Exhibit 10.47

                            NOTE PURCHASE AGREEMENT

     This Note Purchase Agreement (this "Agreement"), dated as of July 27, 2001,
is by  and  between  United  Acquisition,  Inc.,  an  Indiana  corporation  (the
"Company"),  and The Huntington Capital Investment  Company, an Ohio corporation
("HCIC"),  as Purchaser and initial Holders  Representative.  Capitalized  terms
used in this Agreement not otherwise defined herein are defined in Section 11.1.

     To induce  Purchaser  to  purchase  the Senior  Subordinated  Note from the
Company,  and for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  parties  agree as follows,
intending to be legally bound.

1.   DESCRIPTION OF SENIOR SUBORDINATED NOTE AND COMMITMENT

     1.1  Description of Senior  Subordinated  Note. The Company shall authorize
the issuance and sale of its Senior  Subordinated  Note, dated the Closing Date,
in the aggregate original  principal amount of $3,500,000,  and bearing interest
at the fixed rate of 14% per annum; provided,  however, that upon the occurrence
of any Event of  Default,  and  during  the  continuation  thereof,  the  unpaid
principal amount of the Senior  Subordinated Note will bear interest at the rate
of 19% per annum. The Senior Subordinated Note will be substantially in the form
attached hereto as Exhibit A. Interest on the Senior  Subordinated  Note will be
computed on the basis of the actual number of days elapsed over a 360-day year.

     1.2 Commitment;  Funding. Subject to the terms and conditions hereof and on
the basis of the  representations  and  warranties  hereinafter  set forth,  the
Company shall issue and sell to Purchaser, and Purchaser shall purchase from the
Company, the Senior Subordinated Note in the principal amount of $3,500,000 at a
price of 100% of such principal amount. Delivery of the Senior Subordinated Note
will be made on the Closing Date in the offices of Kroger, Gardis & Regas, LLP,I
I I Monument Circle, Suite 900,  Indianapolis,  IN 46204-5125 against payment of
the purchase price thereof in  immediately  available  funds,  disbursed to such
Person(s) as the Company  shall  designate in writing.  The Senior  Subordinated
Note will be delivered to Purchaser in fully registered form, and will be issued
in its name or the name of its nominee(s).

     1.3  Underwriting  Fee. The Company shall pay to Purchaser an  underwriting
fee  of  $105,000  (three  percent  (3.0%)  of the  face  amount  of the  Senior
Subordinated  Note),  less any  portion of such  origination  fee which may have
previously  been  paid by or on  behalf  of the  Company  to the  Purchaser,  in
immediately  available  funds,  on the Closing  Date,  which fee is deemed fully
earned and  nonrefundable  on the Closing  Date.  Purchaser  may, at its option,
deduct the amount of the  underwriting fee from the purchase price of the Senior
Subordinated Note.

     1.4 Use of Proceeds.  The Company  shall use the  proceeds  from the Senior
Subordinated  Note solely to provide a portion of the financing for the purchase
of  substantially  all of the assets of United  Expressline,  Inc.  and  certain
parcels  of  real  estate  of  J.J.M.,   Incorporated  in  connection  with  the
consummation of the transactions contemplated by the Purchase Documents, and the
payment of fees and expenses in connection therewith.


<PAGE>


2.   PAYMENT AND PREPAYMENT OF OBLIGATION

     2.1 Principal and Interest  Payments.  Principal and interest on the Senior
Subordinated Note is due and payable as follows:

     (a)  Principal  is due and  payable  on the  Termination  Date in an amount
          equal to the entire remaining unpaid principal balance  outstanding on
          the Termination Date.

     (b)  Interest,  which accrues from the Closing Date, is due and payable (i)
          quarterly in arrears on the last Business Day of each of March,  June,
          September,  and  December,  commencing  on the  last  Business  Day of
          September,  2001,  in each  case in an amount  equal to the  aggregate
          accrued but unpaid interest,  and (ii) on the Termination  Date, in an
          amount equal to the aggregate accrued but unpaid interest.

     2.2 Optional  Prepayments.  At the Company's  option,  upon notice given as
provided below,  the Company may, at any time and from time to time,  prepay all
or any part of the principal of the Senior  Subordinated Note, by payment to the
applicable  Holder of the principal  amount to be prepaid,  plus (a) any accrued
and unpaid  interest  on the  principal  amount so  prepaid,  plus (b) any other
Senior  Subordinated  Obligations  for which such  Holder is entitled to receive
payment or reimbursement  hereunder,  plus (c) a premium equal to the product of
the  applicable  Premium  Percentage  multiplied by the principal  amount of the
Senior Subordinated Note so prepaid. Each prepayment under this Section 2.2 will
be applied:  first,  to accrued and unpaid  interest on the principal  amount so
prepaid,  second,  to any applicable  Prepayment  Fee, third, to installments of
principal,  and fourth, to any other Senior  Subordinated  Obligations for which
the  Holder  receiving  such  prepayment  is  entitled  to  receive  payment  or
reimbursement hereunder. The amount of any such prepayment may not be reborrowed
by the Company. The Company shall give written notice of any optional prepayment
to Purchaser not less than twenty (20) days nor more than sixty (60) days before
the date for  prepayment,  specifying in each such written  notice the date upon
which such  prepayment is to be made and the  principal  amount  (together  with
accrued and unpaid interest,  if any, thereon and any applicable Prepayment Fee)
to be prepaid on such  date.  Notice of  prepayment  having  been so given,  the
applicable  prepayment  amount  will  become due and  payable  on the  specified
prepayment  date.  The  Company  shall  have  no  right  to  prepay  the  Senior
Subordinated Note except as provided in this Section 2.2 or in Section 2.3.

     2.3  Mandatory  Prepayments.   Upon  demand  by  the  Purchaser  after  the
occurrence  of  a  Triggering   Event,   the  Company  will  prepay  the  Senior
Subordinated  Obligations in full, by payment to the applicable Holder(s) of the
principal  amount  thereof,  plus (a) any  accrued  and unpaid  interest  on the
principal amount so prepaid, plus (b) any other Senior Subordinated  Obligations
for which such Holder is entitled to receive payment or reimbursement hereunder,
plus (c) a premium  equal to the product of the  applicable  Premium  Percentage
multiplied by the principal amount of the Senior  Subordinated  Note so prepaid.
Each  prepayment  under this Section 2.3 will be applied:  first, to accrued and
unpaid interest on the principal  amount so prepaid,  second,  to any applicable
Prepayment Fee, third,  to installments of principal,  and fourth,  to any other
Senior  Subordinated  Obligations for which the Holder receiving such prepayment
is entitled to receive payment or reimbursement hereunder.

<PAGE>


     2.4  Additional  Payments.  Except as otherwise  provided  herein or in the
Other Agreements,  all Senior Subordinated Obligations payable by the Company to
the Holders will be due within ten (10) days  following the date on which demand
therefore is made by the Holders  Representative and will bear interest from the
date due  until  paid at the rate of  interest  then  applicable  to the  Senior
Subordinated Note under Section 1.1.

     2.5 Liquidated Damages. Any Prepayment Fee payable pursuant to Section 22-2
or Section 2.3 will be payable as liquidated damages for loss of the opportunity
to recover loan origination expenses and profits over the balance of the term of
this Agreement and not as a penalty.

     2.6 Direct  Payment.  The Company will pay all sums  becoming due hereunder
and on the Senior  Subordinated  Note to Purchaser at the address  specified for
Purchaser on Annex I hereto, by wire transfer in U.S. Dollars of Federal Reserve
Funds or  other  immediately  available  funds,  to the  account  specified  for
Purchaser  on  Annex  I, or at such  other  address  or in  such  other  form as
Purchaser  may have  designated  by notice to the Company at least five Business
Days prior to the date of any  payment,  in each case  without  presentment  and
without notations being made thereon.  All payments by the Company shall be made
without  set-off or  counterclaim.  The Company shall identify any wire transfer
payment as "Senior  Subordinated  Note" and shall also  identify  the payment as
principal,  premium,  interest  and/or  reimbursement  of  costs  and  expenses,
together with the applicable date or period to which it relates.

     2.7 Payments  Payable on Business  Days. The Company shall make payments of
all amounts due  hereunder or under the Senior  Subordinated  Note on a Business
Day.  Any  payment  due on a day that is not a Business  Day will be made on the
next Business Day, together with all interest (if any) accrued in the interim.

     2.8 Interest Laws.  Notwithstanding any provision to the contrary contained
in this Agreement or any Other  Agreement,  the Company shall not be required to
pay, and no Holder shall be permitted to contract for, take, reserve,  charge or
receive,  any compensation  which  constitutes  interest under applicable law in
excess of the maximum amount of interest  permitted by law ("Excess  Interest").
If any Excess  Interest is provided  for or  determined  by a court of competent
jurisdiction  to have  been  provided  for in  this  Agreement  or in any  Other
Agreement or otherwise  contracted  for, taken,  reserved,  charged or received,
then in such  event:

     (a)  the provisions of this Section 2.8 will govern and control;

     (b)  the Company will not be obligated to pay any Excess Interest;

     (c)  any Excess  Interest that the Holders may have  contracted for, taken,
          reserved,  charged or received hereunder will be, at the option of the
          Holders   Representative,   (i)  applied  as  a  credit   against  the
          outstanding  principal balance of the Senior Subordinated  Obligations
          or accrued  and unpaid  interest  (not to exceed  the  maximum  amount
          permitted by law),  (ii) refunded to the payor  thereof,  or (iii) any
          combination of the foregoing;

     (d)  the interest provided for will be automatically reduced to the maximum
          lawful  rate  allowed  from  time to time  under  applicable  law (the
          "Maximum  Rate"),  and this Agreement and the Other Agreements will be
          deemed to have been,  and will be,  reformed  and  modified to reflect
          such reduction; and

     (e)  the  Company  will have no action  against the Holders for any damages
          arising due to any Excess Interest.

If for any period of time  interest on any Senior  Subordinated  Obligations  is
calculated  at the  Maximum  Rate  rather  than the  applicable  rate under this
Agreement,  and thereafter  such  applicable  rate becomes less than the Maximum
Rate, the rate of interest payable on such Senior Subordinated  Obligations will
remain at the Maximum  Rate until the Holders  will have  received the amount of
interest which the Holders would have received during such period on such Senior
Subordinated  Obligations  had the  rate of  interest  not been  limited  to the
Maximum Rate during such period. All sums paid or agreed to be paid hereunder or
under the Other  Agreements  for the use,  forbearance  or detention of sums due
will,  to the extent  permitted  by  applicable  law, be  amortized,  pro-rated,
allocated  and  spread  throughout  the  full  term of the  Senior  Subordinated
Obligations  until  payment in full so that the rate or amounts of  interest  on
account of the Senior Subordinated Obligations does not exceed the Maximum Rate.
The terms of this  Section  2.8 are  deemed to be  incorporated  into each Other
Agreement  and any other  document  or  instrument  between  the Company and any
Holder or  directed  to the  Company  by any  Holder,  whether  or not  specific
reference to this Section 2.8 is made.

3.   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Company as follows:

     3.1 Existence. It is a corporation duly organized,  validly existing and in
good standing under the laws of the jurisdiction of its organization.

     3.2  Authority.  It has the right and power and  authority  to enter  into,
execute,  deliver,  and perform its obligations  under this  Agreement,  and its
officers or agents  executing and delivering  this Agreement are duly authorized
to do so. This  Agreement  has been duly and validly  executed and delivered and
constitutes the legal, valid and binding obligation of Purchaser, enforceable in
accordance with its terms.

     3.3 Investor  Status and  Acknowledgment.  It is an  "accredited  investor"
within the meaning of  subparagraph  (a)(1),  (2), (3), or (7) of Rule 501 under
the Securities Act of 1933, as amended (the  "Securities  Act").  It understands
and acknowledges that the Senior Subordinated Note has not been registered under
the Securities Act or any other  applicable  securities law, is being offered in
transactions  not requiring  registration  under the Securities Act or any other
securities laws, and may not be offered, sold or otherwise transferred except in
compliance  with the  registration  requirements  of the  Securities Act and any
other  applicable  securities  law,  pursuant to an exemption  therefrom or in a
transaction  not  subject  thereto  and in each  case  in  compliance  with  the
conditions for transfer set forth in Section 3.4.

     3.4  Investment  for own  Account;  Restrictions  on  Transfer.  Except  as
otherwise  contemplated by Section 12.5 of this Agreement,  it is purchasing the
Senior Subordinated Note for its own account for investment, and not with a view
to,  or for  offer or sale in  connection  with,  any  distribution  thereof  in
violation of the Securities Act or any other securities laws.  Purchaser agrees,
and each  Person to whom a Senior  Subordinated  Note (or  interest  therein) is
offered, sold, assigned, transferred,  pledged, encumbered or otherwise disposed
of (collectively, "transfer"), in whole or in part, will agree, to transfer such
Senior  Subordinated  Note  only  (a) to  the  Company,  (b)  to an  "accredited
investor"  within the meaning of subparagraphs  (a)(1),  (2), (3) or (7) of Rule
501 under the Securities Act that is acquiring such Senior Subordinated Note (or
any  interest  therein) for its own account and not with a view to, or for offer
or sale in connection  with, any distribution in violation of the Securities Act
or any other  securities  law or (c) pursuant to any other  available  exemption
from the registration requirements of the Securities Act and the requirements of
any other  securities  laws.

     3.5  Legend  on  Senior  Subordinated  Note.  It  agrees  that  the  Senior
Subordinated  Note will bear a legend in  substantially  the following form:

     THE SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE  SECURITIES LAWS.  NEITHER
     THE  SECURITY NOR ANY INTEREST OR  PARTICIPATION  HEREIN MAY BE  REOFFERED,
     SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
     IN THE  ABSENCE OF SUCH  REGISTRATION,  UNLESS SUCH  TRANSACTION  IS EXEMPT
     FROM, OR NOT SUBJECT TO,  REGISTRATION,  THE HOLDER OF THIS SECURITY BY ITS
     ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
     ONLY (A) TO THE COMPANY (B) PURSUANT TO A REGISTRATION  STATEMENT WHICH HAS
     BEEN DECLARED  EFFECTIVE  UNDER THE  SECURITIES  ACT, (C) TO AN "ACCREDITED
     INVESTOR"  WITHIN THE MEANING OF  SUBPARAGRAPHS  (A)(1),  (2),(3) OR (7) OF
     RULE 501 UNDER THE  SECURITIES  ACT THAT IS ACQUIRING  THE SECURITY FOR ITS
     OWN ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
     SALE IN CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF THE SECURITIES
     ACT, OR (D) PURSUANT TO ANOTHER  AVAILABLE  EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT.

     3.6 No  ERISA  Plan  Assets.  The  Senior  Subordinated  Note  will  not be
purchased with the assets of any pension, profit-sharing, retirement, individual
retirement  account,  individual  retirement  annuity,  employee benefit plan or
other plan or arrangement subject to Title I of ERISA or Code Section 4975.

4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

To induce  Purchaser to enter into this  Agreement,  the Company  represents and
warrants to Purchaser  that the  following  statements  are true,  correct,  and
complete in all material respects:

     4.1  Corporate  Existence and  Authority.  The Company (a) is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of Indiana; (b) has all requisite corporate power and authority to own its
assets and carry on its  business as now  conducted;  and (c) is qualified to do
business in all  jurisdictions  in which the nature of its  business  makes such
qualification  necessary  and where  failure to so qualify  would  reasonably be
expected to have a Material Adverse Effect.  The Company has the corporate power
and  authority  to execute,  deliver,  and perform  its  obligations  under this
Agreement,  the Purchase  Documents,  the Senior Loan  Documents,  and all Other
Agreements to which it is or in connection  with the  transactions  contemplated
hereby, is to become, a party.


<PAGE>


     4.2  Financial  Statements.  The Company has  delivered  to  Purchaser  (i)
compiled  financial  statements of United  Expressline,  Inc. as, at and for the
fiscal years ended 1998, 1999, and 2000, (ii) internal  financial  statements of
United  Expressline,  Inc.,  as, at and for the four months ended June 30, 2001,
and (iii) pro forma  financial  statements  dated April 30, 2001.  The financial
statements  referred  to in clauses  (i) and (ii) of this  Section 4.2 have been
prepared in accordance with GAAP (except as otherwise noted therein), and fairly
present in all material  respects the  financial  condition of the Company as of
the  respective  dates  indicated  therein  and  the  results  of the  Company's
operations for the respective periods indicated  therein.  The pro forma balance
sheets are, to the best  knowledge  of the Company  after  diligent  inquiry and
investigation,  complete and accurate and fairly  present the Company's  assets,
liabilities and financial  condition,  on the bases  described  above, as of the
Closing  Date,  but taking into account the  transactions  contemplated  by this
Agreement,  the Purchase  Documents,  the Obsidian Documents and the Senior Loan
Documents  and  those  contemplated  as of the  Closing  Date  under  the  Other
Agreements.  To the best  knowledge of the Company  after  diligent  inquiry and
investigation, there are no omissions from the pro forma balance sheets or other
facts and circumstances not reflected in the pro forma balance sheets, which are
or may be  material.  As of  June  30,  2001,  the  Company  did  not  have  any
liabilities or  obligations  (absolute,  accrued,  contingent or otherwise) of a
nature required by GAAP to be reflected in such financial statements which were,
individually  or in the  aggregate,  material  to the  condition,  financial  or
otherwise,  or operations of the Company as of that date which are not reflected
on such financial  statements.  There has been no material adverse change in the
condition,  financial or otherwise,  or operations of the Company since June 30,
2001, nor has there otherwise occurred a Material Adverse Effect.

     4.3 Default.  The Company is not in  violation  of any  material  provision
under any loan agreement, indenture, mortgage, lease, franchise, permit, license
or other  agreement or  obligation to which it is a party or by which any of its
properties  is bound which is material.  The Company is paying its debts as they
become due.

     4.4  Authorization  and Compliance with Laws and Material  Agreements.  The
execution,  delivery  and  performance  by the  Company of this  Agreement,  the
Purchase Documents, the Senior Loan Documents, and the Other Agreements to which
it is or may in connection with the  transactions  contemplated  hereby become a
party, have been or prior to the consummation of such transactions  contemplated
hereby will be duly all  requisite  action on the part of the Company and do not
and will not violate their respective organizational documents or any law or any
order of any court,  governmental  authority or arbitrator,  and do not and will
not upon the consummation of the transactions contemplated hereby conflict with,
result  in a breach  of,  or  constitute  a  default  under,  or  result  in the
imposition of any Lien (except  Permitted  Liens) upon any assets of the Company
pursuant to the provisions of any material loan agreement,  indenture, mortgage,
security agreement,  franchise, permit, license or other instrument or agreement
by  which  the  Company  or  any of  its  properties  is  bound  (the  "Material
Agreements"). Except as set forth on Schedule 4.4, no authorization, approval or
consent  of,  and no  filing  or  registration  with,  any  court,  governmental
authority or third Person is or will be necessary for the execution, delivery or
performance by the Company of this Agreement, the Purchase Documents, the Senior
Loan Documents,  and the Other Agreements to which it is a party or the validity
or  enforceability  thereof.  All  such  authorizations,   approvals,  consents,
filings,  and  registrations  described in Schedule 4.4 have been obtained.  The
Company is not in  violation  of its  organizational  documents  or any material
provision of any Material  Agreement or any judgment or decree that is material,
and is in full compliance with all material laws, regulations, and rules.




