this Guaranty to be executed by its duly authorized officer and its
corporate seal to be hereunto duly affixed, as of _____________, 20__.


                                            EGL, INC.,
                                            a Texas corporation


[S E A L  ]                                 By: ______________________________
                                            Its:______________________________


                                      -8-

<PAGE>
                                   EXHIBIT "A"

                              PROPERTY DESCRIPTION

<PAGE>

                                   EXHIBIT "K"



                              SCHEDULE OF BASE RENT

<PAGE>

                                   EXHIBIT "K"

                              SCHEDULE OF BASE RENT


AUSTIN PROPERTY

         Initial Base Rent................................ $5.50 per square foot

GRAPEVINE PROPERTY

         Initial Base Rent................................ $5.20 per square foot

SOUTH BEND PROPERTY

         Initial Base Rent................................ $6.50 per square foot

EAST GRANDBY PROPERTY

         Initial Base Rent................................ $4.25 per square foot