Exhibit 10.3

                       STOCK AND ASSET PURCHASE AGREEMENT

         THIS STOCK AND ASSET PURCHASE AGREEMENT ("Agreement") is made as of
December 20,1999, by and among TIMOTHY S. DURHAM, an Indiana resident, TERRY.
WHITESELL, an Indiana resident, DW LEASING COMPANY, LLC, a Mississippi limited
liability company, BOBBY MICHAEL, a Mississippi resident, JEFF MICHAEL, a
Mississippi resident LARRY MICHAEL, a Mississippi resident, BECKY MICHAEL, a
Mississippi resident, JENNIFER GEORGE, a Tennessee resident, PYRAMID COACH,
INC., a Tennessee corporation, PRECISION COACH, INC., a Mississippi corporation,
AMERICAN COACH WORKS, INC., a Tennessee corporation, TRANSPORT TRAILER SERVICE,
INC., a Mississippi corporation, RENT-A-BOX, INC., a Mississippi corporation,
and LBJ, LLC, a Mississippi limited liability company.

                                    Recitals

     WHEREAS,  Jennifer George and Precision  collectively own all of the issued
and -outstanding shares of Pyramid;

     WHEREAS Bobby Michael,  Jeff Michael and Larry Michael collectively own all
of the issued and outstanding shares of Precision;

     WHEREAS,  Precision  owns  all of the  issued  and  outstanding  shares  of
American Coach;

     WHEREAS,  Transport  Trailer  Service,  Inc.  owns  all of the  issued  and
outstanding shares of LAB;

     WHEREAS, Jennifer George, Larry Michael and Becky Michael are the owners of
all the membership interests of LBJ;

     WHEREAS, RAB owns twenty (20) motor bus coaches that it leases to Pyramid;

     WHEREAS, LBJ owns two (2) motor bus coaches that it leases to Pyramid;

     WHEREAS,  Timothy S. Durham and Terry Whitesell have agreed to purchase all
of the stock of Pyramid, American Coach and Precision and DW Leasing Company has
agreed to  purchase  nineteen  (19) motor bus  coaches  owned by RAB and the two
owned by LBJ upon the terms and conditions stated herein;

     NOW THEREFORE,  in consideration of the above premises, the mutual promises
contained herein and for good and valuable  consideration,  the receipt of which
is hereby  acknowledged,  the parties  hereto,  intending  to be legally  bound,
hereby agree as follows:

   Section 1. Purchase and Sale of Assets and Stock.

     (a) Purchase and Sale. At the Closing (as defined below) and subject to the
     terms and subject to the satisfaction or waiver of the conditions set forth
     herein, the Sellers shall deliver:

               (i) to Timothy S. Durham and Terry Whitesell share  certificates,
               duly endorsed for transfer with all requisite transfer stamps (if
               any) affixed  thereto  accompanied by duly executed stock powers,
               representing all of the issued and outstanding  shares of capital
               stock of Pyramid, American Coach, and Precision as at the Closing
               (the "PAP Stock");

               (ii) to DW  Leasing  Company a title and Bill of Sale for each of
               the  Coaches  free  and  clear  of all  Liens,  for an  aggregate
               purchase price as determined pursuant to Section I (b) below,

     (b) Purchase  Price.  At Closing,  Buyers  shall  deliver to the Sellers in
     payment for the sale of the PAP Stock and the Coaches the following:

               (i) a certified  check or wire  transfer for Five  Million  Eight
               Hundred Ten Thousand and 00/ 100 Dollars ($5,810,000.00),

               (ii) a letter directed to Mr. Edward 0. Powell, Sellers' counsel,
               authorizing  him to release to Sellers  the Ninety  Thousand  and
               00/100 Dollars ($90,000.00) currently being held in escrow by Mr.
               Powell pursuant to the Letter of Intent, and