<PAGE>

     4.5  Environmental  Condition  of the  Property.  Except  as  disclosed  on
Schedule 4.5:

     (a)  The  location,  construction,  occupancy,  operation  and  use  of the
          Property do not violate any applicable  Environmental  Law in a manner
          which could reasonably be expected to have a Material Adverse Effect;

     (b)  Without limitation of paragraph (a) above, to the Company's knowledge,
          neither  the  Company  nor the  Property  is subject to any  existing,
          pending or  threatened  investigation  or inquiry by any  governmental
          authority  or  subject  to  any  remedial  obligations  imposed  by  a
          governmental  authority due to violations by the Company of applicable
          Environmental  Laws,  except  for any such  investigation,  inquiry or
          obligations  which could not reasonably be expected to have a Material
          Adverse Effect;

     (c)  The Company is not subject to any liability or obligation  relating to
          (i) the  environmental  conditions  on,  under or about the  Property,
          including, without limitation, the soil and ground water conditions at
          the  Property,  or (ii)  the  use,  management,  handling,  transport,
          treatment,  generation, storage, disposal, release or discharge of any
          Polluting Substance,  except, in the case of clauses (i) and (ii), for
          any such  liability  or  obligation  which  could  not  reasonably  be
          expected to have a Material Adverse Effect;

     (d)  There is no Polluting  Substance or other  substance that may pose any
          material risk to safety,  health or the environment on, under or about
          any Property;

     (e)  The  Company  has  taken  reasonable  steps to  determine  and  hereby
          represents  and  warrants  that  no  Polluting  Substances  have  been
          disposed of or otherwise released on, onto, into, or from the Property
          in violation of applicable  Environmental  Laws, and the use which the
          Company  makes and intends to make of the  Property  does not and will
          not  result  in  the  disposal  or  other  release  of  any  Polluting
          Substances  on,  onto,  into or from  the  Property  in  violation  of
          applicable Environmental Laws; and

     (f)  The Company has been issued all  required  federal,  state,  and local
          licenses,  certificates or permits relating to, and the Property.  The
          Company, and the Company's facilities,  business,  assets,  leaseholds
          and equipment are all in compliance with, all applicable Environmental
          Laws,  except for any that could not  reasonably be expected to have a
          Material Adverse Effect.

     4.6  Solvency.   The  Company  is  not  entering   into  the   arrangements
contemplated  by this Agreement and the Other  Agreements with the actual intent
to hinder  delay or defraud  either  present or future  creditors.  After giving
effect to the  transactions  contemplated  by the Senior  Loan  Documents,  this
Agreement, the Purchase Documents and the Other Agreements,  the Company will be
solvent,  able to pay its debts as they mature, have capital sufficient to carry
on its business and all businesses in which it is about to engage, and

<PAGE>


     (a)  the  assets,  inclusive  of  goodwill,  of  the  Company,  at  a  fair
          valuation,   exceed  its  total  liabilities   (including  contingent,
          subordinated, unmatured and unliquidated liabilities);

     (b)  current  projections  which are based on underlying  assumptions which
          provide a reasonable  basis for the  projections and which reflect the
          Company's judgment based on present circumstances, the most likely set
          of conditions  and the Company's  most likely course of action for the
          period  projected,  demonstrate  that the Company will have sufficient
          cash flow to enable them to pay their respective debts as they mature;
          and

     (c)  the Company  does not have an  unreasonably  small  capital  base with
          which to engage in its respective anticipated business.

For purposes of paragraph  (a) of this Section 4.6, the "fair  valuation" of the
assets of the  Company is  determined  on the basis of the  amount  which may be
realized  within a reasonable  time,  either through  collection or sale of such
assets at market value, deeming the latter as the amount which could be obtained
for the  property  in question  within  such  period by a capable  and  diligent
businessman  from an interested  buyer who is willing to purchase under ordinary
selling conditions.

     4.7 Litigation and Judgments. Except as disclosed on Schedule 4.7, there is
no action,  suit,  proceeding or  investigation  before any court,  governmental
authority or arbitrator  pending, or to the knowledge of the Company threatened,
against or affecting the Company,  this Agreement,  the Purchase Documents,  the
Senior  Loan  Documents  and/or the Other  Agreements.  Except as  disclosed  on
Schedule 4.7, there are no outstanding  judgments  against the Company.  None of
the matters listed on Schedule 4.7 could reasonably be expected to have,  either
individually or in the aggregate, a Material Adverse Effect.

     4.8 Rights in  Properties;  Liens.  The Company  has good and  indefeasible
title to all properties and assets reflected on its balance sheets,  and none of
such properties or assets is subject to any Liens,  except  Permitted Liens. The
Company enjoys peaceful and undisturbed  possession  under all leases  necessary
for the operation of its other properties,  assets,  and businesses and all such
leases are valid and subsisting  and are in full force and effect.  There exists
no  default  under any  provision  of any lease  which  would  permit the lessor
thereunder  to  terminate  any such lease or to exercise  any rights  under such
lease which, individually or together with all other such defaults, could have a
Material  Adverse Effect.  The Company has the exclusive right to use all of the
Intellectual  Property  necessary  or  desirable  to its  business as  presently
conducted, and, to the best of the Company's knowledge, the Company's use of the
Intellectual  Property does not infringe on the rights of any other  Person.  To
the best of the Company's knowledge, no other person is infringing the rights of
the Company in any of the Intellectual  Property.  The Company owns or possesses
all licenses, permits, franchises, authorizations, patents, patent applications,
copyrights,  service marks,  trademarks and trade names, or rights thereto, that
individually  or in the  aggregate  are  material to the Company  without  known
conflict with the rights of others; to the best of the Company's  knowledge,  no
such license or trademark  has been declared  invalid,  been limited by order of
any  governmental  authority  or  by  agreement,   or  is  the  subject  of  any
infringement,  interference  or similar  proceeding  or  challenge;  to the best
knowledge  of the Company,  no product of the Company  infringes in any material
respect  any  license,  permit,  franchise,  authorization,  patent,  copyright,
service  mark,  trademark,  trade name or other right owned by any other Person;
and to the best knowledge of the Company,  there is no material violation by any
Person  of  any  right  of the  Company  with  respect  to  any  patent,  patent
applications,  copyright,  service  mark,  trademark,  trade name or other right
owned or used by the Company. The Company does not owe any royalties, honoraria,
or fees to any  Person by reason of its use of the  Intellectual  Property.
<PAGE>

     4.9 Enforceability.  Each of this Agreement,  the Purchase  Documents,  the
Senior Loan Documents and the Other  Agreements to which the Company is a party,
when  delivered,  constitutes  the legal,  valid and binding  obligations of the
Company enforceable against it in accordance with its respective terms; subject,
in the case of each of the foregoing, to (a) applicable bankruptcy,  insolvency,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies general,  and (b) general  principles of equity  (regardless of whether
enforcement is sought in a proceeding in equity or at law).

     4.10  Indebtedness.  The  Company  does not have any  Indebtedness,  except
Indebtedness  permitted under Section 7.1. All Indebtedness  owed by the Company
to any Affiliate thereof is set forth on Schedule 4.10.

     4.11 Taxes.  The Company has filed all tax  returns  (federal,  state,  and
local) required to be filed, including, without limitation, information returns,
reports  and forms,  and has paid all of its tax  liabilities,  other than taxes
that are being contested by the Company in good faith by appropriate  actions or
proceedings  diligently  pursued,  and for which adequate reserves in conformity
with GAAP with respect  thereto have been  established.  The Company knows of no
pending  investigation  of the  Company by any taxing  authority  or pending but
unassessed  material tax liability of the Company.  The Company has not made any
presently  effective waiver of any applicable  statute of limitations or request
for an extension of time to file a tax return, and the Company is not a party to
any tax-sharing agreement.

     4.12 Use of  Proceeds-,  Margin  Securities.  The  Company  is not  engaged
principally, or as one of its important activities, in the business of extending
credit for the  purpose of  purchasing  or  carrying  margin  stock  (within the
meaning  of  Regulations  G, U or X of the  Board of  Governors  of the  Federal
Reserve  System),  and no part of the proceeds of any  extension of credit under
this  Agreement  will be used to purchase  or carry any such margin  stock or to
extend credit to others for the purpose of  purchasing or carrying  margin stock
in violation of  Regulations  G, U or X of the Board of Governors of the Federal
Reserve  System.  Neither the  Company  nor any Person  acting on its behalf has
taken  any  action  that  might  cause  the  transactions  contemplated  by this
Agreement,  the  Purchase  Documents,  the Senior  Loan  Documents  or any Other
Agreements  to  violate  Regulations  G,  U or X or to  violate  the  Securities
Exchange Act of 1934, as amended.

     4.13 Employee Benefit Matters. Each Plan maintained by the ERISA Controlled
Group at any time has been operated and  administered in substantial  compliance
with the provisions of ERISA,  and the provisions of the Code  applicable to it.
Neither the ERISA  Controlled  Group nor any of their  assets are subject to nor
can they  reasonably be expected to become  subject to a lien as a result of the
existence or operation of any Plan. The ERISA  Controlled  Group have not had an
"obligation   to   contribute"   (as  defined  in  ERISA   Section  4212)  to  a
"multiemployer  pension  plan" (as  defined  in ERISA  Sections  4001(a)(3)  and
3(37)(A)) at any time.  No facts exist which will result in a material  increase
in the premium  costs of any Plan for which  benefits  are insured or a material
increase in benefit costs of any Plan, which provides self-insured  benefits. As
of the Closing  Date,  the ERISA  Controlled  Group has no material  liabilities
under any Plan that is not  reflected in the Financial  Statements.  No facts or
circumstances  exist under which Company will incur any liability,  nor will the
assets or the real  estate of the  Company  be  chargeable  with any  liability,
relating to any act or omission of the ERISA Controlled Group or their agents or
representatives  with  respect  to  Plan at any  time  maintained  by the  ERISA
Controlled  Group. With respect to the Plans identified in Section 4.13:
<PAGE>

     (a)  all premiums  payable under any insured Plan have been fully paid, and
          all  contributions  required  to be made to any  other  Plan have been
          made;

     (b)  all Plans required by law to be funded have been fully funded; and

     (c)  the assets to be conveyed to Purchaser  pursuant to Section 1.5(g) are
          not less  than the  accrued  benefits  of the  participants  under the
          United Expressline, Inc. Deferred Compensation Plan.

     4.14 Delivery of Purchase Documents. Purchaser has received complete copies
of the Purchase  Documents  and all documents  executed in  connection  with the
transactions  contemplated  thereby  (including  all  exhibits,   schedules  and
disclosure  letters referred to therein or delivered  pursuant thereto,  if any)
and all amendments  thereto,  waivers relating thereto and other side letters or
agreements  affecting the terms thereof, to the extent, in each of the foregoing
cases,  that each of the  foregoing  agreements  and other  documents  have been
prepared or executed  and  delivered,  as the case may be, on or before the date
hereof.  None of such documents and agreements has been amended or supplemented,
nor have any of the provisions thereof been waived, except pursuant to a written
agreement or instrument which has heretofore been delivered to Purchaser.

     4.15 Delivery of Obsidian Documents. Purchaser has received complete copies
of the Obsidian  Documents  and all documents  executed in  connection  with the
transactions  contemplated  thereby  (including  all  exhibits,   schedules  and
disclosure  letters referred to therein or delivered  pursuant thereto,  if any)
and all amendments  thereto,  waivers relating thereto and other side letters or
agreements  affecting the terms thereof, to the extent, in each of the foregoing
cases,  that each of the  foregoing  agreements  and other  documents  have been
prepared or executed  and  delivered,  as the case may be, on or before the date
hereof.  None of such documents and agreements has been amended or supplemented,
nor have any of the provisions thereof been waived, except pursuant to a written
agreement or instrument which has heretofore been delivered to Purchaser.

     4.16 Disclosure.  No  representation or warranty made by the Company in the
Senior Loan Documents,  the Purchase Documents,  or any Other Agreement to which
the Company is a party  contains  any untrue fact or omits to state any material
fact necessary to make the statements herein or therein not misleading. There is
no fact known to the Company that the Company has  determined has had a Material
Adverse  Effect that has not been  disclosed in writing to Purchaser.  Except as
disclosed on Schedule  4.15, no officer,  director,  shareholder or Affiliate of
the Company or any individual related by blood, marriage or adoption to any such
individual,  or any entity in which any such Persons or individuals collectively
own any  beneficial  interest  in  excess  of 10% is a party  to any  agreement,
contract,  commitment  or  transaction  with  the  Company  or has any  material
interest  in any  material  property  used by the  Company  (each an  "Affiliate
Transaction").
<PAGE>

     4.17 Subsidiaries and Capitalization. The Company has no Subsidiaries as of
the date of this  Agreement.  All the issued and  outstanding  shares of capital
stock of the  Company  are  duly  authorized,  validly  issued,  fully  paid and
nonassessable.  The  capitalization  of the Company on the  Closing  Date is set
forth on Schedule 4.16. No violation of any preemptive rights of shareholders of
the Company has occurred by virtue of the transactions  contemplated  under this
Agreement,  the  Purchase  Documents,  the Senior Loan  Documents,  or any Other
Agreement. There are no outstanding contracts,  options, warrants,  instruments,
documents or agreements binding upon the Company granting to any Person or group
of Persons  any right to  purchase or acquire  shares of the  Company's  capital
stock,  except  pursuant  to the Stock  Purchase  Documents  and as set forth in
Schedule 4.16.

     4.18 Current  Locations.  The principal office of the Company is located at
19985 County Road 8, Bristol,  Indiana  46507.  The Company does not conduct any
material  operations  or keep any  material  amounts  of  property  at any other
location,  except the following:  68939 M 103, White Pigeon, Michigan.  Schedule
4.17 accurately indicates whether each such location is owned or leased, and, if
leased,  identifies the owner of such location. No Person other than the Company
has  possession  of any assets of the  Company,  except as disclosed on Schedule
4.17.

     4.19  Investment   Company  Act.   Neither  the  Company  nor  any  company
controlling the Company is required to be registered as an "investment  company"
within the meaning of the Investment Company Act of 1940, as amended.

     4.20 Public  Utility  Holding  Company  Act.  The Company is not a "holding
company" or a "subsidiary company" of a "holding company" or an "affiliate" of a
"holding company" or a "public utility" within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

     4.21 No Burdensome Restrictions. The Company is not a party to, or bound by
any  agreement,  condition,  contract,  or  arrangement  which has, or which the
Company reasonably expects in the future will have, a Material Adverse Effect.

     4.22  Securities  Laws.  Assuming  the accuracy of the  representations  of
Purchaser  set forth in Article  III,  and the  compliance  by each  Holder with
Section 12.5 (including, without limitation, the accuracy of the representations
of each  Transferee  in each  Transfer  Agreement  to which such  Transferee  is
party), the sale by the Company of the Senior Subordinated Note to the Purchaser
is  exempt  from  the  registration  requirements  of  the  Securities  Act  and
applicable state securities or blue sky laws.
<PAGE>

     4.23 No Labor  Disputes.  Except as disclosed on Schedule 4.22, the Company
is not involved in any labor  dispute.  Except as  disclosed  on Schedule  4.22,
there are no strikes or walkouts or union  organization  of any of the Company's
employees  threatened  or in  existence  and no labor  contract is  scheduled to
expire during the term of this Agreement.  The Company is in compliance with all
laws,  rules,  regulations,   orders,  and  decrees  applicable  to  it  or  its
properties,  except for instances of noncompliance that,  individually or in the
aggregate, will not have a Material Adverse Effect.

     4.24 Brokers.  Neither the Company nor any  shareholders of the Company has
dealt with any broker,  finder,  commission  agent or other Person in connection
with any of the  transactions  contemplated  by the Purchase  Agreements  or any
transactions referenced in or contemplated by this Agreement, nor is the Company
or any  shareholders of the Company under any obligation to pay any broker's fee
or  commission  in  connection  with such  transactions,  except as set forth on
Schedule 4.23.

     4.25 Insurance.  The amount and types of insurance  carried by the Company,
and the terms and conditions thereof, are substantially  similar to the coverage
maintained  by  companies  in the same or similar  business  as the  Company and
similarly  situated,  and  include,  without  limitation,  property and casualty
insurance,  general liability  insurance,  business  interruption  insurance and
other  insurance  in the  amounts  and of the types  described  in Section  6.12
hereof.

     4.26  Conduct of  Business.  On the  Closing  Date,  each of the Company is
engaged only in businesses of the type described in Schedule 4.25.

     4.27  Senior  Debt.   Simultaneously   with  the  issuance  of  the  Senior
Subordinated  Note, the Senior Lender will provide United  Expressline  with the
Senior Debt pursuant to the Senior Loan Documents

5.   CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

Purchaser's  obligations  hereunder  are subject to (a) the  performance  by the
Company  of its  obligations  hereunder  that  by  the  terms  hereof  are to be
performed at or prior to delivery of the Senior  Subordinated  Note, and (b) the
satisfaction of the following conditions on or before the Closing Date (all such
obligations and conditions  being set forth in more detail on Exhibit J attached
hereto):

     5.1 Senior  Loan  Documents.  All terms and  conditions  of the Senior Loan
Documents  delivered by the Company to the Purchaser  pursuant to Section 5.5(i)
hereof  (including,   without  limitation,  the  rate  of  interest,   principal
amortization and maturity of the credit facilities  established  thereunder) are
satisfactory  to  Purchaser.  The Senior Loan  Documents  are being  consummated
simultaneously with the sale of the Senior Subordinated Note.

     5.2 Danzer and Seller Debt. All terms and conditions of the Danzer Debt and
the Seller Debt (including,  without limitation, the rate of interest (which may
not,  in  the  case  of  the  Seller  Debt,  exceed  9%  per  annum),  principal
amortization and maturity of the credit facilities  established  thereunder) are
satisfactory to Purchaser.
<PAGE>

     5.3 Purchase Document  Transactions.  The Purchase Documents will have been
duly  executed  and  delivered by the parties  thereto,  all  conditions  to the
consummation of the transactions  contemplated  thereby will have been satisfied
or waived with Purchaser's consent, and the terms and provisions of the Purchase
Documents  and  the  structure  of  the  transactions  contemplated  thereby  is
satisfactory to Purchaser.

     5.4 Obsidian Document  Transactions.  The Obsidian Documents will have been
duly  executed  and  delivered by the parties  thereto,  all  conditions  to the
consummation of the transactions  contemplated  thereby will have been satisfied
or waived with Purchaser's consent, and the terms and provisions of the Obsidian
Documents  and  the  structure  of  the  transactions  contemplated  thereby  is
satisfactory to Purchaser.

     5.5 No Litigation; Consummation of Transactions. No injunction, preliminary
injunction,  or  temporary  restraining  order is  threatened  or  exists  which
prohibits  or may  prohibit the  transactions  contemplated  herein or any other
related transaction, and no litigation or similar proceeding (including, without
limitation,  any litigation or other  proceeding  seeking  injunctive or similar
relief) is  threatened or exists with respect to the  transactions  contemplated
herein that, if adversely determined,  could in the judgment of Purchaser have a
Material  Adverse  Effect.

     5.6 Documents. Purchaser will have received the following, each in form and
substance  satisfactory to Purchaser:

     (a)  Senior  Subordinated Note. The Senior  Subordinated Note issued in the
          name of HCIC duly executed by the Company;

     (b)  Stock Purchase  Documents.  The Danzer Stock, duly issued by Danzer to
          HCIC as  specified  in the Stock  Purchase  Agreement,  along with the
          other fully executed Stock Purchase  Documents and all other documents
          and instruments required pursuant thereto;

     (c)  This  Agreement;  Other  Agreements.  This  Agreement  and  all  Other
          Agreements,  together with completed  schedules and exhibits  thereto,
          duly executed and delivered by the parties thereto;

     (d)  Insurance.  A written  report from an insurance  broker  acceptable to
          Purchaser,  confirming  that the  amount  of the  Company's  insurance
          coverage  and the  terms  and  conditions  thereof  are  substantially
          similar to policies  maintained by companies similarly situated to the
          Company and engaged in the same or a similar business;

     (e)  Approvals  and  Consents.  Copies,  certified by the  Company,  of all
          consents,  authorizations,  filings,  licenses and approvals,  if any,
          required  in  connection  with the  consummation  of the  transactions
          contemplated by the Purchase  Documents,  the execution,  delivery and
          performance  by the Company,  or the validity and  enforceability  of,
          this Agreement,  the Senior Loan Documents,  the Purchase Documents or
          the Other Agreements to which the Company is a party;
<PAGE>

     (f)  Opinion of Counsel to the Company.  The written legal  opinions of the
          Company's legal counsel,  Riley,  Bennett and Egloff, LLP satisfactory
          to  HCIC;

     (g)  General Certificate of the Company's  Secretary.  A certificate of the
          Secretary  of the Company  together  with true,  correct and  complete
          copies of the  following:

          (1)  Charter.  The charter  documents  of the Company,  including  all
               amendments  thereto,  certified by the  Secretary of State of the
               state of its  incorporation  and dated  within  thirty  (30) days
               prior to the Closing Date;

          (2)  By-Laws.  The By-Laws of the Company,  including  all  amendments
               thereto;

          (3)  Resolutions.  The  resolutions  of the Board of  Directors of the
               Company  authorizing -the execution,  delivery and performance of
               this  Agreement,  the  Purchase  Documents,  the  Stock  Purchase
               Documents, the Senior Loan Documents, and the Other Agreements to
               which the Company is a party;

          (4)  Existence and Good  Standing  Certificates.  Certificates  of the
               appropriate government officials of the state of incorporation of
               the  Company  as  to  its  existence  and  good   standing,   and
               certificates  of the  appropriate  government  officials  in each
               state  where the  Company  does  business  and where  failure  to
               qualify as a foreign  corporation  would have a Material  Adverse
               Effect,  as to its  good  standing  and due  qualification  to do
               business in such state,  each dated within thirty (30) days prior
               to the Closing Date; and

          (5)  Incumbency.  The names of the officers of the Company  authorized
               to sign this Agreement and the Other Agreements to be executed by
               the Company, together with a sample of the true signature of each
               such officer;

     (h)  Senior Loan  Documents.  Copies of the Senior Loan  Documents and each
          document  relating  thereto,  and a certificate of the Chief Executive
          Officer and Chief Financial Officer of the Company certifying that the
          attached  documents are a true, correct and complete set of the Senior
          Loan Documents, that all conditions precedent to funding of the Senior
          Debt have been met or waived with  Purchaser's  written  consent,  and
          that those transactions are being consummated  simultaneously with the
          sale of the Senior Subordinated Note;

     (i)  Purchase Documents. Copies of the Purchase Documents and each document
          relating thereto, and a certificate of the Chief Executive Officer and
          Chief  Financial  Officer of the Company  certifying that the attached
          documents  are a  true,  correct  and  complete  set of  the  Purchase
          Documents,   that  all   conditions   precedent   to  funding  to  the
          transactions  contemplated by the Purchase  Documents have been met or
          waived,   and  that   those   transactions   are   being   consummated
          simultaneously with the sale of the Senior Subordinated Note;
<PAGE>

     (j)  Obsidian Documents. Copies of the Obsidian Documents and each document
          relating thereto, and a certificate of the Chief Executive Officer and
          Chief  Financial  Officer of  Obsidian  certifying  that the  attached
          documents  are a  true,  correct  and  complete  set of  the  Obsidian
          Documents,   that  all   conditions   precedent   to  funding  to  the
          transactions  contemplated by the Obsidian  Documents have been met or
          waived,   and  that   those   transactions   are   being   consummated
          simultaneously with the sale of the Senior Subordinated Note;

     (k)  Danzer and Seller Debt Documents.  Copies of the documents  evidencing
          the  Danzer  Debt  and the  Seller  Debt and  each  document  relating
          thereto,  and a certificate of the Chief  Executive  Officer and Chief
          Financial  Officer  of  the  Company   certifying  that  the  attached
          documents are a true, correct and complete set of such documents, that
          all conditions  precedent to funding to the transactions  contemplated
          by the  such  documents  have  been  met or  waived,  and  that  those
          transactions are being consummated simultaneously with the sale of the
          Senior Subordinated Note;

     (1)  Communication with Accountants. Purchaser will have received a copy of
          a letter from the Company  addressed to its  accountants,  authorizing
          such  accountants  to  disclose  to the  Holders  Representative  such
          financial   information   concerning   the   Company  as  the  Holders
          Representative   may   reasonably   request  to  assist  the   Holders
          Representative  in  determining  compliance by the Company with any of
          the  financial  covenants  contained  in  Article VI and  Article  VII
          hereof;

     (m)  Transaction Certificate.  A certificate of the Chief Executive Officer
          and the Chief  Financial  Officer of the Company  that, to the best of
          their knowledge after due investigation,  all conditions  precedent to
          the effectiveness of this Agreement have been satisfied or waived;

     (n)  Environmental  Reports. Phase I environmental reports addressed to the
          Holders Representative and the Senior Lender,  prepared in substantial
          conformance  with  standards set forth in ASTM document E 1527-97,  by
          ESA1  or  an   other   independent   environmental   consulting   firm
          satisfactory  to  the  Holders  Representative  with  respect  to  the
          Properties that state that the Holders Representative may rely thereon
          and that do not evidence any  violation  of  applicable  Environmental
          Laws which is unacceptable to Holders Representative.


     (o)  Employment   Agreements.   The  executed  employment  and  non-compete
          agreements  between the Company and Gary H. Stanley the terms of which
          are acceptable to. Purchaser.

     (p)  Financial  Information;  Opening  Day  Balance  Sheet.  The  financial
          information  described in Section 4.2 of this Agreement,  certified as
          true,  complete and correct by the Company,  and an unaudited  opening
          day balance sheet giving effect to the  transactions  contemplated  by
          this Agreement and the Other  Agreements,  the Senior Loan  Documents,
          the Obsidian Documents, and the Purchase Documents.
<PAGE>

     (q)  Lien Searches.  All-lien searches  satisfactory in scope and substance
          to the Purchaser.

     (r)  Recordings and Filings.  The Company shall have executed and delivered
          all  financing  statements  and other  filings as are  required  to be
          filed,  registered  or  recorded  in order to create,  in favor of the
          Purchaser,  a  second-priority  perfected Lien in all of the Company's
          assets,  together with evidence satisfactory to the Purchaser that all
          necessary  filing fees and recording and other similar fees, taxes and
          expenses  related to such filings,  registrations  and recordings have
          been paid in full.

     (s)  Title Work; Surveys.  For each Property that is subject to a Mortgage,
          a lender's title insurance  policy in ALTA form (or such other form as
          is  satisfactory  to the  Purchaser),  and a  survey,  performed  by a
          surveyor with qualifications acceptable to the Purchaser, certified to
          the Purchaser and complying with the minimum detail  requirements  for
          land title surveys as adopted by the American  Land Title  Association
          and Congress on Surveying and Mapping.

     (t)  Additional  Information  Other Documents,  and Agreements.  Such other
          information,  documents, agreements,  commitments, and undertakings as
          Purchaser or Purchaser's counsel may reasonably request.

     5.7  Equity  Contribution.  Evidence  satisfactory  to the  Purchaser  that
Obsidian has contributed $1,500,000 in equity to the Company.

     5.8  Material  Adverse  Change.  For the  period  from May 31,  2001 to the
Closing Date,  there will have been no occurrence or event which, in Purchaser's
opinion, has or could have a Material Adverse Effect.

     5.9 Fees and  Expenses.  An  underwriting  fee in the  amount  set forth in
Section 11. 44, will have been paid to  Purchaser.  All other fees then  payable
pursuant  to this  Agreement  which  are due on or  prior  to the  Closing  Date
(including the fees, expenses and disbursements of the Purchaser's counsel) will
have been paid to Purchaser (or such counsel, as applicable).

     5.10 No Event of Default.  No Event of Default or  Potential  Default  will
have  occurred and be  continuing.

5.11  Representations  and  Warranties.  All
representations  and  warranties  contained  in this  Agreement  and  the  Other
Agreements  will be  true  and  correct  on the  Closing  Date.

6.   AFFIRMATIVE COVENANTS

The Company covenants and agrees that, from the date hereof and until the Senior
Subordinated  Obligations  (other than  Indemnification  Obligations)  have been
finally and  irrevocably  paid in full in  accordance  with the terms hereof and
thereof:
<PAGE>

     6.1 Financial Statements. The Company will furnish to Purchaser:

     (a)  As soon as  available,  and in any event within ninety (90) days after
          the end of each Fiscal Year of the Company,  beginning with the Fiscal
          Year ending December 31, 2001, (i) a copy of the financial  statements
          of the  Company  for such  Fiscal  Year  containing  a balance  sheet,
          statement of income,  statement of stockholders' equity, and statement
          of cash flow as at the end of such Fiscal Year and for the fiscal year
          then ended, in each case setting forth in comparative form the figures
          for the preceding  Fiscal Year,  all in reasonable  detail and audited
          and  certified by Birk,  Gross,  Bell & Coulter P.C., or any "Big Six"
          firm of independent certified public accountants (or successor firms),
          to the effect that such  financial  statements  have been  prepared in
          accordance with GAAP; (ii) a certificate by such independent certified
          public  accountants  confirming  the  calculations  set  forth  in the
          officers' certificate delivered simultaneously therewith in accordance
          with  Section  6.2(a);  and (iii) a comparison  of the actual  results
          during such Fiscal  Year to those  originally  budgeted by the Company
          prior to the  beginning of such Fiscal Year,  along with  management's
          discussion and analysis of variances,  as well as,  variances  between
          actual  results  for such  Fiscal  Year  and  actual  results  for the
          previous Fiscal Year. The annual audit report required hereby will not
          meet the  requirements  of this  Section 6.1 (a) if it is qualified on
          the  basis  that  the  Company  is not a going  concern  or  otherwise
          qualified or limited  because of restricted or limited  examination by
          the accountant of any material  portion of any of the.  records of the
          Company.

     (b)  As soon as  available,  and in any event within thirty (30) days after
          the end of each Fiscal Month, a copy of an unaudited  financial report
          of the  Company  and as of the end of such  Fiscal  Month  and for the
          portion of the Fiscal  Year then  ended,  containing  balance  sheets,
          statements  of  income,  and  statements  of cash  flow,  in each case
          setting forth in  comparative  form the figures for the  corresponding
          period  of  the  preceding  Fiscal  Year,   along  with   management's
          discussion and analysis all in reasonable detail,  including,  without
          limitation,  a  comparison  of the actual  results  for such period to
          those  originally  budgeted by the Company  prior to the  beginning of
          such fiscal period and for the Fiscal Year to date.

     (c)  Simultaneously with the delivery of financial  information pursuant to
          Section 6.1 (b) in respect of any month which is the last month of any
          Fiscal  Quarter,  management's  discussion  and  analysis of variances
          between the  results for the portion of the current  Fiscal Year ended
          on the last day of such Fiscal Quarter and the corresponding period of
          the preceding  Fiscal Year; all in a format  reasonably  acceptable to
          the Holder's Representative.

     (d)  As soon as  available,  and in any event  within sixty (60) days after
          the  Closing  Date,  a  balance  sheet  of the  Company  that has been
          reviewed  by  Birk,  Gross,  Bell  &  Coulter,  P.C.,  or  such  other
          nationally recognized firm of independent certified public accountants
          approved by Purchaser,  dated as of the Closing  Date,  which has been
          restated using purchase accounting in accordance with APB 16 and which
          gives effect to the issuance of the Senior  Subordinated  Note and the
          Stock Purchase Documents, and the financing transactions  contemplated
          by the Senior Loan Agreement as if all commitments  therein  available
          to the Company as of the Closing Date were fully  utilized,  certified
          by the Chief Executive  Officer and the Chief Financial Officer of the
          Company as fairly presenting the Company's financial position.

     (e)  On or before  thirty (30) days prior to the  beginning  of each Fiscal
          Year of the Company, a draft of the annual budget or business plan for
          such Fiscal Year, including a projected consolidated and consolidating
          balance  sheet,  income  statement,  and cash flow  statement for such
          year,  and,  promptly  during each Fiscal Year, all revisions  thereto
          approved by the Board of Directors of the Company.
<PAGE>

     (f)  As soon as available, copies of all final reports or letters submitted
          to the Company by its  independent  certified  public  accountants  in
          connection with each annual, interim or special audit of the financial
          statements of the Company made by such accountants, including, without
          limitation,  any  management  report (and the Company agrees to obtain
          such a report  in  connection  with each of its  annual  audits by its
          independent public accountants).

     6.2 Certificates:  Other Information. The Company will furnish to Purchaser
all of the following:

     (a)  Concurrently  with the  delivery of each of the  financial  statements
          referred to in Section 6.1(a) and Section 6.1(b),  a certificate of an
          authorized  officer  of the  Company  in  the  form  of the  officer's
          certificate attached hereto as Exhibit I (i) stating that no Potential
          Default or Event of Default has occurred and is continuing or, if such
          officer has knowledge of a Potential Default or Event of Default,  the
          nature  thereof  specifying the steps taken or proposed to remedy such
          matter,  (ii) showing in reasonable  detail the  calculations  showing
          compliance  with  Sections  6.18,  and 7.10,  (iii)  stating  that the
          financial  statements  attached have been prepared in accordance  with
          GAAP and fairly and  accurately  present  (subject to  year-end  audit
          adjustments, for the annual certificates) in all material respects the
          financial  condition  and results of  operations of the Company at the
          date and for the period indicated therein,  (iv) containing  summaries
          of accounts payable agings, accounts receivable agings, and inventory;
          (v) (A)  containing  a schedule of the  outstanding  Indebtedness  for
          borrowed  money of the Company  describing in  reasonable  detail each
          such  debt  issue  or  loan   outstanding,   the  name,   address  and
          telephone/fax  numbers of each of the holders or lenders,  as the case
          may be, of such debt issue or loan  outstanding,  the principal amount
          and amount of accrued and unpaid  interest  with  respect to each such
          debt issue or loan  outstanding  and (B) making a statement in respect
          each thereof similar to statement required in clause (a)(i) above.

     (b)  As soon as available, (i) a copy of each financial statement,  report,
          notice or proxy  statement sent by the Company to its  stockholders in
          their capacity as stockholders,  (ii) a copy of each regular, periodic
          or special report,  registration statement, or prospectus filed by the
          Company with any  securities  exchange or the  Securities and Exchange
          Commission  or any  successor  agency,  (iii) any material and adverse
          order issued by any court,  governmental  authority,  or arbitrator in
          any material  proceeding to which the Company is a party,  (iv) copies
          of all press releases and other statements made available generally by
          the Company to the public generally  concerning material  developments
          in the Company's  business,  and (v) a copy of all  correspondence and
          Representative).

     (c)  Promptly,  such additional  information  concerning the Company as the
          Holders Representative may reasonably request.
<PAGE>

     6.3 Books and  Records,  Accounting  System.  The Company  shall keep,  (a)
proper books of record and account in which full,  true and correct entries will
be made of all  dealings or  transactions  of or in relation to its business and
affairs;  (b)  set  up  on  its  books  accruals  with  respect  to  all  taxes,
assessments,  charges,  levies and claims; and (c) on a reasonably current basis
set up on its books from its earnings  allowances against doubtful  receivables,
advances and  investments  and all other  proper  accruals  (including,  without
limitation,  by reason of  enumeration,  accruals for  premiums,  if any, due on
required payments and accruals for depreciation,  obsolescence,  or amortization
of properties),  which should be set aside from such earnings in connection with
its business.  All  determinations  pursuant to this  subsection will be made in
accordance with, or as required by, GAAP consistently  applied. The Company will
maintain  a  modern  system  of  accounting   established  and  administered  in
accordance with sound business  practices to permit  preparation of consolidated
financial statements in conformity with GAAP.

     6.4 Financial  Disclosure.  The Company hereby  irrevocably  authorizes and
directs  Birk,  Gross,  Bell & Coulter,  P.C. (or its successor as the Company's
principal outside  accountant)  during the term of this Agreement to exhibit and
deliver to the Holders  Representative  copies of any of the Company's financial
statements,  trial  balances  or other  accounting  records  of any sort in such
accountant's  possession,  and to  disclose to the  Holders  Representative  any
information it may have concerning the Company's  financial  status and business
operations,  provided,  however,  that  any  request  hereunder  for  documents,
analyses or other information made to such accountants will first be made to the
Company.

     6.5  Disclosure of Material  Matters.  The Company will,  immediately  upon
learning  thereof,   report  to  the  Holders  Representative  (a)  all  matters
materially affecting the value,  enforceability or collectibility of any portion
of its assets including,  without limitation,  changes to significant contracts,
schedules of equipment,  changes of significant equipment or real property,  the
reclamation  or  repossession  of, or the return to the  Company  of, a material
amount of goods and  material  claims or disputes  asserted  by any  customer or
other obligor,  which matters could have a Material Adverse Effect,  and (b) any
material  adverse  change in the  relationship  between  the  Company any of its
respective suppliers or customers which could have a Material Adverse Effect.

     6.6  Maintenance  of  Properties.  The Company will operate and maintain in
good  condition  and repair  (ordinary  wear and tear  excepted)  and replace as
necessary,  all of its assets and  properties  which are  necessary or useful in
accordance  with sound business  practices in the proper conduct of its business
so that the value and  operating  efficiency  of its assets and  properties  are
maintained  and   preserved.   The  Company  will  at  all  times  maintain  the
Intellectual  Property in full force and effect, and will defend and protect the
Intellectual  Property against all adverse claims, except to the extent that the
failure to so maintain,  defend or protect such Intellectual  Property would not
have a Material  Adverse  Effect.
<PAGE>

     6.7 Payment of Taxes and Claims.  The Company will pay or discharge,  at or
before   maturity  or  before  becoming   delinquent  (a)  all  taxes,   levies,
assessments,  vault, water and sewer rents,  rates,  charges,  levies,  permits,
inspection  and  license  fees and  other  governmental  and  quasi-governmental
charges and any  penalties or interest for  nonpayment  thereof,  heretofore  or
hereafter  imposed  or which may  become a Lien upon any  property  owned by the
Company or arising with respect to the  occupancy,  use,  possession  or leasing
thereof  (collectively the  "Impositions")  and (b) all lawful claims for labor,
material,  and supplies,  which, if unpaid,  might become a Lien upon any of its
property;  provided,  however,  the  Company  will  not  be  required  to pay or
discharge any claim for labor,  material,  or supplies or any  Imposition  which
meets each of the following requirements:  (i) such claim or Imposition is being
contested  in good  faith  by  appropriate  actions  or  proceedings  diligently
pursued,  (ii) adequate  reserves in conformity  with GAAP with respect  thereto
have been  established to the reasonable  satisfaction  of Purchaser,  and (iii)
such claim or  Imposition  (or any Lien arising  therefrom)  would not otherwise
constitute an Event of Default under this  Agreement.

     6.8 Compliance  with Laws.  The Company shall comply with all acts,  rules,
regulations, and orders of any legislative,  administrative, or judicial body or
official  applicable to the operation of the Company's business if noncompliance
with such acts,  rules,  regulations,  or orders  could have a Material  Adverse
Effect.

     6.9 Leasehold  Obligations;  Material Agreements.  The Company shall at all
times pay,  when and as due, its rental  obligations  under all material  leases
under  which it is a tenant  or  lessee,  and  shall  otherwise  comply,  in all
material  respects,  with all other  terms of such  leases and keep them in full
force and effect and, at the request of the Holders Representative, will provide
evidence  of its  having  done so.  The  Company  shall  comply  in all with all
agreements, indentures, mortgages, deeds of trust or other agreements binding on
it or affecting its  properties or business where the failure to so comply would
have a Material Adverse Effect.

     6.10  Insurance.   The  Company  will  maintain,  with  financially  sound,
reputable and solvent companies,  insurance policies (a) insuring its assets and
business against loss by fire, explosion, theft, business interruption and other
risks and casualties as are customarily  insured against by companies engaged in
the same or a similar  business,  (b) insuring it against liability for personal
injury and property damages relating to its assets,  such policies to be in such
amounts and  covering  such risks as are usually  insured  against by  companies
engaged in the same or a similar business and use reasonably satisfactory to the
Majority Holders.  All general  liability  policies will be endorsed in favor of
the Holders as an additional  insured.  The Company shall (i) deliver  copies of
all such policies to the Holders Representative within 30 days after the Closing
Date, and from time to time  thereafter  upon request,  (ii) pay, or cause to be
paid,  all premiums for such  insurance  before such premiums  become due, (iii)
furnish to the Holders Representative satisfactory proof of the timely making of
such  payments,  and (iv) cause such  policies  to require  the  insurer to give
notice to the Holders  Representative of termination or reduction in coverage of
any such policy at least 30 days before such  termination  or reduction is to be
effective.