               (iii)a  promissory note from DW Leasing Company,  Terry Whitesell
               and Timothy S. Durham to Larry Michael in the principal amount of
               One  Hundred  Thousand  and  00/100  Dollars   ($100,000.00),   a
               promissory  note from DW Leasing  Company,  Terry  Whitesell  and
               Timothy S. Durham made jointly to Jeff Michael and Bobby  Michael
               in the principal sum of Seven Hundred  Twenty Seven Thousand Five
               Hundred  ($727,500.00)  and a  promissory  note  from DW  Leasing
               Company, Terry Whitesell and Timothy S. Durham to Jennifer George
               in the principal sum of One Hundred  Thousand and 00/100  Dollars
               ($100,000.00) (collectively "the Notes"). Each of the Notes shall
               be for a three (3) year term with  interest  accruing at the rate
               of nine per cent (9%) per annum and monthly  payments  that shall
               be  interest  only  payable  on the  first of each  month and the
               entire principal balance then remaining  becoming due and payable
               on the first day of the 37th month.  The sales price  includes an
               amount  agreed to by the  parties  to be the Net  Purchase  Price
               Adjustment (as it is set forth on Schedule  l(b)(iii)).  The Note
               payable to Jeff Michael and Bobby  Michael shall be secured by DW
               Leasing Company granting a security  interest in one motor coach,
               the accounts receivable of DW Leasing Company and Pyramid,  and a
               pledge of the common stock of Pyramid held by Terry Whitesell and
               Timothy S.  Durham as more fully  described  in certain  Security
               Agreements of even date herewith.  In addition,  Terry  Whitesell
               and Timothy S. Durham agree to provide  life  insurance to secure
               the  Notes in an amount  equal to the  principal  balance  of the
               Notes.  The amount of life insurance  securing the Notes shall be
               reduced as the balance of the Notes are reduced.

     (c) Allocation of Purchase Price.  The purchase price shall be allocated to
     the purchase of the stock and the Coaches as described in Schedule I (c).



<PAGE>


Section 2. Covenants of the Sellers.
                     ---------------

       (a) Affirmative Covenants of the Sellers and the Corm)any. From December
       31, 1998 to the Closing, unless Buyers otherwise agree in writing, each
       of the Sellers and each of the Companies, jointly and severally, covenant
       and agree as follows:

                 (i) The Sellers have caused the Companies to, and the Companies
                 will have, conducted their business in the ordinary course of
                 business. Without limiting the generality of the foregoing, the
                 Sellers will have caused the Companies to maintain their books
                 and records, pay expenses and payables, bill customers, collect
                 receivables, purchase inventory, perform all maintenance and
                 repairs necessary to maintain their facilities, equipment, and
                 the Coaches in good operating condition (normal wear and tear
                 excepted), replaced inoperable, worn out or obsolete assets
                 with assets of comparable quality, maintained an appropriate
                 level of insurance and continue to make capital expenditures in
                 accordance with their fiscal 1999 capital expenditure budget,
                 in each case, in the ordinary course of business in accordance
                 with past custom and practice;

                 (ii) The Sellers have caused the Companies to, use reasonable
                 best efforts to preserve present business relationships with
                 all material customers, suppliers and distributors of the
                 Companies, to the extent such relationships are beneficial to
                 the Companies and their business, and except as otherwise
                 directed by Buyers, to encourage the Companies' employees to
                 continue their employment with the Companies both before and
                 after the Closing;

                 (iii) The Sellers will, and have caused the Companies to, and
                 the Companies have, made all registrations, filings and
                 applications, and obtained all Consents (as defined in Section
                 5(as necessary for the consummation of the transactions
                 contemplated by the Transaction Documents and to cause the
                 other conditions to Buyers' obligation to close to be satisfied
                 (including the execution and delivery of all Contracts
                 contemplated hereunder to be so executed and delivered and
                 taking any such additional action as Buyer may reasonably
                 request to effect, confirm or evidence the transactions
                 contemplated by this Agreement); provided, that,
                 notwithstanding the foregoing, the Sellers will provide copies
                 of all, documentation necessary to comply with this Section
                 2(a) to Buyers for their review and approval prior to
                 submitting such documentation to the appropriate Persons; and

                 (iv) The Sellers will cause the Company to have terminated
                 (without any Liability to any of the Companies) all related
                 party loans or other related party contracts with owners or
                 their family members including the Contracts designated with an
                 asterisk on Schedule 5(Q).

        (b) Negative Covenants of the Sellers and the Companies. From December
        31, 1998 to the Closing, without Buyers' prior written consent, each of
        the Sellers and each of the Companies covenant, jointly and severally,
        that they have not and will not cause any of the Companies to:

                  (i) except as expressly contemplated by this Agreement, take
                  or omit to take any action which, individually or in the
                  aggregate could be reasonably anticipated to have a material
                  adverse effect upon the business, financial condition,
                  operating results, employee relations, customer relations,
                  assets, operations, rights or business prospects of the
                  Companies;

                  (ii) pay any dividend or bonus or make any other similar
                  distribution or except as expressly contemplated by this
                  Agreement, redeem purchase or otherwise acquire, directly or
                  indirectly, any shares of its capital stock or make any loan
                  or enter into any transaction with or distribute any assets or
                  property to any of its officers, directors, shareholders,
                  Affiliates or other Insiders;

                  (iii) sell, lease, license or otherwise dispose of any
                  interest in any of the Companies' tangible or intangible
                  assets or permit any of the Companies' assets or property to
                  be subjected to any Lien; or

                  (iv) except as expressly contemplated by this Agreement,
                  terminate, modify or amend any material Contract or any
                  Consent of, with or to any Governmental Entity or enter .into
                  any new material Contract, or amend any Companies' charter
                  documents or bylaws.