     6.11  Inspection  Rights.  At any time and from time to time during  normal
business  hours,  the  Company  will  permit   representatives  of  the  Holders
Representative to examine and make copies of the books and records of, and visit
and  inspect  the  properties  of,  the  Company  and to discuss  the  business,
operations,  and  financial  condition  of the  Company  with its  officers  and
employees and with its independent  certified public accountants.  In accordance
with the terms of Section 12.1 hereof,  the Company will promptly  reimburse the
Holders  Representative  for all  expenses  incurred by its  representatives  in
connection with such inspections.
<PAGE>

     6.12 Notices.  The Company will promptly,  but in any event within five (5)
Business  Days  after  first  becoming   aware   thereof,   notify  the  Holders
Representative  in writing  of:

     (a)  the  commencement  of any  action,  suit,  or  proceeding  against the
          Company that, in its reasonable  judgment,  if determined adversely to
          the Company,  could  reasonably be expected to have a Material Adverse
          Effect;

     (b)  the  occurrence  of an event of  default  or an event  which  with the
          passage  of time or giving of notice or both  constitutes  an event of
          default under any of the Senior Loan Documents or under any instrument
          or agreement  evidencing any other Indebtedness of the Company,  which
          notice must specify the nature of such event, condition or default and
          what  action the  Company  has taken or is taking or  proposes to take
          with respect thereto; or

     (c)  any other  matter that has had or, in the  reasonable  judgment of the
          Company, is likely to have, a Material Adverse Effect; and

     (d)  The  occurrence of a Potential  Default or an Event of Default,  which
          notice must specify the nature of such event, condition or default and
          what  action the  Company  has taken or is taking or  proposes to take
          with respect thereto.

The Company shall accompany any notification  required by this Section 6.12 with
a certificate of the Chief Executive  Officer or Chief Financial Officer setting
forth the  details of the  specified  events and the  action  which the  Company
proposes to take with respect thereto.

     6.13 Additional Notices.  Promptly after receipt, the Company shall provide
the Holders  Representative  with copies of all  notices  (including  notices of
default),  statements and financial  information,  including notices of default,
received  from the Senior  Lender under the Senior Loan  Agreement and any other
creditor or lessor with respect to the  acceleration of the maturity of any item
of  Indebtedness  for borrowed money which,  if not paid,  could give rise to an
Event of Default under Section 8.1(b) or the  repossession of material  property
from the Company.

     6.14 Senior Loan Document  Amendments.  The Company shall promptly  provide
the Holders  Representative with copies of all proposed amendments to the Senior
Loan Documents and of all other loan agreements to which the Company is a party.

     6.15 Further Assurances.  The Company shall execute and deliver,  from time
to  time,  upon the  reasonable  request  of the  Holders  Representative,  such
supplemental agreements,  statements, assignments and transfers, or instructions
on documents as may be necessary in order that the full intent of the parties to
this Agreement and the Other Agreements may be carried into effect.


<PAGE>


     6.16 Compliance with ERISA and the Code. The Company will comply,  and will
cause  each  other  member of any ERISA  Controlled  Group to  comply,  with all
minimum funding requirements,  and all other material requirements, of ERISA and
the Code,  if  applicable,  to any  Employee  Benefit Plan it or they sponsor or
maintain,  so as not to give rise to a Material Adverse Effect. The Company will
pay, and will cause each other member of any ERISA Controlled Group to pay, when
due any  amount  payable  by it to the  Pension  Benefit  Guaranty  Corporation.
Promptly  after  the  filing  thereof  and  upon  the  request  of  the  Holders
Representative   therefore,   the   Company   shall   furnish  to  the   Holders
Representative  with regard to each Employee Benefit Plan, copies of each annual
report  required to be filed pursuant to Section 104 of ERISA in connection with
each such plan for each plan year.

     6.17  Compliance  with  Regulations G, U and X. Neither the Company nor any
Person  acting on its  behalf  will  take any  action  which  might  cause  this
Agreement,  the Senior  Subordinated  Note,  the Stock Purchase  Documents,  the
Senior Loan Documents or any Other  Agreements to violate,  and the Company will
take all actions  necessary to cause compliance with,  Regulations G, U and X of
the Board of Governors of the Federal Reserve System and the Securities Exchange
Act of 1934,  in each case as now in effect or as the same may  hereafter  be in
effect.

     6.18 Financial Covenants. The Company shall maintain and keep in full force
and effect each of the financial  covenants set forth below. The calculation and
determination  of  each  such  financial  covenant,  and  all  accounting  terms
contained  therein,  must be so calculated and construed in accordance with GAAP
and is subject to adjustment for consistency following the Company furnishing to
the Holders  Representative the balance sheets described in Section 66-1 of this
Agreement:

     (a)  Minimum EBITDA.  The Company shall not permit EBITDA of the Company as
          of any of the Fiscal  Quarter ends set forth below (in each case,  for
          the EBITDA Testing Period applicable to such Fiscal Quarter end) to be
          less than the amount  corresponding  to such Fiscal Quarter end as set
          forth below:

        Fiscal Quarter End              Minimum EBITDA
        12/31/01                        $  496,000
        03/31/02                        $1,319,000
        06/30/02                        $2,239,000
        09/30/02                        $2,942,000
        12/31/02                        $3,062,000
        03/31/03                        $3,180,000
        06/30/03                        $3,311,000
        09/30/03                        $3,411,000
        12/31/03                        $3,499,000
        03/31/04                        $3,624,000
        06/30/04                        $3,763,000
        09/30/04                        $3,869,000

<PAGE>

     6.16 Compliance with ERISA and the Code. The Company will comply,  and will
cause  each  other  member of any ERISA  Controlled  Group to  comply,  with all
minimum funding requirements,  and all other material requirements, of ERISA and
the Code,  if  applicable,  to any  Employee  Benefit Plan it or they sponsor or
maintain,  so as not to give rise to a Material Adverse Effect. The Company will
pay, and will cause each other member of any ERISA Controlled Group to pay, when
due any  amount  payable  by it to the  Pension  Benefit  Guaranty  Corporation.
Promptly  after  the  filing  thereof  and  upon  the  request  of  the  Holders
Representative   therefore,   the   Company   shall   furnish  to  the   Holders
Representative  with regard to each Employee Benefit Plan, copies of each annual
report  required to be filed pursuant to Section 104 of ERISA in connection with
each such plan for each plan year.

     6.17  Compliance  with  Regulations G, U and X. Neither the Company nor any
Person  acting on its  behalf  will  take any  action  which  might  cause  this
Agreement,  the Senior  Subordinated  Note,  the Stock Purchase  Documents,  the
Senior Loan Documents or any Other  Agreements to violate,  and the Company will
take all actions  necessary to cause compliance with,  Regulations G, U and X of
the Board of Governors of the Federal Reserve System and the Securities Exchange
Act of 1934,  in each case as now in effect or as the same may  hereafter  be in
effect.

     6.18 Financial Covenants. The Company shall maintain and keep in full force
and effect each of the financial  covenants set forth below. The calculation and
determination  of  each  such  financial  covenant,  and  all  accounting  terms
contained  therein,  must be so calculated and construed in accordance with GAAP
and is subject to adjustment for consistency following the Company furnishing to
the Holders  Representative the balance sheets described in Section 66-1 of this
Agreement:

     (a)  Minimum EBITDA.  The Company shall not permit EBITDA of the Company as
          of any of the Fiscal  Quarter ends set forth below (in each case,  for
          the EBITDA Testing Period applicable to such Fiscal Quarter end) to be
          less than the amount  corresponding  to such Fiscal Quarter end as set
          forth below:
        Fiscal Quarter End              Minimum EBITDA
        12/31/01                        $  496,000
        03/31/02                        $1,319,000
        06/30/02                        $2,239,000
        09/30/02                        $2,942,000
        12/31/02                        $3,062,000
        03/31/03                        $3,180,000
        06/30/03                        $3,311,000
        09/30/03                        $3,411,000
        12/31/03                        $3,499,000
        03/31/04                        $3,624,000
        06/30/04                        $3,763,000
        09/30/04                        $3,869,000


<PAGE>


        Fiscal Quarter End              Minimum EBITDA
        12/31/04                        $3,963,000
        03/31/05                        $4,095,000
        06/30/05                        $4,243,000
        09/30/05                        $4,356,000
        12/31/05                        $4,455,000
        03/31/06                        $4,555,000
        06/30/06                        $4,555,000

     (b)  Minimum Fixed Charge Coverage Ratio. For each Cumulative  Twelve Month
          Fiscal Period  commencing  with the Fiscal Month ending July 31, 2001,
          the Company shall  maintian a Fixed Charge  Coverage Ratio of not less
          than 1.1 to 1.0.

     (c)  Funded Debt to EBITDA  Ratio.  The Company shall not permit the Funded
          Debt to EBITDA  Ratio of the  Company as of any of the Fiscal  Quarter
          ends set forth  below (in each  case,  for the EBITDA  Testing  Period
          applicable   to  such  Fiscal   Quarter   end)  to  exceed  the  ratio
          corresponding to such Fiscal Quarter end as set forth below:

        Fiscal Quarter End              Maximum Funded Debt to
                                        EBITDA Ratio
        12/31/01                        25.00 to 1
        03/31/02                         9.00 to 1
        06/30/02                         5.25 to 1
        09/30/02                         4.00 to 1
        12/31/02                         4.00 to 1
        03/31/03                         3.50 to 1
        06/30/03                         3.50 to 1
        09/30/03                         3.50 to 1
        12/31/03                         3.50 to 1
        03/31/04                         3.00 to 1
        06/30/04                         3.00 to 1
        09/30/04                         3.00 to 1
        12/31/04                         3.00 to 1
        03/31/05                         2.50 to 1
        06/30/05                         2.50 to 1
        09/30/05                         2.50 to 1
        12/31/05                         2.50 to 1
        03/31/06                         2.00 to 1
        06/30/06                         2.00 to 1

     (d)  Minimum  Capital Base.  The Company shall  maintain a minimum  Capital
          Base at a  level  not  less  than  $6,750,000.00  at all  times  until
          September 30, 2001, with the minimum  Capital Base required  hereunder
          increasing on September  30, 2001,  and on the last day of each Fiscal
          Quarter thereafter,  by seventy-five  .,percent (75%) of the Company's
          net income for the  Cumulative  Twelve Month Fiscal Period then ended,
          exclusive of losses.

     (e)  Maximum Capital Expenditures.  The Company shall not make or incur any
          Capital Expenditures in the aggregate during any fiscal year in excess
          of  Two  Hundred  Fifty  Thousand  Dollars   ($250,000)   without  the
          Purchaser's   prior  written  consent.

     6.19 Board Observation and Membership.

     (a)  The Company shall permit any representative  designated by the Holders
          to (i) visit and inspect any of the  properties  of the Company;  (ii)
          examine the corporate and financial records of Company and make copies
          thereof  or  extracts  therefrom;   and  (iii)  discuss  the  affairs,
          finances,  and accounts of the Company with the  directors,  officers,
          key employees,  and  independent  accountants of the Company.

     (b)  The  Company  shall  permit  Purchaser,  so long as any of the  Senior
          Subordinated  Note is  outstanding or so long as Purchaser is a holder
          of any Common  Stock,  or owns any  stock,  warrants  or other  equity
          interest in the Company  issued to it or received by it upon exercise,
          conversion or exchange thereof or as a dividend or other  distribution
          with respect thereto, to designate,  by written notice, two Persons to
          attend and observe all  meetings of the  Company's  board of directors
          and all committees or  sub-committees  thereof.  The Company shall (A)
          provide such  designees  notice of all such meetings not less than ten
          (10)  business  days in  advance,  except  that (i) if longer  advance
          notice is given to the  members  of the board of  directors,  the same
          advance  notice  will  be  given  to  such  designees,   and  (ii)  if
          exceptional  circumstances  arise  which make it prudent for a special
          meeting of the board of  directors  to be called on less than ten (10)
          business  days'  notice,  then such  meeting  may be called  with such
          notice as may be  reasonable  at the time and the same advance  notice
          given to the members of the board of  directors  will be given to such
          designees,  and (B) provide to such designees, a copy of all materials
          distributed at such meetings.  The Company shall hold such meetings in
          person  at least  quarterly.  The  designated  observer  may call such
          meetings on two occasions per calendar year on ten (10) business days'
          actual  notice to the Company.  The Purchaser may change its designees
          by written  notice to the Company.  The Company shall  reimburse  such
          observers  for  all  reasonable  expenses  incurred  relating  to such
          meetings.  Neither the  Purchaser's  observers nor any director who is
          also an  officer  of the  Company  will be paid any  compensation  for
          serving as an observer of the board or as a director,  as the case may
          be.
<PAGE>

     (c)  The Company  will (A) permit  Purchaser,  so long as any of the Senior
          Subordinated  Note is held by  Purchaser,  to  appoint  in lieu of one
          representative observer, one person as a member of the Company's board
          of  directors  ("Purchaser  Representative").  The  Company  will  (A)
          provide such  designees  notice of all such meetings not less than ten
          (10)  business  days in  advance,  except  that (i) if longer  advance
          notice is given to the  members  of the board of  directors,  the same
          advance  notice  will  be  given  to  such  designees,   and  (ii)  if
          exceptional  circumstances  arise  which make it prudent for a special
          meeting of the board of  directors  to be called on less than ten (10)
          business  days'  notice,  then such  meeting  may be called with -such
          notice as may be  reasonable  at the time and the same advance  notice
          given to the members of the board of  directors  will be given to such
          designees,  and (B) provide to such designees, a copy of all materials
          distributed at such meetings. The Company will reimburse the Purchaser
          Representatives of the Company's board of directors for all reasonable
          expenses  incurred  traveling to and from such  meetings.  The Company
          shall not pay any of the management directors additional  compensation
          for  attending  the  board  meetings.  The  Company  shall not pay the
          Purchaser's  Representative  or any director who is also an officer of
          the Company any compensation for serving as a director of the Company.


     6.20 Environmental Costs.

     (a)  The Company hereby indemnifies and holds each Holder harmless from and
          against  any  liability,  loss,  damage,  suit,  action or  proceeding
          pertaining  to  violation  by the Company of any  Environmental  Laws,
          including,  but not  limited  to,  claims  of any  federal,  state  or
          municipal government or quasi-governmental agency or any third person,
          whether  arising  under  any  federal,   state  or  municipal  law  or
          regulation,  or tort,  contract  or  common  law that  relates  to the
          Company.

     (b)  To the extent the laws of the United  States or any state in which the
          Company leases or owns property  provide that a lien upon the property
          of the Company may be obtained for the removal of Polluting Substances
          which have been  released,  no later than sixty (60) days after notice
          is given by  Purchaser to the Company,  the Company  shall  deliver to
          Purchaser a report  issued by a qualified,  third party  environmental
          consultant   selected  by  the  Company  and   approved  by  Purchaser
          certifying  as to the existence of any  Polluting  Substances  located
          upon or beneath the specified property, leased or owned. To the extent
          any such  Polluting  Substance is located  therein or thereunder  that
          either (i) subjects the property to Lien or (ii)  requires  removal to
          safeguard the health of any Person, the Company shall remove, or cause
          to be removed, such Lien and such Polluting Substance at the Company's
          expense.

7.   NEGATIVE COVENANTS

The Company  covenants  and agrees  that from the date  hereof  until the Senior
Subordinated  Obligations  have been  finally  and  irrevocably  paid in full in
accordance with the terms hereof and thereof:

     7.1  Indebtedness.  The Company  shall not create,  incur,  issue,  assume,
guarantee or otherwise become liable for any Indebtedness  except: (a) Permitted
Indebtedness;  (b)  any  extension,  renewal  or  refinancing  of any  Permitted
Indebtedness  (other than the Senior Debt) on such terms and  conditions as are,
on the whole,  no more onerous to the Company than the terms and  conditions  of
such  Permitted  Indebtedness  on  the  date  of  such  extension,   renewal  or
refinancing;  (c) ordinary course trade payables or customer  deposits;  and (d)
any  replacement  or  refinancing  of the  Senior  Debt;  provided  that (1) the
interest  rate or  default  rate is not  greater  than 2% above the rate then in
effect pursuant to the Senior Loan Agreement, (ii) the amortization of principal
on such  refinancing is not for a shorter period or for greater annual  amounts,
than the  amortization  provided  for in the Senior  Loan  Agreement,  (iii) the
maximum  principal  amount  outstanding  under the Senior Debt as so replaced or
refinanced  does not  exceed the  maximum  principal  amount of the Senior  Debt
permitted  pursuant to the Senior  Lender  Intercreditor  Agreement,  unless the
Company  on the  date  of such  replacement  or  refinancing  will  have  made a
prepayment on the Senior  Subordinated Note to the Holders in an amount equal to
such increased  amount,  together with any  applicable  Prepayment Fee and other
amounts required under Section 2.3, and (iv) the final maturity date of any term
loans are not extended.  Any Permitted  Indebtedness that is subordinated to the
Senior  Subordinated  Obligations will continue to be subordinated to the Senior
Subordinated  Obligations on terms and conditions reasonably satisfactory to the
Holders.

     7.2 Limitation on Liens. The Company shall not incur,  create,  assume,  or
permit to exist any Lien upon any of its property,  assets, or revenues,  except
Permitted Liens.

     7.3  Merger,  Acquisition,  Dissolution  and Sale of Assets.  Other than in
connection  with  transactions  contemplated  by the  Purchase  Agreement on the
Closing Date, the Company shall not become a party to a merger or consolidation,
purchase,  or otherwise  acquire all or a substantial  part of the assets of any
Person or any shares or other  evidence of  beneficial  ownership of any Person,
dissolve  or  liquidate.  The  Company  shall not form,  acquire,  or permit the
existence of any  Subsidiary.  The Company shall not,  without the prior written
consent of the Purchaser and the Holders, sell, sell-leaseback, lease as lessor,
license,  assign  or  transfer  (whether  in  one  transaction  or a  series  of
transactions)  any of its assets or  properties,  except:  (a)  inventory in the
6rdinary course of business; and (b) equipment that is obsolete,  worn out or no
longer useful or necessary in the Company's  business in the ordinary  course of
business,  so long as the Net  Proceeds of any such sales of  Equipment  will be
applied first to the Senior Debt and then to the Senior Subordinated Obligations
in accordance with the Senior Subordination Agreement.

     7.4 Negative  Pledge.  Until payment and  performance in full of all of the
Senior Subordinated  Obligations and termination of this Agreement,  the Company
shall not, without Purchaser's prior written consent,  pledge or suffer to exist
any Lien  (except for  Permitted  Liens) on any part of its assets.  Except with
respect  to  specific  property   encumbered  to  secure  payment  of  Permitted
Indebtedness as of the date hereof,  or with respect to any amendment,  renewal,
extension, substitution, refinancing, restructuring or replacement of the Senior
Debt in accordance with the terms of this Agreement, the Company shall not enter
into any agreement  prohibiting  the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired.
<PAGE>

     7.5  Restricted  Payments.  The Company shall not (i) make  prepayments  or
advances in respect of  Indebtedness  to others  (except to the Senior Lender in
accordance  with the Senior Loan  Documents  and to the  Purchaser in accordance
with this Agreement), except the Company.may endorse checks, drafts, and similar
instruments for deposit or collection in the ordinary course of business and, so
long as no Event of Default has  occurred  that has not been waived (and subject
to the  terms of any  applicable  subordination  agreement),  may pay  scheduled
principal and interest payments with respect to the Permitted Indebtedness, (ii)
loan any money to or guaranty or assume any obligation of any other Person other
than loans to  employees  in the  ordinary  course of  business,  the  aggregate
outstanding  principal  amount of all of which loans do not at any time  exceeds
One Hundred Thousand Dollars ($100,000) or (iii) declare or pay any dividends or
make any other  payments on the capital stock of,  redeem,  repurchase or retire
any of the capital stock of, or make any other distribution to, their respective
equity owners.

     7.6 Investments.  Except as otherwise permitted by Section 7.1, the Company
shall not (i) create any  Subsidiary  after the Closing Date,  (ii) make or hold
any  investment  in any common  stocks,  bonds or  securities of any kind or any
further capital contribution to any Person other than notes or securities issued
by a customer of the Company in  connection  with a proceeding in respect of the
Financial  Impairment of such customer,  (iii) be or become a party to any joint
venture or other partnership, (iv) make or keep outstanding any advance or loan,
or (v) be or become a guarantor of any kind.

     7.7  Transactions  with  Affiliates.  The Company  shall not enter into any
transaction with any director,  officer, employee,  shareholder, or Affiliate of
the Company,  or any Affiliate or relative of the foregoing except  transactions
set  forth  on  Schedule  7.7  or  where  the  terms  of  such  transaction  are
substantially similar to those negotiated in good faith by unrelated parties and
disclosed to the Holder prior to execution of the transactions.

     7.8 Nature of Business.  The Company shall not engage in any business other
than the  businesses  set forth on Schedule  4.25,  or any  business  reasonably
related thereto.

     7.9  Modification of Senior Loan Agreement.  Except to the extent permitted
in the Senior Lender Intercreditor  Agreement, the Company shall not without the
prior  written  consent of the  Holders  agree or  consent to any  modification,
amendment  or  waiver  of any of the  terms or  provisions  of the  Senior  Loan
Documents;  provided,  however,  that  nothing  contained  in this  Section  7.9
prohibits or limits the  Company's  right to refinance  the Senior Debt upon the
terms set forth in  Section  7.1  provided  that the terms of such  refinancing,
taken as a whole,  are not materially more onerous to the Holders than the terms
of the Senior Loan Agreement as in effect on the Closing Date.

     7.10   Remuneration.   The  Company  shall  not  (i)  pay  any  management,
consulting, or similar fees to any shareholder or Affiliate of the Company or to
any director, officer, employee or immediate family member of any such Affiliate
or  shareholder,  or (ii) pay  compensation  to Gary H.  Stanley  in  excess  of
$250,000  annual base salary and bonus plus  benefits  substantially  similar to
those offered by United Expressline.

     7.11 R&D Expenditures.  The Company will not make or incur any expenditures
for research and  development in the aggregate  during any Fiscal Year in excess
of Two Hundred Thousand Dollars ($200,000).

     7.12 Fiscal Year. The Company will not change its Fiscal Year or accounting
methods without the Holders' prior written consent.
<PAGE>

8.   EVENTS OF DEFAULT AND REMEDIES THEREFOR

     8.1 Events of Default.  The  occurrence of any one or more of the following
events constitutes an "Event of Default:

     (a)  Payment.  Failure by the  Company  to make  payment  of  principal  or
          interest  on the Senior  Subordinated  Note when due or failure by the
          Company to pay any other Senior Subordinated Obligations when required
          to be paid hereunder to the extent such failure is not remedied within
          three (3) Business Days after such required date of payment  hereunder
          or thereunder; or

     (b)  Representations and Warranties. Any warranty or representation made or
          deemed made by the Company in respect of the Company or any  guarantor
          or  obligor in this  Agreement,  in any of the Other  Agreements,  any
          certificate,   document  or  financial  or  other  written   statement
          furnished at any time in compliance  with this Agreement are proved to
          have been false or  inaccurate  in any  material  respect when made or
          deemed made; or

     (c)  Violation  of  Covenants.  Failure by the  Company  (in respect of the
          Company,  any  guarantor or obligor) to perform,  keep, or observe any
          term,  provision,  condition or covenant  contained in this  Agreement
          which is required to be  performed,  kept,  or observed by the Company
          (in respect of the Company, any Subsidiary of the Company, or any such
          guarantor)   (other  than  those   provisions,   terms  or  conditions
          referenced in Sections 8.1 (a) and 8.1 (b) of this Agreement); or

     (d)  Senior Loan  Documents;  Purchase  Documents,  Other  Agreements.  (a)
          Failure by the Company or any  guarantor or obligor to perform,  keep,
          or observe any other term, provision,  condition or covenant contained
          in the Senior Loan  Documents,  the  Purchase  Documents  or the Other
          Agreements that is required to be performed,  kept, or observed by any
          of them,  or (b) the  occurrence  of an Event of Default under (and as
          defined in) this Agreement or any off the Other Agreements; or

     (e)  Cross-Default.  (a)  Default by the  Company  in  respect  of: (i) any
          Indebtedness of the Company in excess of One Hundred  Thousand Dollars
          ($100,000), in the aggregate, (ii) the Senior Loan Agreement or any of
          the  Senior  Loan  Documents,  or (iii) any of the  Other  Agreements;
          where,  in the case of any of clauses  (i)-(iii)  above,  such default
          could permit the holder of such other  Indebtedness to accelerate such
          Indebtedness or any portion thereof to the extent such default has not
          been waived,  or (b) default by the Company in respect of any Material
          Agreement  where such  default  (i) would  permit  the other  party or
          parties  to such  agreement  to  terminate  such  agreement,  (ii) has
          resulted  or could  reasonably  be  expected  to result in a  Material
          Adverse Effect; or
<PAGE>

     (f)  False or Misleading Reports. The making or delivering to the Purchaser
          by the Company, or any of its officers,  employees,  or agents, of any
          written statement,  report,  financial statement, or certificate which
          is not true and correct in any material respect when made; or

     (g)  Material  Adverse  Effect.  The  occurrence  of any  Material  Adverse
          Effect; or

     (h)  Termination of Existence.  The dissolution or termination of existence
          of  the  Company  or  any   guarantor   of  the  Senior   Subordinated
          Obligations; or

     (i)  Control. The occurrence of any Change of Control;

     (j)  Failure  of  Enforceability   of  this  Agreement,   Credit  Document;
          Security.  If.  (a) any  covenant,  material  agreement  or any Senior
          Subordinated  Obligation  of the  Company of the Company or any of the
          Other  Documents  ceases to be  enforceable,  or is  determined  to be
          unenforceable, in accordance with its terms, or (b) the Company denies
          or disaffirms its obligations under this Agreement or any of the Other
          Documents or any of the Liens granted in connection therewith,  or (c)
          any Liens in favor of the Purchaser  granted in this  Agreement or any
          of the Other Documents are determined to be void, voidable or invalid,
          or are  subordinated or not otherwise given the priority  contemplated
          by this Agreement,  or (d) any perfected Liens granted in favor of the
          Purchaser are determined to be unperfected except in the normal course
          of the business of the Company as expressly contemplated and permitted
          by this Agreement and the Other Documents,  or (e) Danzer revokes,  or
          permits a payment  default to occur  under,  the Capital  Contribution
          Agreement; or

     (k)  ERISA.  If: (a) the  Company,  or any of its ERISA  Affiliates  or any
          other Person  institutes  any steps to  terminate an Employee  Benefit
          Plan of the Company, or such ERJSA Affiliates,  which Employee Benefit
          Plan is  subject  to  Title  IV of  ERISA  and,  as a  result  of such
          termination,  the Company or ERISA Affiliate is or could reasonably be
          expected  to be  required  to make a  contribution  to  such  Employee
          Benefit Plan the payment of which,  when taken  together with all like
          termination payments suffered by the Company or such ERISA Affiliates,
          either has  resulted  or could  reasonably  be expected to result in a
          Material  Adverse  Effect,  or (b) the Company or such ERISA Affiliate
          fails  to make a  contribution  to any  Employee  Benefit  Plan  which
          failure  would be  sufficient  to give  rise to a Lien  under  Section
          302(f) of ERISA; or

     (l)  Judgments.  Any money  judgment,  writ or  warrant  of  attachment  or
          similar  process  involving  (a) an amount in any  individual  case in
          excess of One Hundred Thousand Dollars  ($100,000) or (b) an amount in
          the  aggregate at any time in excess of One Hundred  Thousand  Dollars
          ($100,000),  (to the extent not insured by an insurance  carrier which
          has  acknowledged  coverage  in the  amount of the claim  without  any
          reservation  of  rights  of  which  has  been  ordered  by a court  of
          competent  jurisdiction to pay such claim) is entered or filed against
          the  Company  or  against  any of  its  assets  and  is not  released,
          discharged,  vacated,  fully bonded or stayed  within thirty (30) days
          after  such  judgment,  writ  or  warrant  of  attachment  or  similar
          proceeding is entered; or
<PAGE>

     (m)  Forfeiture  Proceedings.  An adjudication  against the Borrower in any
          criminal  proceedings  requiring the Company's forfeiture of any asset
          or assets having, either individually or in the aggregate,  a value in
          excess of One Hundred Thousand Dollars ($100,000); or


     (n)  Financial Impairment. The Financial Impairment of Danzer, the Company,
          or any guarantor of the Senior Subordinated Obligations.

     8.2 Remedies.

     (a)  Defaults.  Upon the  occurrence of an Event of Default,  the Purchaser
          has the right to declare  all of the Senior  Subordinated  Obligations
          due or to become due from the Company to the Purchaser,  whether under
          this Agreement, the Other Agreements,  the Senior Subordinated Note or
          otherwise,  at  the  option  of the  Purchaser,  immediately  due  and
          payable, anything in the Senior Subordinated Note or other evidence of
          the Senior Subordinated  Obligations or in any of the Other Agreements
          to the contrary notwithstanding.

     (b)  General Rights and Remedies of Purchaser.. The Purchaser has all other
          legal and equitable rights to which the Purchaser may be entitled, all
          of which  rights and remedies  are  cumulative,  and none of which are
          exclusive,  to the extent  permitted  by law, in addition to any other
          rights or remedies  contained in this Agreement or in any of the Other
          Agreements.

     (c)  Termination;  Effect on Borrower  Obligations.  Any termination by the
          Purchaser  pursuant to this  Section 8.2 of its  performance  does not
          absolve,  release, or otherwise affect the liability of the Company in
          respect of transactions prior to such termination or affect any of the
          Liens,  rights,  powers,  and remedies of the  Purchaser.  Such Liens,
          rights, powers, and remedies continue, in all events, until all Senior
          Subordinated   Obligations   of  the  Company  to  the  Purchaser  are
          satisfied.

     (d)  Remedies Cumulative.  The above-stated remedies are not intended to be
          exhaustive  and the full or partial  exercise of any of such  remedies
          does not preclude the full or partial  exercise of any other remedy by
          the Purchaser under this Agreement, under any of the Other Agreements,
          or at equity or under law.

     9. SUBORDINATION

Notwithstanding   any  provision  in  this   Agreement  to  the  contrary,   the
Indebtedness  evidenced by the Senior  Subordinated Note is subordinate in right
of payment to all  regularly  scheduled  payments of principal and interest with
respect to Senior Debt, and the rights and remedies  hereunder of the Purchaser,
each Holder and the Holders  Representative  are  subordinate  to the rights and
remedies of the Senior Lender, in accordance with the terms of the Senior Lender
Intercreditor  Agreement.  Nothing  contained in this Article IX or elsewhere in
this  Agreement,   in  the  Senior   Subordinated  Note  or  the  Senior  Lender
Intercreditor  Agreement  is  intended to or  actually  impairs,  as between the
Company,  on  the  one  hand,  and  Purchaser,   each  Holder  and  the  Holders
Representative,  on the other hand, the  obligations  of the Company,  which are
absolute and  unconditional,  to pay to each Holder the principal of, Prepayment
Fee (if  any),  Mandatory  Prepayments  (if any),  and  interest  on the  Senior
Subordinated  Note  held  by  such  Holder  and all  other  Senior  Subordinated
Obligations  owing to such Holder as and when the same become due and payable in
accordance with their terms, or is intended to or actually  affects the relative
rights of  Purchaser,  each  Holder  and the  Holders  Representative  and other
creditors  of the Company  other than the holders of the Senior  Debt,  nor does
anything  herein or therein  prevent  Purchaser,  each  Holder  and the  Holders
Representative  from exercising all remedies  otherwise  permitted by applicable
law upon an Event of Default under this Agreement.
<PAGE>

10.  FORM OF SUBORDINATED NOTES, REGISTRATION, TRANSFER AND REPLACEMENT

     10.1  Form of  Senior  Subordinated  Note.  The  Senior  Subordinated  Note
initially  delivered under this Agreement will be a fully registered note in the
form attached hereto as Exhibit A. The Senior Subordinated Note is issuable only
in fully  registered form in principal  denominations of at least $1,000,000 (or
the then remaining outstanding balance thereof, if less than $1,000,000).

     10.2 Subordinated Note Register.  The Company shall cause to be kept at the
principal  office a register  for the  registration  and  transfer of the Senior
Subordinated  Note.  The Company  shall  record the names and  addresses of each
Holder of the Senior  Subordinated Note, each date of transfer,  together with a
reasonably  detailed  description  thereof,  and the  name and  address  of each
transferee of the Senior Subordinated Note in such register.

     10.3  Issuance of New Senior  Subordinated  Note upon Exchange or Transfer.
Upon  surrender  for  exchange  or   registration  of  transfer  of  any  Senior
Subordinated Note to the Company at its address set forth in Section 12.3 (which
Senior Subordinated Note will have been conspicuously marked "REPLACED") and, if
such  surrender is made in connection  with any transfer,  the submission to the
Company of evidence  satisfactory  to it that the  requirements  of Section 12.5
have been  satisfied,  the Company shall execute and deliver,  at the expense of
the submitting  Holder or any  Transferee,  one or more new Senior  Subordinated
Note having any  denomination  permitted  by Sections  10.1 and 12.5.  The newly
issued Senior  Subordinated  Note must be: (a) in an aggregate  principal amount
equal to the aggregate  principal amount of the surrendered Senior  Subordinated
Note,  (b)  registered  in the  name  of the  surrendering  Holder  or,  if such
surrender is made in connection with any transfer, in the name of the applicable
Transferee and (c) in the case of an exchange, dated the date of the surrendered
Senior  Subordinated Note or, in the case of a transfer,  dated the date of such
transfer.  Every  Senior  Subordinated  Note  surrendered  for  registration  of
transfer must be duly endorsed,  or be  accompanied  by a written  instrument of
transfer duly  executed,  by the Holder of such Senior  Subordinated  Note or by
his/her attorney duly authorized in writing.

     10.4  Replacement  of Senior  Subordinated  Note.  Upon receipt of evidence
satisfactory to the Company of the loss, theft, mutilation or destruction of any
Senior  Subordinated  Note  and,  in  the  case  of  any  such  loss,  theft  or
destruction,  upon delivery of a bond of indemnity in such form and amount as is
reasonably  satisfactory to the Company or, in the event of such mutilation upon
surrender and cancellation of the Senior Subordinated Note, the Company, without
charge to the Holder  thereof,  will make and deliver a new Senior  Subordinated
Note of like tenor and the same series in lieu of such lost, . stolen, destroyed
or mutilated  Senior  Subordinated  Note. If any such lost,  stolen or destroyed
Senior  Subordinated  Note is owned by HCIC or any other  Holder whose credit is
satisfactory to the Company, then the affidavit of an authorized officer of such
owner setting forth the fact of. loss, theft or destruction and of its ownership
of the Senior  Subordinated  Note at the time of such loss, theft or destruction
is  accepted as  satisfactory  evidence  thereof,  and no further  indemnity  is
required  as  a  condition  to  the  execution  and  delivery  of a  new  Senior
Subordinated  Note,  other  than a  written  agreement  of such  owner  (in form
reasonably satisfactory to the Company) to indemnify the Company.
<PAGE>

11.  INTERPRETATION OF AGREEMENT

     11.1 Certain  Terms  Defined.  When used in this  Agreement,  the terms set
forth below are defined as follows:

"Affiliate" means any Person directly or indirectly controlling,  controlled by,
or under common  control  with,  the Person in  question.  A Person is deemed to
control a corporation  if such Person  possesses,  directly or  indirectly,  the
power to direct or cause the  direction of the  management  and policies of such
corporation, whether through the ownership of voting securities, by contract, or
otherwise.

"Affiliate Transaction" is defined in Section 4.15.

"Agreement"  means this Note  Purchase  Agreement,  including  all schedules and
exhibits hereto,  as the same may be modified,  supplemented,  extended,  and/or
amended from time to time.

"Assignments of Leases" means each of the Michigan  Assignment of Leases and the
Encroachment Parcel Assignment of Leases.  "Bank" means First Indiana Bank, with
its principal office in Indianapolis,  Indiana "Business Day" means a day of the
year on which banks are not required or authorized to close in Columbus, Ohio.

"Capital Base" means the shareholders'  equity of the Company plus the principal
amount of the Company's  indebtedness  to HCIC, its  indebtedness  to Seller and
Danzer to the extent  subordinated  to HCIC, and any other  indebtedness  of the
Company that is subordinated to the Company's  indebtedness to the Senior Lender
and HCIC on terms acceptable to such parties.

"Capital  Contribution   Agreement"  means  that  certain  Capital  Contribution
Agreement  in the form  attached  hereto as Exhibit E, by and among the Company,
the  Purchaser,  the Senior Lender and Danzer,  dated as of the Closing Date and
providing,  upon the  terms and  conditions  set  forth  therein,  for an equity
contribution  by Danzer to the Company in an amount of up to $1,000,000,  as the
same may from  time to time be  amended,  restated,  supplemented  or  otherwise
modified.
<PAGE>

"Capital Expenditures" means any and all amounts invested, expended or incurred
(including Indebtedness under Capital Leases) by a Person in respect of the
purchase, acquisition, improvement, renovation or expansion of any land and
depreciable or amortizable property of such Person (including, without
limitation, expenditures required to be capitalized in accordance with GAAP),
each as determined on a consolidated basis in accordance with GAAP.

"Capital Leases" means, in respect of any Person, any lease of property imposing
obligations on such Person,  as lessee of such  property,  which are required in
accordance with GAAP to be capitalized on a balance sheet of such Person.

"Change of Control"  means  either (i) the ceasing of Danzer to have  beneficial
ownership or control of one hundred  percent (100%) (on a  fully-diluted  basis,
disregarding  any director  qualifying  share  ownership) of the combined voting
power or  economic  benefit  of the then  outstanding  equity  interests  of the
Company  entitled to vote  generally  in the  election of  directors or (ii) the
ceasing of  individuals  who  constitute the board of directors of Danzer on the
Closing Date (the  "Incumbent  Board") to  constitute  for any reason at least a
majority of the board of  directors  of Danzer at any time;  provided,  however,
that any Person becoming a member of the board of directors of Danzer subsequent
to the date hereof whose election (or nomination for election) was approved by a
vote of at least 60% of the directors  comprising  the  Incumbent  Board will be
considered  for  purposes  hereof  as  though  such  Person  was a member of the
Incumbent  Board  (and the  former  member of the  Incumbent  Board who has been
replaced  thereby shall  thereupon no longer be considered to be a member of the
Incumbent Board).

"Closing  Date"  means  July 27,  2001,  or such  later date on which all of the
conditions  stated in Article V of this  Agreement  have been met to Purchaser's
satisfaction  and the purchase price for the Senior  Subordinated  Note has been
paid.  "Code" means the Internal  Revenue Code of 1986, as amended and in effect
from time to time, and the regulations promulgated  thereunder.  "Company" means
United  Acquisition,  Inc.,  an Indiana  corporation  and,  unless  the  context
requires otherwise,  includes its Subsidiaries, if any. "Controlled Group" means
any group of organizations within the meaning of Section 414(b), (c), (m) or (o)
of the Code of which the Company is a member.

"Cumulative  Twelve Month Fiscal  Period"  means a period  consisting  of twelve
consecutive  Fiscal  Months,  whether  or not in the  same  Fiscal  year  of the
Company.  "Danzer  Debt" means the  Indebtedness  owing by the Company to Danzer
pursuant to a certain  Subordinated  Promissory  Noted,  dated as of the Closing
Date, in the original principal amount of $500,000.

"Danzer Stock" means the Series C Convertible Preferred Stock, par value $0.001
per share, of Danzer to be issued to Purchaser.
<PAGE>

"Danzer  Subordination  Agreement" means that certain  Subordination  Agreement,
dated as of the Closing Date,  executed by Danzer,  the Senior  Lender,  and the
Purchaser,  in the form  attached  hereto as  Exhibit G,  pursuant  to which the
relative  priorities  of the Senior  Lender and  Purchaser  with  respect to the
repayment  of Senior Debt and the Senior  Subordinated  Obligations,  on the one
hand,  and the Danzer Debt, on the other,  are  established,  as the same may be
amended, supplemented or otherwise modified from time to time.

"EBITDA" means, for any period, earnings before interest,  taxes,  depreciation,
and  amortization,  all  determined in  accordance  with GAAP.  "EBITDA  Testing
Period"  means (a) with respect to the Fiscal  Quarter end occurring on December
31, 2001, the Fiscal Quarter ending on such date, (b) with respect to the Fiscal
Quarter end  occurring on March 31, 2002,  the period  commencing  on October 1,
2001 and  continuing  through  March 31,  2002,  (c) with  respect to the Fiscal
Quarter end  occurring on June 30, 2002,  the period  commencing on October 2001
and  continuing  through  June 30,  2002,  and (d) with  respect to each  Fiscal
Quarter end occurring  after June 30, 2002, the  Cumulative  Twelve Month Fiscal
Period ending on such Fiscal Quarter end.