Section 3. Conditions to Obligation of Buyer.

           The obligation of a Buyer to consummate the transactions to be
           performed by it in connection with the Closing is subject to the
           satisfaction of the following conditions as of the Closing:

          (a) Representations and Warranties. The representations and warranties
          set forth in Section 5 shall be true and correct at and as of the
          Closing as though then made.

          (b) Performance of Covenants. Each of the Sellers and each of the
          Companies shall have performed in all respects all of their covenants
          and agreements required to be performed by them pursuant to the
          Transaction Documents prior to the Closing Date.

          (c) Compliance with Legal Requirements. The consummation of the
          transactions contemplated by the Transaction Documents will not be
          prohibited by any Legal Requirement or subject Buyers or the Companies
          to any penalty or liability or other onerous condition arising under
          any Legal Requirement or imposed by any Governmental Entity.

          (d) Consents. All filings, notices, approvals and other Consents of,
          to or with, any Governmental Entity, any financing party doing
          business with a Company, or any other Person that are required for:
          (i) the consummation of the transactions contemplated by the
          Transaction Documents; (ii) Buyers to be able to prepay on the Closing
          Date the Company's outstanding Indebtedness in full without any
          premium or penalty; (iii) the maintenance of any lending relationship
          with the Company's or Buyer's direct or indirect financiers; or (iv)
          the conduct of the business of the Companies as heretofore conducted,
          will have been duly made or obtained by the Sellers.

          (e) Opinion of Counsel to Sellers. Buyers shall have received from
          counsel for the Sellers, an opinion in substantially the same form and
          terms as set forth in Schedule 3(e) attached hereto, which shall be
          addressed to Buyers and dated the Closing Date.

          (f)  Proceedings,  etc.  All  proceedings  to be  taken  by any of the
          Sellers and the Company in  connection  with the  consummation  of the
          transactions   contemplated  by  the  Transaction  Documents  and  all
          certificates,  opinions,  Contracts  and other  documents  received by
          Buyers in connection  therewith (including pursuant to this Section 3)
          will be  satisfactory in form and heir sole  discretion.  substance to
          Buyers in their sole discretion.

        A Buyer may waive any condition specified in this Section 3 if it
executes a writing so stating at or prior to the Closing.

Section 4. Conditions to Obligation of Sellers.

        The obligation of the Sellers to consummate the transactions to be
performed by them in connection with the Closing is subject to satisfaction of
the following conditions as of the Closing:

          (a) Representations and Warranties. The representations and warranties
          set  forth in  Section  6 shall be true and  correct  at and as of the
          Closing Date.

          (b)  Performance  of  Covenants.  Buyers  shall have  performed in all
          material  respects all of the covenants and agreements  required to be
          performed  by them under  this  Agreement  on or prior to the  Closing
          Date.

        The Sellers may waive any condition specified in this Section 4 if they
execute a writing so stating at or prior to the Closing.

Section 5. Representations and Warranties of the Sellers.

        As a material inducement to Buyers to enter into and perform their,
obligations under this Agreement each Company and each Seller, jointly and
severally, represents and warrants to Buyers that each statement contained in
this Section 5 is true and correct as of the date hereof and will be true and
correct as of the Closing Date.

         (a) Organization. Con)orate Power and Licenses of Company. Pyramid
         Coach, Inc. and American Coach Works, Inc. are corporations duly
         organized, validly existing and in good standing under the laws of the
         State of Tennessee, which is the only jurisdiction in which their
         ownership of property or conduct of business requires them to be
         qualified. Transport Trailer Service, Inc., Rent-A-Box, Inc., and
         Precision Coach, Inc. are corporations duly organized, validly existing
         and in good standing under the laws of the State of Mississippi, which
         is the only jurisdiction in which their ownership of property or
         conduct of business requires them to be qualified. LBJ, LLC is a
         limited liability company duly organized, validly existing and in good
         standing under the laws of the State of Mississippi, which is the only
         jurisdiction in which its ownership of property or conduct of business
         requires it to be qualified. The Companies possess all requisite
         corporate power and authority and all material licenses, permits and
         authorizations necessary to own and operate their properties, to carry
         on their businesses as now conducted and as presently proposed to be
         conducted and to carry out the transactions contemplated by this
         Agreement. Copies of the Companies' charter documents and bylaws
         provided to Buyers and Buyer's counsel reflect all amendments made
         thereto at any time prior to the Closing Date and are correct and
         complete.