"Excess Cash Flow" means the remainder of. (A) EBITDA, minus (B) the sum of: (1)
interest  expense,  (2) capital  expenditures  not made with borrowed funds, (3)
cash taxes and/or member  distributions  permitted  hereunder for the payment of
taxes,  plus (4) scheduled  principal  payments on term  indebtedness  including
principal payments on Seller Debt permitted under the Subordination  Agreements,
plus or minus (C) changes in working capital.

"Employee  Benefit Plan" means any employee  benefit plan, as defined in Section
3(3) of ERISA,  which is maintained by any member of an ERISA Controlled  Group.
"Encroachment  Parcel  Assignment  of Leases"  means an  Assignment of Rents and
Leases in the form  attached  hereto as Exhibit D-2 on the Property  that is the
subject of the Leasehold Mortgage, as the same may from time to time be amended,
restated, supplemented or otherwise modified.

"Environmental Laws" means all federal, state, or local laws, ordinances, rules,
regulations,  and orders of courts or  governmental  administrative  agencies or
authorities  relating to pollution or protection of the environment  (including,
without limitation,  ambient air, surface water, ground water, land surface, and
subsurface strata),  and other laws relating to (a) Polluting  Substances or (b)
the manufacture,  processing,  distribution,  use, treatment, handling, storage,
disposal, or transportation of Polluting Substances.  "ERISA" means the Employee
Retirement  Income  Security Act of 1974,  as amended and in effect from time to
time, and the regulations promulgated thereunder.

"ERISA  Controlled  Group"  means an  entity  that is a member  of a group  that
includes  the Company and which is treated as a single  employer  under  Section
414(b)  or (c) of the Code.  In  addition,  for any  purpose  of this  Agreement
relating  to Code  Section  412,  the term  ERISA  Affiliate  means  any  entity
aggregated with the Company under Code Sections 414(b), (c), (m), or (o). "Event
of Default" is defined in Section 8.1.
<PAGE>

"Excess Interest" is defined in Section 2.8.

"Financial Impairment" means, in respect of a Person, the distressed economic
condition of such Person manifested by any one or more of the following events:

     (a)  the discontinuation of the business of the Person;

     (b)  the  adjudication  of the  Person  as a debtor  or having an order for
          relief under Title 11 of the United  States Code  entered  against the
          Person;

     (c)  the Person ceases or in unable or admits in writing its inability,  to
          make  timely  payment  upon  the  Person's  debts,   obligations,   or
          liabilities as they mature or come due;

     (d)  assignment by the Person for the benefit of creditors;

     (e)  voluntary  institution by the Person or consent  granted by the Person
          to  the  involuntary  institution  (whether  by  petition,  compliant,
          application, default, answer (including, without limitation, an answer
          or any other permissible or required  responsive  pleading  admitting:
          (i) the jurisdiction of the forum or (ii) any material  allegations of
          the petition,  complaint,  application, or other writing to which such
          answer serves as a responsive pleading thereto),  or otherwise) of any
          bankruptcy,  insolvency,   reorganization,   arrangement,  or  similar
          proceeding pursuant to or purporting to be pursuant to any bankruptcy,
          insolvency,   reorganization,   arrangement,   readjustment  of  debt,
          dissolution, liquidation, receivership, trusteeship, or similar law of
          any jurisdiction;

     (f)  voluntary  application  by the Person  for or  consent  granted by the
          Person to be  involuntary  appointment  of any receiver,  trustee,  or
          similar  officer  (i)  for  the  Person  or  (ii) of or for all or any
          substantial part of the Person's property; or

     (g)  the  commencement  or filing  against a Person,  without such Person's
          application,  approval or consent, of an involuntary  proceeding or an
          involuntary petition seeking: (a) liquidation, reorganization or other
          relief in respect of such  Person,  its debts or all or a  substantial
          part of its assets  under any  Federal,  state or foreign  bankruptcy,
          insolvency, receivership, or similar law now or hereafter in effect or
          (b) the appointment of a receiver, trustee,  custodian,  sequestrator,
          conservator  or similar  official for such Person or for a substantial
          part of its assets,  and, in any such case, either (i) such proceeding
          or petition continues undismissed for sixty (60) days or (ii) an order
          or decree approving or ordering any of the foregoing is entered.


<PAGE>


"Fiscal Month" means any of the twelve  consecutive  monthly  fiscal  accounting
periods collectively forming a Fiscal Year of the Company.

"Fiscal Quarter" means any of the four consecutive three-month fiscal accounting
periods collectively forming a Fiscal Year of the Company.

"Fiscal Year" means the Company's  regular annual  accounting period for federal
income tax purposes ending December 31.

"Fixed Charge Coverage Ratio" means the ratio of. (A) the Company's  EBITDA plus
capital  contributions made to the Senior Lender under the Capital  Contribution
Agreement,  over (B) the sum of the principal  paid plus  interest  expense plus
Capital Expenditures not paid from borrowed funds.

"Funded  Debt"  means,  with respect to the Company at any time,  the  aggregate
principal  amount of all  Indebtedness  then  outstanding  that has an  original
maturity  date or remains  unpaid more than  twelve  (12) months  after the date
originally  incurred.  "Funded Debt to EBITDA  Ratio"  means,  as of any date of
determination,  the ratio of the  Company's  Funded  Debt as of such date to the
Company's EBITDA for the EBITDA Testing Period applicable to such date.

"GAAP" means generally accepted accounting  principles set forth in the opinions
and pronouncements of the Accounting Principles Board, the American Institute of
Certified Public Accountants and the Financial  Accounting Standards Board or in
such  other  statements  by  such  other  entity  as  may be in  general  use by
significant segments of the accounting profession and which have been applied in
the preparation of the financial  statements  referred to in Section 4.2 of this
Agreement and otherwise consistently applied.

"Holders" means the Person or Persons who, at the time of determination,  is the
lawful owner of all or a portion of the Senior  Subordinated  Note,  except that
neither the Company nor any  Affiliate  of the Company  (other than HCIC and its
affiliates)  will at any time be a Holder.  Unless  otherwise  provided  in this
Agreement,  in each  instance  that the  consent or request of the Holders to an
action is required, the Holders will be deemed to have consented to or requested
such  action,  as the case may be, if the  majority of the Holders so consent or
request, as the case may be.

"Holders  Representative"  means at any date of determination (i) Purchaser,  at
all times during which Purchaser is a Holder of Senior  Subordinated Note having
an aggregate  principal amount equal to greater than 50% of the then outstanding
principal  amount of all Senior  Subordinated  Note and (ii) at all other times,
the Person  appointed  in writing by the majority of the Holders to act as their
representative  from time to time for  purposes  herein;  provided  that (A) the
Holders  Representative  is (x) a Holder and (y)  reasonably  acceptable  to the
Company;  and (B) the Company is given 5 Business  Days' prior written notice of
the appointment of any Holders Representative.

"Impositions" is defined in Section 6.7.



<PAGE>


"Indebtedness"  means,  with  respect to any Person,  without  duplication,  (a)
indebtedness  for borrowed money,  (b)  obligations of such Person  evidenced by
bonds, indentures,  notes or other similar instruments,  (c) obligations of such
Person for the deferred purchase price of property or services,  (d) obligations
of such Person as lessee under Capitalized  Leases,  (e) all obligations of such
Person  as an  account  party in  respect  of  letters  of  credit  or  banker's
acceptances,  (f)  liabilities  of such  Person in  respect of  unfunded  vested
benefits  under plans covered by Title IV of ERISA,  (g)  obligations of a third
party  secured  by any Lien on the  properties  or  assets of such  Person,  (h)
obligations  of such  Person in respect of  currency  or  interest  rate swap or
interest rate cap or comparable  transactions,  (i)  obligations  secured by any
Lien on the  properties or assets of such Person and (j)  obligations  under any
direct or indirect guaranty in respect of indebtedness or obligations of a third
party  of  the  kinds   referred   to  in  clauses   (a)   through   (i)  above.

"Indemnification   Obligations"  means  Senior   Subordinated   Obligations  for
indemnification or contribution hereunder or under the Other Agreements.

"Indiana Mortgage" means the Mortgage,  Security Agreement,  Assignment of Rents
and Fixture  Filing,  executed by the Company in favor of the  Purchaser  in the
form  attached  hereto as Exhibit  C-1 on the  Property  owned by the Company in
Elkhart  County,  Indiana,  and commonly  known as 19985 County Road 8, Bristol,
Indiana, as the same may from time to time be amended, restated, supplemented or
otherwise modified.

"Intellectual  Property" means all patents,  patent rights, patent applications,
licenses, inventions, trade secrets, know-how, proprietary techniques (including
processes  and  substances),   trademarks,   service  marks,  trade  names,  and
copyrights.  "Intercreditor  Agreements"  means  each of (a) the  Senior  Lender
Intercreditor  Agreement,  (b) the Seller Subordination  Agreement,  and (c) the
Danzer Subordination Agreement.

"Leasehold  Mortgage"  means the Leasehold  Mortgage  executed by the Company in
favor of the  Purchaser  in the  form  attached  hereto  as  Exhibit  C-3 on the
leasehold  interest of the Company  created by that  certain  Real Estate  Lease
entered into by and among the Company,  Joseph A. Hamlin,  Trustee of the Joseph
A. Hamlin Trust dated September 11, 1992,  Christopher C. Hamlin,  and Dennis F.
Jones, dated as of the Closing Date, with respect to certain real estate located
in White Pigeon, St. Joseph County,  Michigan, as the same may from time to time
be amended, restated, supplemented or otherwise modified.

"Lien"  means  any  lien,  mortgage,   security  interest,   tax  lien,  pledge,
encumbrance,  lease, financing statement, or conditional sale or title retention
agreement, or any other interest in property designed to secure the repayment of
Indebtedness or any other obligation, whether arising by agreement, operation of
law, or otherwise.

"Material Adverse Effect" means (a) a material adverse effect upon the business,
operations,  properties,  assets or condition  (financial  or  otherwise) of the
Company  or (b) the  impairment  of the  ability  of any  party to  perform  its
obligations under this Agreement or any of the Other Agreements to which it is a
party or of  Purchaser  to  enforce or  collect  any of the Senior  Subordinated
Obligations.  In  determining  whether any  individual  event would  result in a
Material Adverse Effect, notwithstanding that such event does not of itself have
such  effect,  a  Material  Adverse  Effect is deemed  to have  occurred  if the
cumulative  effect of such event and all other then existing events would result
in a Material Adverse Effect.
<PAGE>

"Maximum Rate" is defined in Section 2.8.

"Michigan  Assignment  of Leases" means an Assignment of Rents and Leases in the
form  attached  hereto as Exhibit D-1 on the Property that is the subject of the
Michigan  Mortgage,  as the  same may from  time to time be  amended,  restated,
supplemented or otherwise modified.

"Michigan  Mortgage" means the Mortgage  executed by the Company in favor of the
Purchaser in the form  attached  hereto as Exhibit C-2 on the Property  owned by
the Company in St. Joseph  County,  Michigan,  owned by the Company and commonly
known as 68939 M 103, White Pigeon, Michigan 49099, as the same may from time to
time be amended, restated, supplemented or otherwise modified. "Mortgages" means
each of the Indiana Mortgage, the Michigan Mortgage and the Leasehold Mortgage.

"Obsidian"   means  Obsidian   Capital   Partners,   L.P.,  a  Delaware  limited
partnership.

"Obsidian  Documents"  means (a) the Share  Exchange  Agreement  by and  between
Obsidian and Danzer dated as of July , 2001,  together with all other documents,
certificates, instruments and agreements contemplated thereby or executed and/or
delivered  in  connection  therewith,  all as the same may from  time to time be
amended, restated,  supplemented or otherwise modified, and all other documents,
certificates, instruments and agreements contemplated thereby or executed and/or
delivered  in  connection  therewith,  all as the same may from  time to time be
amended, restated, supplemented or otherwise modified.

"Other  Agreements"  means the  Senior  Subordinated  Note,  the Stock  Purchase
Documents,  the Security Documents,  the Intercreditor  Agreements and all other
agreements,  instruments and documents  (including,  without limitation,  notes,
guarantees,  powers of  attorney,  consents,  assignments,  contracts,  notices,
subordination  agreements  and all  other  written  matter),  and all  renewals,
modifications  and  extensions  thereof,  whether  heretofore,  now or hereafter
executed by or for the benefit or on behalf of the Company and  delivered to and
for the benefit of Purchaser or any Person  participating  with Purchaser in the
Senior  Subordinated  Note  with  respect  to  this  Agreement  or  any  of  the
transactions contemplated by this Agreement.
<PAGE>

"PBGC" means the Pension Benefit Guaranty  Corporation or any other governmental
authority  succeeding to any of its  functions.  "Pension  Plan" means a defined
benefit plan,  as defined in Code Section  4.140) or ERISA Section 3(35) that is
or will be established or maintained by any member of an ERISA Controlled Group.

"Permitted  Indebtedness"  means  (a) any  Indebtedness  in favor of the  Senior
Lender under the Senior Loan  Agreement and created  pursuant  thereto,  (b) any
Indebtedness  in favor of  Purchaser  under  this  Agreement  and/or  the  Other
Agreements and created  pursuant  thereto,  (c) presently  existing or hereafter
arising  purchase  money  Indebtedness  incurred  by the  Company to finance the
acquisition of capital assets by the Company,  subject to the limitations placed
on capital expenditures in Section 7.10, (d) subject to the Seller Subordination
Agreement,  the Seller Debt, (e) subject to the Danzer Subordination  Agreement,
the Danzer Debt, and (0 the other Indebtedness set forth on Schedule 11.1(aA.

"Permitted Liens" means (a) Liens in favor of the Senior Lender under the Senior
Loan  Agreement in effect on the date hereof or created  pursuant  thereto,  (b)
Liens in favor of Purchaser  under this Agreement  and/or the Other  Agreements;
(c)  Liens  securing  purchase  money  Indebtedness   incurred  to  finance  the
acquisition of capital assets by the Company (including any Lien in respect of a
Capitalized Lease of personal  property),  subject to the limitations  placed on
Capital  Expenditures in Section  6.18(e)  hereof,  but only so long as, and (i)
such Lien  attaches  only to the asset so  financed,  and (ii) the  Indebtedness
secured  by such Lien does not  exceed  100% of the  purchase  price,  including
installation  and  freight,  of the asset so  financed;  (d)  Liens  for  taxes,
assessments or government  charges not yet due and payable;  (e)  materialmen's,
mechanic's,  carrier's,  landlord's  or other like  Liens  arising  against  the
Company in the ordinary  course of business for amounts that are not yet due and
payable or which are being  diligently  contested in good faith,  so long as the
Purchaser has been notified  thereof and adequate  reserves are  maintained  for
their  payment;  (f)  pledges or deposits to secure only the payment of worker's
compensation,  unemployment  insurance or other social security  benefits (other
than liens arising under ERISA) in the ordinary  course of business;  (g) zoning
or deed  restrictions,  public  utility  easements,  rights of way,  minor title
irregularities and similar matters relating to real property of the Company,  in
all such cases having no Material  Adverse Effect;  (h) Liens (i) which arise in
connection  with  judgments  or  attachments  the  occurrence  of which does not
constitute an Event of Default,  (ii) the execution or other  enforcement of any
such  Liens is  effectively  stayed  and the claims  secured  thereby  are being
actively contested in good faith and by appropriate  proceedings and (iii) which
are junior in  priority  to the Liens of the  Purchaser;  (i)  deposits  or cash
pledges securing  performance of contracts,  bids,  tenders,  leases (other than
Capital  Leases)  statutory  obligations,  surety and appeal  bonds  (other than
contracts for the payment of  Indebtedness  for borrowed  money)  arising in the
ordinary  course  of  business;  0) liens  created  or  assumed  in  purchasing,
constructing  or improving  any real  property or to which any real  property is
subject  when  purchased,   subject  to  the   limitations   placed  on  Capital
Expenditures  in  Section  6.18(e)  hereof,  provided,  however,  that:  (i) the
mortgage,  security  interest  or other  lien is  confined  to the  property  in
question and (ii) the  Indebtedness  secured thereby does not exceed 100% of the
price of such purchase,  construction or  improvements;  (k) any operating lease
entered into by the Company as lessee;  provided,  however,  that the  scheduled
rental  payments in respect to all such leases of the Company do not at any time
exceed  Twenty  Thousand  Dollars  ($20,000)  per month in the  aggregate or Two
Hundred Forty  Thousand  Dollars  ($240,000) in the aggregate  during any Fiscal
Year of the Company;  (1) any transfer of a check or other medium of payment for
deposit or  collection,  or any similar  transaction  in the ordinary  course of
business;  (m) security  deposits  received from customers,  in each case in the
ordinary  course  of  business;  and (n) Liens  disclosed  on  Schedule  7.2 and
approved by Purchaser.

"Person" means any individual, sole proprietorship, corporation, business trust,
unincorporated  organization,   association,   company,   partnership,   limited
liability company,  joint venture,  governmental  authority (whether a national,
federal,  state,  county,   municipality  or  otherwise,  and  includes  without
limitation any instrumentality,  division,  agency, body or department thereof),
or other entity.

"Polluting  Substances"  means  all  pollutants,  contaminants,   chemicals,  or
industrial,  toxic or  hazardous  substances  or wastes  and  includes,  without
limitation,  any flammable  explosives,  radioactive  materials,  oil, hazardous
materials,  hazardous or solid wastes,  hazardous or toxic substances or related
materials  defined  as  such  in  the  Comprehensive   Environmental   Response,
Compensation   and  Liability  Act  of  1980,   the  Superfund   Amendments  and
Reauthorization Act of 1986, the Resource Conservation and Recovery Act of 1976,
the Hazardous and Solid Waste  Amendments of 1984,  and the Hazardous  Materials
Transportation Act, and comparable  Environmental Laws of any state in which the
Company owns or leases property as any of the same are hereafter amended, and in
the  regulations  promulgated  thereunder;  provided,  in the  event  any of the
foregoing Environmental Laws is amended so as to broaden the meaning of any term
defined thereby,  such broader meaning applies  subsequent to the effective date
of such amendment and, provided, further, to the extent that the applicable laws
of any state establish a meaning for "hazardous  substance,"  "hazardous waste,"
"hazardous  material," "solid waste," or "toxic substance" which is broader than
that specified in any of the foregoing  Environmental Laws, such broader meaning
applies.

"Potential  Default" means the  occurrence of any condition or event that,  with
the passage of time or giving of notice or both,  would  constitute  an Event of
Default.

"Premium  Percentage"  means,  with respect to any payment or prepayment made or
required of the Company  under  Section  2.2,  Section  2.3, or Section 8.2, the
premium  percentage  set forth below which  corresponds to the earliest date set
forth below upon which such payment or  prepayment,  as the case may be, is made
or required  pursuant to such section of the Agreement:

Premium Payment Date or                 Premimum
Prepayment Date                         Percentage

Closing Date through July 26, 2002         5%

July 27, 2002 through July 26, 2003        4%

July 27, 2003 through July 26, 2004        3%

July 27, 2004 through July 26, 2005        2%

July 27, 2005 through July 26, 2006        1%

July 26, 2006 and thereafter               0%
<PAGE>


"Prepayment  Fee" means and includes  (a) the premium  payable by the Company to
Purchaser  under subclause (c) of the first sentence of Section 2.2 in the event
of a prepayment  under  Section  2.2, (b) the premium  payable by the Company to
Purchaser under Section 2.3, as a result of the occurrence of an event described
in Section  2.3, and (c) the premium  payable by the Company to Purchaser  under
Section  8.2 under any of the  circumstances  which  require  the  payment  of a
premium by the Company to Purchaser under Section 8.2.

"Property" means all real property owned, leased, or operated by the Company.

"Purchase  Documents"  means (a) the  Purchase  Agreement  by and  among  United
Acquisition,  Inc., United Expressline,  Inc., J.J.M.,  Incorporated,  Warren E.
Johnson,  Warren F. Johnson,  Andrew O. Johnson and Mary J. Johnson, dated as of
July ___, 2001, together with all other documents, certificates, instruments and
agreements  contemplated  thereby or executed  and/or  delivered  in  connection
therewith,  all as the  same  may  from  time  to  time  be  amended,  restated,
supplemented  or  otherwise  modified,  and all other  documents,  certificates,
instruments and agreements  contemplated thereby or executed and/or delivered in
connection  therewith,  all as the  same  may  from  time to  time  be  amended,
restated, supplemented or otherwise modified.

"Purchaser"  means  HCIC,  together  with all of their  respective  transferees,
successors and assigns of all or any portion of the Senior  Subordinated Note or
the Senior Subordinated  Obligations and any nominees on whose behalf any of the
foregoing purchase or otherwise acquire any of such Indebtedness of the Company,
and includes,  but is not limited to, each and every "Holder" as defined herein.
With  respect  to any  right  or  action  to be taken by  Purchaser  under  this
Agreement,  the term Purchaser means (a) so long as HCIC is a Holder,  HCIC, and
(b) if HCIC is no longer a Holder,  Holders  representing a majority in interest
of the Senior Subordinated Obligations.

"Reportable  Event"  means (i) any of the events set forth in  Sections  4043(c)
(other  than a merger,  consolidation  or transfer of assets in which no Pension
Plan involved has any unfunded  benefit  liabilities and other than those events
as to which the notice  requirements  or penalties for failure to provide notice
have been waived by regulation or administrative action of the PBGC), 4068(a) or
4063(a) of ERISA, (ii) any event requiring any member of the Controlled Group to
provide  security under Section  401(a)(29) of the Code, or (iii) any failure to
make payments required by Section 412(m) of the Code.

"Securities Act" is defined in Section 3.3 of this Agreement.

"Security Agreement" means the Security Agreement, dated as of the Closing Date,
executed by the Company in favor of the Purchaser in the form attached hereto as
Exhibit B, as the same may from time to time be amended, restated,  supplemented
or otherwise modified. "Security Documents" means, collectively, any assignment,
pledge agreement,  security agreement,  mortgage,  deed of trust, deed to secure
debt,  financing  statement  and any similar  instrument,  document or agreement
under or  pursuant  to which a Lien is now or  hereafter  granted to, or for the
benefit of, the Purchaser,  the Holders Representative and/or any of the Holders
on any real or  personal  property of any Person to secure all or any portion of
the Senior  Subordinated  Obligations,  all as the same may from time to time be
amended,  restated,  supplemented  or otherwise  modified,,  including,  without
limitation, the Security Agreement, the Mortgages, the Assignments of Leases and
the Capital Contribution Agreement.

"Seller" means United Expressline, Inc, an Indiana corporation.

"Seller Debt" means the Indebtedness  owing by the Company to Seller pursuant to
a certain  Subordinated  Promissory  Note,  dated as of the Closing Date, in the
original principal amount of $1,500,000.  "Seller Subordination Agreement" means
that certain Subordination Agreement,  dated as of the Closing Date, executed by
the Company,  the Senior Lender,  the Purchaser and Seller, in the form attached
hereto as Exhibit H,  pursuant to which the  relative  priorities  of the Senior
Lender and Purchaser with respect to the repayment of Senior Debt and the Senior
Subordinated  Obligations,  on the one hand,  and the Danzer Debt, on the other,
are established, as the same may be amended,  supplemented or otherwise modified
from time to time.

"Senior  Debt"  means,  at  any  given  time,  the  Indebtedness   (whether  now
outstanding or hereafter  incurred) of the Company in respect of the Senior Loan
Agreement,  in a principal  amount not to exceed the  limitations set forth with
respect  thereto in the Senior  Lender  Intercreditor  Agreement,  together with
interest,  fees, premiums,  expenses,  indemnities and all other amounts payable
under the Senior Loan Documents or any notes, security documents,  guaranties or
other loan documents referred to therein or pursuant thereto,  and any permitted
replacements,  renewals, extensions,  restructurings and refinancings thereof or
substitutions  therefor (and as any of the foregoing may be limited by the terms
of this Agreement or the Senior Lender Intercreditor Agreement).

"Senior  Lender"  means  First  Indiana  Bank,  with  its  principal  office  in
Indianapolis,  Indiana, together with its successors and assigns, and any Person
who  replaces or  refinances  all or part of the Senior Debt under the terms set
forth in Section 7.1(c).
<PAGE>

"Senior  Lender  Intercreditor   Agreement"  means  that  certain  Intercreditor
Agreement,  dated as of the Closing  Date,  executed by the Company,  the Senior
Lender,  and  Purchaser in the form  attached  hereto as Exhibit F,  pursuant to
which the relative priorities of the Senior Lender and Purchaser with respect to
the  repayment  of  Senior  Debt and the  Senior  Subordinated  Obligations  are
established, as the same may be amended, supplemented or otherwise modified from
time to time.

"Senior Loan Agreement" means the Credit  Agreement  between the Company and the
Senior  Lender,  dated as of the  Closing  Date,  as the  same  may be  amended,
supplemented or otherwise modified from time to time.

"Senior Loan  Documents"  means the Senior Loan  Agreement  and the  agreements,
documents  and  instruments  executed in  connection  therewith or  contemplated
thereby, and all amendments thereto, as the same may be amended, supplemented or
otherwise  modified  from  time to time,  and  renewed,  extended,  substituted,
refinanced or replaced, including successive refinancings thereof. "Registration
Rights  Agreement"  means  the  Registration  Rights  Agreement  dated as of the
Closing Date executed by HCIC and Danzer,  as the same may be amended,  modified
or restated from time to time.

"Subsidiary"  means any Person of which or in which the Company owns directly or
indirectly  more than 50% of (i) the combined voting power of all classes having
general  voting power under  ordinary  circumstances  to elect a majority of the
board of directors or equivalent  body of such Persons,  if it is a corporation,
(ii) the capital interest or profits interest in the profits of such Person,  if
it is a partnership,  joint venture or similar  entity,  or (iii) the beneficial
interest of such Person if it is a trust,  association  or other  unincorporated
organization.

"Senior Subordinated Note" means a term promissory note in the form of Exhibit A
issued to one or more  Holders  pursuant to this  Agreement,  together  with all
renewals,  modifications,  extensions,  substitutions and replacements  thereof.
"Senior  Subordinated  Obligations"  means and includes any and all Indebtedness
and/or  liabilities  of the  Company  to  Purchaser  of every  kind,  nature and
description, direct or indirect, secured or unsecured, joint, several, joint and
several, absolute or contingent, due or to become due, now existing or hereafter
arising,  under this  Agreement or any Other  Agreement  (regardless of how such
Indebtedness or liabilities arise or by what agreement or instrument they may be
evidenced  or  whether  evidenced  by  any  agreement  or  instrument)  and  all
obligations  of the Company to  Purchaser to perform acts or refrain from taking
any  action  under  any of  the  aforementioned  documents,  together  with  all
renewals, modifications, extensions, increases, substitutions or replacements of
any of such Indebtedness.

"Stock Purchase Agreement" means the Stock Purchase  Agreement,  dated as of the
Closing Date executed by and between the  Purchaser and Danzer,  with respect to
the issuance to the Purchaser of the Danzer  Stock,  as the same may be amended,
modified or restated from time to time.
<PAGE>

"Stock Purchase  Documents"  means the Stock Purchase  Agreement and the Joinder
Agreement,  together with all other  documents,  certificates,  instruments  and
agreements  contemplated  thereby or executed  and/or  delivered  in  connection
therewith,  all as the  same  may  from  time  to  time  be  amended,  restated,
supplemented  or  otherwise  modified,  and all other  documents,  certificates,
instruments and agreements  contemplated thereby or executed and/or delivered in
connection  therewith,  all as the  same  may  from  time to  time  be  amended,
restated, supplemented or otherwise modified.

"Termination  Date" means the  earliest to occur of (a) July 27,  2006,  (b) the
date on which the Senior  Subordinated  Note is accelerated  pursuant to Article
VIII, or (c) the date on which the Senior  Subordinated  Obligations are paid in
full.

"Termination  Event"  means (a) a Reportable  Event,  (b) the  termination  of a
Pension Plan which has a material  unfunded  benefit  liabilities  (including an
involuntary termination under Section 4042 of ERISA), (c) the filing of a Notice
of Intent to Terminate a Pension  Plan,  (d) the  initiation of  proceedings  to
terminate a Pension Plan under Section 4042 of ERISA or (e) the appointment of a
trustee to administer a Pension Plan under Section 4042 of ERISA.

"Transfer" is defined in Section 12.5 hereof.

"Transfer Agreement" is defined in Section 12.5 hereof.

"Transferee"  means any Person to whom a  Transfer  is made in  accordance  with
Section 12.5;  provided that (A) such Person is an "accredited  investor" within
the  meaning  of  subparagraph  (a)(1),  (2),  (3) or (7) of Rule 501  under the
Securities Act.

"Triggering  Event"  means  (a)  a  Change  of  Control,  (b)  any  combination,
consolidation  or  merger  between  the  Company  and any  partnership,  limited
liability company or corporation, unless (i) the Company is the surviving entity
and (ii) the holders of euity  securities  of the Company  immediately  prior to
such transaction hold,  immediately after such transaction,  at least a majority
of the equity securities of the Company, (c) sale of all or substantially all of
the assets of the  Company in one or a series of related  transactions,  (d) the
consummation  of any public  offering of equity  securities  by the Company or a
successor thereof, or (e) the occurrence of any Event of Default.

Terms that are defined in other  Sections of this  Agreement  have the  meanings
specified  therein.  All other terms  contained in this Agreement have, when the
context so indicates,  the meanings provided for by the Uniform  Commercial Code
as  adopted  and in force in the State of Ohio,  as from time to time in effect.

     11.2  Accounting  Terms  and  Definitions.   Unless  otherwise  defined  or
specified  herein all accounting  terms used in this Agreement will be construed
in accordance with GAAP,  applied on a basis consistent in all material respects
with the  financial  statements  delivered  by  Company to HCIC on or before the
Closing  Date.  All  accounting   determinations  for  purposes  of  determining
compliance with the financial  covenants  contained in Section 6.18 will be made
in accordance  with GAAP as in effect on the Closing Date and applied on a basis
consistent  in all  material  respects  with the  audited  financial  statements
delivered  to HCIC by Company  on or before  the  Closing  Date.  The  financial
statements  required to be delivered  hereunder from and after the Closing Date,
and all financial  records,  will be  maintained  in accordance  with GAAP as in
effect at the time of deliverance of such financial statements.  If GAAP changes
from the basis used in preparing the audited financial  statements  delivered to
HCIC by Company on or before the Closing Date, the  certificates  required to be
delivered  pursuant to Section 6.2  demonstrating  compliance with the covenants
contained herein must include, at the election of Company or upon the request of
HCIC,  calculations  setting forth the adjustments  necessary to demonstrate how
Company is in  compliance  with the  financial  covenants  based upon GAAP as in
effect on the Closing Date.
<PAGE>

12.  MISCELLANEOUS

     12.1 Expenses.  The Company agrees to pay (a) all out-of-pocket expenses of
Purchaser (including  reasonable fees, expenses and disbursements of Purchaser's
counsel) in connection with the preparation, negotiation, enforcement, operation
and  administration of this Agreement,  the Senior  Subordinated Note, the Other
Agreements,  or any documents executed in connection  therewith,  or any waiver,
modification  or amendment  of any  provision  hereof or thereof;  and (b) if an
Event of Default  occurs,  all court costs and costs of  collection,  including,
without  limitation,  reasonable  fees,  expenses and  disbursements  of counsel
employed in connection with any and all collection efforts.  The attorneys' fees
arising from such services,  including those of any appellate  proceedings,  and
all  expenses,  costs,  charges  and other  fees  incurred  by such  counsel  or
Purchaser in any way or respect arising in connection with or relating to any of
the events or actions  described  in this Article XII are payable by the Company
to Purchaser,  on demand,  and are additional Senior  Subordinated  Obligations.
Without limiting the generality of the foregoing,  such expenses, costs, charges
and fees may include:  recording costs,  appraisal costs,  paralegal fees, costs
and expenses;  accountants' fees, costs and expenses;  court costs and expenses;
photocopying and duplicating expenses;  court reporter fees, costs and expenses;
long  distance  telephone  charges;  air  express  charges,   telegram  charges;
facsimile  charges;  secretarial  overtime  charges;  and  expenses  for travel,
lodging and food paid or incurred in  connection  with the  performance  of such
legal services;  provided that all such fees are reasonable.  The Company agrees
to indemnify  Purchaser from and hold it harmless against any documentary taxes,
assessments,  or charges  made by any  governmental  authority  by reason of the
execution and delivery by the Company or any other Person of this Agreement, the
Other  Agreements,  and any  documents  executed in connection  therewith.

     12.2 Indemnification.  In addition to any other rights or remedies to which
HCIC and the HCIC  Investors  may be  entitled,  the Company  agrees to and will
indemnify and hold harmless Purchaser,  the other Holders,  and their Affiliates
and  their  respective  successors,  assigns,  officers,  directors,  employees,
attorneys,  and agents  (individually and collectively,  an "Indemnified Party")
from  and  against  any  and  all  losses,  claims,  obligations,   liabilities,
deficiencies,  penalties,  causes of action,  damages,  reasonable  costs,  and,
reasonable expenses (including,  without limitation,  costs of investigation and
defense, attorneys' fees and expenses) (collectively "Loss") including,  without
limitation,  those  arising out of the sole or  contributory  negligence  of any
Indemnified  Party,  that  the  Indemnified  Party  may  suffer,  incur,  or  be
responsible  for,  arising or resulting  from any  misrepresentation,  breach of
warranty,  or  nonfulfillment  of any  covenant or  agreement on the part of the
Company under this Agreement,  or under any other agreement to which the Company
is a party in connection with the transactions  contemplated hereby, or from any
misrepresentation  in or  omission  from any  certificate  or  other  instrument
furnished or to be  furnished  by the Company to Purchaser or the other  Holders
under  this  Agreement;  provided,  that  the  Company  will not  indemnify  any
Indemnified  Party for any Loss  resulting from such  Indemnified  Party's gross
negligence or willful  misconduct.  The foregoing  indemnification  includes any
such claims, actions, damages, costs and expenses incurred by reason of the sole
or contributory negligence of the Person to be indemnified,  but excludes any of
the same  incurred  by reason  of such  Person's  gross  negligence  or  willful
misconduct.
<PAGE>

     12.3  Notices.  All  notices,  requests,  demands and other  communications
provided for hereunder must be in writing and will be given solely:  (a) by hand
delivery or by overnight courier delivery service, with all charges paid, (b) by
facsimile  transmission,  if  confirmed  same day in writing by first class mail
mailed, or (c) by registered or certified mail, postage prepaid and addressed to
the parties.  For the purposes of this Agreement,  such notices are deemed to be
given and received:  (i) if by hand or by overnight courier service, upon actual
receipt,  (ii) if by facsimile  transmission,  upon receipt of machine-generated
confirmation  of  such  transmission  (and  provided  the  above-stated  written
confirmation  is sent) or (iii) if by  registered  or certified  mail,  upon the
first to occur of actual  receipt or the  expiration  of 48 hours after  deposit
with the U.S. Postal Service.  Notices or other communications hereunder must be
addressed, (a) if to Purchaser,  addressed to Purchaser at the address specified
on  Annex  I  hereto  or to such  other  address  as  Purchaser  may in  writing
designate,  (b) if to any other Holder, addressed to such Holder at such address
as such Holder may in writing designate, and (c) if to the Company, addressed to
the  Company at the address  set forth next to its name on the  signature  pages
hereto or to such other address as the Company may in writing designate.

     12.4 Reproduction of Documents.  This Agreement and all documents  relating
hereto,  including,  without limitation (a) consents,  waivers and modifications
which may  hereafter be  executed,  (b)  documents  received by Purchaser at the
closing of the  purchase  of the Senior  Subordinated  Note,  and (c)  financial
statements, certificates and other information previously or hereafter furnished
to Purchaser,  may be reproduced by Purchaser by any photographic,  photostatic,
microfilm,  microcard,  miniature  photographic  or other  similar  process  and
Purchaser may destroy any original  document so  reproduced.  The Company agrees
and  stipulates  that any such  reproduction  which is legible is  admissible in
evidence as the  original  itself in any judicial or  administrative  proceeding
(whether  or  not  the  original  is  in  existence  and  whether  or  not  such
reproduction  was made by you in the regular  course of  business)  and that any
enlargement,  facsimile or further reproduction of such reproduction is likewise
be admissible in evidence;  provided that nothing herein contained precludes the
Company from  objecting to the admission of any  reproduction  on the basis that
such reproduction is not accurate,  has been altered, is otherwise incomplete or
is otherwise inadmissible.
<PAGE>

     12.5  Assignment,  Sale of  Interest.  The Company may not sell,  assign or
transfer this Agreement, the Senior Subordinated Note or the Other Agreements or
any portion thereof, including, without limitation, the Company's rights, title,
interests,  remedies, powers and/or duties hereunder or thereunder.  The Company
hereby  consents to Purchaser's  participation,  sale,  assignment,  transfer or
other disposition (collectively,  a "Transfer"), at any time or times hereafter,
of this Agreement,  or the Other  Agreements to which the Company is a party, or
of any portion hereof or thereof,  including,  without  limitation,  Purchaser's
rights,  title,   interests,   remedies,   powers  and/or  duties  hereunder  or
thereunder.  Any such  Transfer  must be:  (a)  only to a  Transferee;  (b) in a
principal amount for any Senior Subordinated Note of not less than $500,000; (c)
arranged by the  transferor  thereof or the  applicable  Transferee  (including,
without  limitation,  costs and expenses relating to the preparation,  execution
and delivery of any Transfer  Agreement  (as defined  herein) and any new Senior
Subordinated  Note and due  diligence);  and (d)  made  pursuant  to a  transfer
agreement  (each  a  "Transfer  Agreement")  executed  by  the  transferor,  the
applicable  Transferee,  the Holders  Representative and the Company,  and which
sets forth:

(1)  the following representations and undertaking of the Transferee:

     (A)  such Transferee (I) is an "accredited  investor" within the meaning of
          subparagraph  (a)(1), (2), (3) or (7) of Rule 501 under the Securities
          Act; (II)  understands and acknowledges  that the Senior  Subordinated
          Note have not been  registered  under the  Securities Act or any other
          applicable  securities  law,  are being  offered in  transactions  not
          requiring   registration   under  the  Securities  Act  or  any  other
          securities   laws,   and  may  not  be  offered,   sold  or  otherwise
          transferred,  except in compliance with the registration  requirements
          of the  Securities  Act  and  any  other  applicable  securities  law,
          pursuant to an  exemption  therefrom or in a  transaction  not subject
          thereto  and in each  case  in  compliance  with  the  conditions  for
          transfer set forth in clause (B) below;  (III) is aware that it may be
          required  to  bear  the  economic   risk  of  an   investment  in  the
          Subordinated  Notes for an indefinite period of time and it is able to
          bear such risk for an indefinite  period;  and (IV) is purchasing  the
          Senior  Subordinated Note for its own account for investment,  and not
          with a  view  to,  or for  offer  or  sale  in  connection  with,  any
          distribution  thereof in violation of the  Securities Act or any other
          securities laws;

     (B)  such  Transferee  agrees to offer,  sell,  assign,  transfer,  pledge,
          encumber or otherwise  disposed of such Senior  Subordinated  Note, in
          whole  or in  part,  only (a) to the  Company,  (b) to an  "accredited
          investor" within the meaning of subparagraphs  (a)(1), (2), (3) or (7)
          of Rule 501 under the  Securities  Act that is  acquiring  such Senior
          Subordinated  Note (or any  interest  therein) for its own account and
          not  with a view to,  or for  offer or sale in  connection  with,  any
          distribution   in  violation  of  the  Securities  Act  or  any  other
          securities law or (c) pursuant to any other  available  exemption from
          the   registration   requirements   of  the  Securities  Act  and  the
          requirements of any other securities laws;
<PAGE>

     (C)  such Transferee  acknowledges  that it is subject to, and its interest
          in the  Senior  Subordinated  Note are  governed  by,  this  Agreement
          (including  without  limitation  Section 12.13  hereof,  such Transfer
          Agreement to set forth a reproduction of such section in its entirety)
          and the Senior Subordination Agreement; and

     (D)  such Transferee  represents and warrants that it is not purchasing its
          interest  in the  Senior  Subordinated  Note  (and  the  corresponding
          interest in the Senior  Subordinated  Obligations)  with the assets of
          any  pension,   profit-sharing,   retirement,   individual  retirement
          account, individual retirement annuity, employee benefit plan or other
          plan or arrangement  subject to Title,I of ERISA or Code Section 4975;
          and

(2)  the address and  telephone  and facsimile  numbers of such  Transferee  for
     purposes of Section 12.3; and

(3)  the  aggregate  principal  amount  of  each  Senior  Subordinated  Note  so
     transferred;  the aggregate accrued but unpaid interest so transferred; the
     aggregate amount of any other Subordination Obligation so transferred; and,
     for each of the foregoing  amounts,  the aggregate  amount  retained by the
     transferor;  provided  than any Transfer by a Holder must be made  together
     with a pro rata  portion of (x)  accrued by unpaid  interest  owing to such
     Holder in respect of the principal amount of the Senior  Subordinated  Note
     transferred and (y) all other Senior Subordinated Obligations owing to such
     Holder in respect to the principal amount of the Senior  Subordinated  Note
     transferred.

     12.6  Successors  and Assigns.  This Agreement will inure to the benefit of
and be binding  upon the  parties  hereto and their  respective  successors  and
assigns.

     12.7  Headings.  The  headings  of the  sections  and  subsections  of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

     12.8 Counterparts.  This Agreement may be executed simultaneously in two or
more  counterparts,  each of which is  deemed to be an  original,  and it is not
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart or reproduction thereof permitted by Section 12.3.

     12.9 Reliance on and Survival  Provisions.  All covenants,  representations
and  warranties  made by the Company  herein and in any  certificates  delivered
pursuant hereto,  whether or not in connection with a closing, (a) are deemed to
be  material  and to have been  relied upon by  Purchaser,  notwithstanding  any
investigation  heretofore  or  hereafter  made by  Purchaser  or on  Purchaser's
behalf,  and  (b)  survive  the  delivery  of  this  Agreement  and  the  Senior
Subordinated  Note until all  obligations  of the Company  under this  Agreement
(other than Indemnity Obligations) have been satisfied.

     12.10  Integration  and  Severability.  This Agreement  embodies the entire
agreement and understanding  between  Purchaser and the Company,  and supersedes
all prior agreements and  understandings  relating to the subject matter hereof.
In case any one or more of the provisions  contained in this Agreement or in any
Senior  Subordinated  Note, or any  application  thereof,  are  determined to be
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability of the remaining provisions contained herein and therein, and any
other application thereof, are not in any way be affected or impaired thereby.
<PAGE>

     12.11 Holders  Representative.  Each Holder hereby  appoints and authorizes
the  Holders  Representative  to take such  action as agent on its behalf and to
exercise  such  powers  and  discretion  under  this  Agreement  and  the  Other
Agreements  as are delegated to the Holders  Representative  by the terms hereof
and  thereof,  together  with  such  powers  and  discretion  as are  reasonably
incidental  thereto.  As to any matters not expressly provided for hereunder and
under the Other Agreements,  the Holders  Representative is not required to take
any action or exercise any discretion, but shall act or refrain from acting upon
the instructions of the Majority Holders.

     12.12 Law Governing.  THIS AGREEMENT HAS BEEN SUBSTANTIALLY  NEGOTIATED AND
IS BEING EXECUTED,  DELIVERED, AND ACCEPTED, AND IS INTENDED TO BE PERFORMED, IN
PART IN THE  STATE OF OHIO  OBLIGATIONS,  RIGHTS  AND  REMEDIES  HEREUNDER,  ARE
GOVERNED BY AND CONSTRUED  AND  INTERPRETED  IN ACCORDANCE  WITH THE LAWS OF THE
STATE  OF  OHIO.  THE  SUBORDINATED  NOTE  IS  GOVERNED  BY  AND  CONSTRUED  AND
INTERPRETED  IN  ACCORDANCE  WITH  THE  LAWS  OF THE  STATE  SPECIFIED  THEREIN.
PURCHASER  RETAINS  ALL RIGHTS  UNDER THE LAWS OF THE UNITED  STATES OF AMERICA,
INCLUDING THOSE RELATING TO THE CHARGING OF INTEREST.

     12.13 Waivers;  Modification. NO PROVISION OF THIS AGREEMENT MAY BE WAIVED,
CHANGED, AMENDED OR MODIFIED, OR THE DISCHARGE THEREOF ACKNOWLEDGED, ORALLY, BUT
ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE COMPANY AND THE MAJORITY  HOLDERS,
AND SUCH WAIVER,  CHANGE,  AMENDMENT OR  MODIFICATION  IS EFFECTIVE  ONLY IN THE
SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH IT IS GIVEN;  PROVIDED,
HOWEVER, THAT ANY CHANGE,  AMENDMENT OR MODIFICATION OF, OR WAIVER OF COMPLIANCE
WITH ANY OF THE  PROVISIONS OF THIS SECTION  12.13,  THE  DEFINITION OF MAJORITY
HOLDERS OR ANY TERMS  AFFECTING  THE  MATURITY OF OR ANY OTHER DATES FOR PAYMENT
REQUIRES THE WRITTEN AGREEMENT OF EACH HOLDER.

     12.14 Waiver of Jury Trial.  TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE
LAW, THE COMPANY,  PURCHASER,  THE HOLDERS REPRESENTATIVE AND EACH HOLDER HEREBY
IRREVOCABLY  AND  EXPRESSLY  WAIVE ALL  RIGHT TO A TRIAL BY JURY IN ANY  ACTION,
PROCEEDING OR  COUNTERCLAIM  (WHETHER BASED UPON  CONTRACT,  TORT, OR OTHERWISE)
ARISING OUT OF OR  RELATING TO THIS  AGREEMENT,  THE  SUBORDINATED  NOTES OR ANY
DOCUMENTS  ENTERED INTO IN CONNECTION  HEREWITH OR THEREWITH OR THE TRANSACTIONS
CONTEMPLATED  HEREBY OR THEREBY OR THE ACTIONS OF THE  COMPANY,  PURCHASER,  THE
HOLDERS  REPRESENTATIVE AND EACH HOLDER IN THE NEGOTIATION,  ADMINISTRATION,  OR
ENFORCEMENT THEREOF.
<PAGE>

     12.15  Submission  to  Jurisdiction.  THE  COMPANY  HEREBY  CONSENTS TO THE
JURISDICTION  OF ANY  STATE OR  FEDERAL  COURT  LOCATED  WITHIN  THE  COUNTY  OF
FRANKLIN,  STATE OF OHIO AND IRREVOCABLY AGREES THAT, SUBJECT TO THE PURCHASER'S
ELECTION,  ALL  ACTIONS  OR  PROCEEDINGS  ARISING  OUT OF OR  RELATING  TO  THIS
AGREEMENT OR THE OTHER  FINANCING  DOCUMENTS  SHALL BE LITIGATED IN SUCH COURTS.
THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,  GENERALLY
AND  UNCONDITIONALLY,  THE NONEXCLUSIVE  JURISDICTION OF THE AFORESAID COURTS,..
AND WAIVES ANY DEFENSE OF FORUM NON  CONVENIENS,  AND  IRREVOCABLY  AGREES TO BE
BOUND BY ANY JUDGMENT  RENDERED  THEREBY IN CONNECTION WITH THIS AGREEMENT,  THE
NOTES,  OR ANY OTHER  DOCUMENT OR AGREEMENT  EXECUTED AT ANY TIME IN  CONNECTION
THEREWITH.  THE COMPANY DESIGNATES AND APPOINTS TIMOTHY S. DURHAM AND SUCH OTHER
PERSONS AS MAY HEREAFTER BE SELECTED BY THE COMPANY WHICH  IRREVOCABLY  AGREE IN
WRITING TO SO SERVE AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS
IN  ANY  SUCH  PROCEEDINGS  IN  ANY  SUCH  COURT,   SUCH  SERVICE  BEING  HEREBY
ACKNOWLEDGED  BY THE  COMPANY  TO BE  EFFECTIVE  AND  BINDING  SERVICE  IN EVERY
RESPECT.  A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY THE  PURCHASER
BY REGISTERED MAIL TO THE COMPANY AT ITS ADDRESS AS PROVIDED HEREIN AND SHALL BE
DEEMED TO HAVE BEEN RECEIVED BY THE COMPANY FIVE (5) DAYS AFTER BEING SO MAILED.
IF ANY AGENT  APPOINTED BY THE COMPANY  REFUSES TO ACCEPT  SERVICE,  THE COMPANY
HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE  SUFFICIENT  NOTICE.
NOTHING  HEREIN  SHALL  AFFECT THE RIGHT TO SERVE  PROCESS  1N ANY OTHER  MANNER
PERMITTED  BY LAW OR SHALL  LIMIT THE RIGHT OF  PURCHASER  TO BRING  PROCEEDINGS
AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.

     12.16 Other  Business.  It is understood and accepted that  Purchaser,  the
Holders, and their Affiliates have interests in other business ventures that may
be in conflict  with the  activities  of the  Company  and that  nothing in this
Agreement  will limit the current or future  activities  of the Company and that
nothing in this Agreement will limit the current or future  business  activities
of such parties whether or not such activities are competitive with those of the
Company.

     12.17 Confidentiality.  The Purchaser,  the Holders Representative and each
Holder hereby: (a) acknowledge that the Company has trade secrets and financial,
environmental  and other data and  information the  confidentiality  of which is
important to their  businesses  and (b) agree to use all  reasonable  efforts to
keep confidential any such trade secret,  data or information  conveyed to them,
except  that  this  Section  12.15  does not  preclude  Purchaser,  the  Holders
Representative or any Holder from furnishing any such confidential  information:
(i) subject to the  Company's  receipt of prior notice from the  Purchaser,  the
Holders  Representative or any Holder if permitted under applicable law and such
legal  proceedings,  to the extent  which may be required by subpoena or similar
order  of  any  court  of  competent  jurisdiction;,  (ii)  to the  extent  such
information  is required to be disclosed  to any  regulatory  or  administrative
governmental  agency or  commission  having any  regulatory  authority  over the
Purchaser,  the  Holders  Representative  or  any  Holder  or  their  respective
securities, (iii) to any other party to this Agreement, (iv) to any Affiliate of
the  Purchaser,  the  Holders  Representative  or any  Holder  so  long  as such
Affiliate  agrees to be bound in writing by  provisions  of this  Section  12.15
prior  to  the  time  of  such  disclosure,  (v) to any  actual  or  prospective
transferee,  participant or  subparticipant of all or part of the Purchaser's or
any Holder's  rights arising out of or in connection with this Agreement so long
as such prospective transferee, participant or subparticipant to whom disclosure
is made agrees in writing to be bound by the  provisions  of this Section  12.15
prior to the time of such  disclosure,  (vi) to  anyone  if it has been  already
publicly disclosed (other than by Purchaser,  the Holders  Representative or any
Holder, or any other Person,  in contravention of this Section 12.15),  (vii) to
the extent  reasonably  required in connection with the exercise of any right or
remedy under this Agreement,  (viii) to the Purchaser's legal counsel, auditors,
professional  advisors and  consultants,  and accountants and (ix) to the extent
reasonably  required in connection with any legal  proceedings  instituted by or
against the  Purchaser,  the  Holders  Representative  or any Holder  under this
Agreement;  provided,  however that for any disclosure  pursuant to clauses (i),
(ii), (vii) or (ix) hereof,  the Purchaser,  the Holders  Representative or such
Holder,  shall use  reasonable  efforts  to  disclose  only that  portion of the
confidential  information as it is legally required,  in the sole opinion of its
counsel, to disclose.
<PAGE>


     12.18 Sharing of  Information.  Notwithstanding  the  provisions of Section
12.15, Purchaser may furnish to its Affiliates, its accountants,  its employees,
its  officers,  its  directors,  its  legal  counsel,   potential  participants,
potential  investors and to any  governmental  agency having  jurisdiction  over
Purchaser  investors  and  potential  investors,   information   concerning  the
business,  financial  condition,  value of the Danzer  Stock and property of the
Purchaser,  and the terms,  conditions  and other  provisions  applicable to the
respective  parts  thereof,  any such  disclosure  to  occur in the  Purchaser's
ordinary course of business consistent with past practice.

     12.19 No Fiduciary  Relationship;  Limitation on Liability. No provision in
this Agreement,  the Notes or in any relate  document,  and no course of dealing
between  the  parties,  shall be  deemed  to create  any  fiduciary  duty by the
Purchaser  to the Company.  Neither the  Purchaser,  nor any of its  affiliates,
officers,  directors,  employees,  attorneys, partners or agents, shall have any
liability with respect to, and the Company  hereby  waives,  releases and agrees
not to sue any of them uponany  claim for any special,  indirect,  incidental or
consequential  damages  suffered or incurred by the Company in connection  with,
arising out of, or in any way related to, this Agreement or any of the Financing
Documents,  or any of the transactions  contemplated thereby. The Company hereby
waives,  releases and agrees not to sue the Purchaser or any of the  Purchaser's
affiliates,  officers, directors,  employees,  attorneys, partners or agents for
punitive damages in respect of any claim in connection with,  arising out of, or
in any way related to, this Agreement or any of the other  Financing  Documents,
or any of the transactions  contemplated  thereby.  All attorneys,  accountants,
appraisers  and other  professional  Persons  and  consultants  retained  by the
Purchaser  shall  have  the  right to act  exclusively  in the  interest  of the
Purchaser and shall have no duty of disclosure, duty of loyalty, duty of care or
other duty or obligation  of any type or nature  whatsoever to the Company or to
any of its  shareholders  or any  other  Person;  provided,  however,  that such
limitation  shall not apply to any such Person  serving as a director or officer
of the Company.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


     IN WITNESS WHEREOF, the Company and Purchaser have caused this Agreement to
be  executed  and  delivered  by  their  respective   officers   thereunto  duly
authorized.

                                COMPANY:
                                UNITED ACQUISITION, INC.

                                By: /s/ Timothy S. Durham
                                    ----------------------------------------
                                Name: Timothy S. Durham
                                      --------------------------------------
                                Title:   Chairman
                                      --------------------------------------

                                Company's Address for Notices:

                                United Acquisition, Inc.
                                Bank One Center/Tower - Suite 3680
                                111 Monument Circle
                                Indianapolis, Indiana 46204
                                Attention: Timothy Durham
                                Telephone: (317) 691-1413

                                with a copy to:
                                John L. Egloff, Esq.
                                Riley Bennett & Egloff, LLP
                                One American Square
                                18th Floor
                                P.O. Box 82035
                                Indianapolis, Indiana 46282
                                Telephone: (317) 636-8000

<PAGE>


                                HCIC:

                                THE HUNTINGTON CAPITAL INVESTMENT COMPANY

                                By:      /s/ Mark Bahlmann
                                   --------------------------------------------
                                   Mark Bahlmann, Assistant Vice President

                                HCIC's address for Notices:

                                The Huntington Capital Investment Company
                                41 South High Street, Ninth Floor
                                Columbus, Ohio 43287
                                Attention: Mark Bahlmann
                                Fax: (614) 480-4999

                                with a copy to:
                                Calfee, Halter & Griswold LLP
                                88 East Broad Street
                                Suite 1500
                                Columbus, Ohio 43215
                                Attention: Douglas S. Morgan, Esq.
                                Fax: (614) 480-4999

<PAGE>


                                     Annex I
                                       to
                             Note Purchase Agreement

                       Information Concerning- Purchaser

HCIC:

Principal Amount of
Senior Subordinated Note:  $3,500,000

Denomination of Common Stock: Shares representing 6.59% of the common stock
                              Danzer on a fully diluted basis

Address for notices:
The Huntington Capital Investment Company
41 South High Street, Ninth Floor
Columbus, Ohio 43287
Attention: Mark Bahlmann
Fax: (614) 480-4999

with a copy to:
Calfee, Halter & Griswold LLP
88 East Broad Street
Suite 1500
Columbus, Ohio 43215
Attention: Douglas S. Morgan, Esq.
Fax: (614) 480-4999

Payments to be made by wire transfer to:

<PAGE>


                            Senior Subordinated Note

THE  RIGHTS OF THE  HOLDER OF THIS  NOTE TO  RECEIVE  PAYMENT  ARE  SUBJECT  AND
SUBORDINATE  TO THE PAYMENT OF ALL  OBLIGATIONS OF THE MAKER OR OBLIGOR TO FIRST
INDIANA BANK AND ITS SUCCESSORS AND PERMITTED ASSIGNS PURSUANT TO THE TERMS OF A
SUBORDINATION  AGREEMENT  DATED  AS  OF  JULY  27,  2001  BY  AND  AMONG  UNITED
ACQUISITION, INC., FIRST INDIANA BANK, AND THE HUNTINGTON CAPITAL COMPANY.


$3,500,000.00                                                   July 27, 2001

FOR VALUE RECEIVED, the undersigned  corporation,  United Acquisition,  Inc., an
Indiana  corporation,  hereby  promises  to pay to the  order of The  Huntington
Capital  Investment  Company  (the  "Purchaser"),  at its  offices at 41 S. High
Street, Columbus, Ohio 43287 (or at such other place as the holder may from time
to time  designate)  the  principal sum of THREE AND ONE HALF MILLION AND NO/100
DOLLARS ($3,500,000.00).

     This note is the Senior  Subordinated Note referred to in the Note Purchase
Agreement  dated  as of July  27,  2001,  by and  between  the  undersigned  and
Purchaser (as amended, supplemented or otherwise modified from time to time; the
"Purchase  Agreement").  Capitalized  terms used in this note are defined in the
Purchase  Agreement,  unless  otherwise  expressly  stated herein.  This note is
entitled to the benefits of the Purchase  Agreement and is subject to all of the
agreements,   terms  and  conditions   contained  therein,   all  of  which  are
incorporated  herein by this  reference.  Payment of this note is subject to the
agreements,  terms and conditions  contained in the Senior Lender  Intercreditor
Agreement.  This  note  may not be  prepaid,  in whole  or in  part,  except  in
accordance with the terms and conditions set forth in the Purchase Agreement.


     The outstanding  principal balance of this note shall be due and payable as
provided in Section 2.1 (a) of the Purchase Agreement. Interest on the principal
amount of this note from time to time  outstanding  shall be due and  payable as
provided in Section  2.1 (b) of the  Purchase  Agreement,  at the annual rate of
interest set forth in Section 1.1, of the  Purchase  Agreement  (computed on the
basis of the actual  number of days elapsed over a 360-day  year).  In no event,
however, shall interest exceed the maximum rate permitted by law.

     As  provided  in  Section  8.2 of the  Purchase  Agreement,  (a)  upon  the
occurrence  of an  Event  of  Default  under  Section  8.1  (n) of the  Purchase
Agreement,  this note, and all amounts payable  hereunder in accordance with the
terms of the Purchase  Agreement,  shall  immediately  become.  due and payable,
without  notice of any kind,  and (b) upon the  occurrence of any other Event of
Default  under the  Purchase  Agreement,  this  note,  and all  amounts  payable
hereunder in accordance with the terms of the Purchase Agreement,  shall, at the
option of the holder,  immediately become due and payable, without notice of any
kind.


<PAGE>


THIS NOTE SRALL BE CONSTRUED AND ENFORCED IN  ACCORDANCE  WITH THE INTERNAL LAWS
OF THE  STATE  OF  OHIO  APPLICABLE  TO AN  AGREEMENT  EXECUTED,  DELIVERED  AND
PERFORMED  THEREIN WITHOUT GIVING EFFECT TO THE  CHOICE-OF-LAW  RULES THEREOF OR
ANY OTHER  PRINCIPLES THAT COULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE LAW,
OF ANY OTHER JURISDICTION.

     The undersigned expressly waives any presentment,  demand,  protest, notice
of default, notice of intention to accelerate,  notice of acceleration or notice
of any other kind except as expressly provided in the Purchase Agreement.

     IN WITNESS WHEREOF, the Company has caused this note to be duly executed as
of the 27th of July, 2001.


                                UNITED ACQUISITION, INC.


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