          (b)  Capital  Stock  and  Related  Matters.  As of the  Closing,  each
          Company's  capital  stock  shall  consist of the number of  authorized
          shares of common  stock,  and the  number  of issued  and  Outstanding
          common stock held  beneficially and of record as set forth on Schedule
          5(b)  hereto.  As of the  Closing,  except  the  shares  set  forth on
          Schedule 5(b), the Companies  shall not have  outstanding any stock or
          securities convertible or exchangeable for any shares of their capital
          stock or containing any profit participation  features, nor shall they
          have outstanding any rights or options to subscribe for or to purchase
          their  capital stock or any stock or  securities  convertible  into or
          exchangeable for their capital stock or any stock appreciation  rights
          or phantom stock plans. As of the Closing,  all of the PAP Stock shall
          be validly issued, fully paid and nonassessable. Immediately after the
          Closing,  Timothy S. Durham and Terry  Whitesell shall own 100% of the
          issued  and  outstanding  capital  stock of PAP free and  clear of any
          Liens. There are no statutory or contractual stockholders,  preemptive
          rights  or  rights of  refusal  with  respect  to the PAP  Stock.  The
          Companies have not violated any applicable federal or state securities
          laws in  connection  with the offer,  sale or issuance of any of their
          capital stock.  There are no agreements  with respect to the voting or
          transfer of the PAP Stock or with respect to any other aspect of PAP's
          affairs.  No former  shareholder  of PAP (including but not limited to
          April Michael, Steve Nuckols, Tim Dillman or Dillman Trucking, Inc. or
          its  officers,  shareholders  or  directors)  has any  claim or fights
          against   PAP,  the  PAP  Stock  or  PAP's   officers,   directors  or
          shareholders.

          (c) Subsidiaries: Investments. American Coach and Pyramid Coach do not
          control, directly or indirectly, any other corporation, or any limited
          liability  company,  partnership,  joint  venture,  association or any
          other business entity, and they do not own any shares of capital stock
          or any other  securities  of,  and have not at any time made any other
          investment in, any other Person.  Except for Precision's  ownership of
          5,000  shares of common stock of Pyramid and 10 shares of common stock
          of American  Coach,  it does not now control,  directly or indirectly,
          any other corporation, or any limited liability company,  partnership,
          joint venture,  association or any other business entity,  and it does
          not own any shares of capital  stock or any other  securities  of, and
          has not at any time made any other investment in, any other Person.

          (d) Authorization:  No Breach. The execution, delivery and performance
          of the  Transaction  Documents to which any of the Companies or any of
          the Sellers are a party,  have been duly  authorized  by the Companies
          and/or the Sellers,  as the case may be. Each Transaction  Document to
          which a Seller or a Company is a party constitutes a valid and binding
          obligation of such Person,  enforceable in accordance  with its terms.
          The execution and delivery by the Sellers and by the Companies of this
          Agreement,  and all  other  Transaction  Documents  to which a Company
          and/or a Seller (as appropriate) is a party and the fulfillment of and
          compliance  with the respective  terms hereof and thereof,  do not and
          shall  not (i)  conflict  with or  result  in a breach  of the  terms,
          conditions or provisions of, (ii)  constitute a default  under,  (iii)
          result in the creation of any Lien upon a Company's stock or any asset
          or property of any Company,  any Seller, or any Affiliate pursuant to,
          (iv) give any third party the right to modify, terminate or accelerate
          any obligation under, (v) result in a violation of or (vi) require any
          exemption  or other action by or notice or  declaration  to, or filing
          with or other Consent from, any  Governmental  Entity pursuant to, the
          charter or bylaws of a Company,  or any Legal  Requirement  to which a
          Company,  a  Seller  or  any  Affiliate  or  any of  their  assets  or
          properties is subject, or any Contract,  order,  judgment or decree to
          which a Company,  a Seller or any  Affiliate or any of their assets or
          properties is subject..

          (e)  Financial  Statements.  Attached  hereto as Schedule 5(e) are the
          following financial statements:

Company                              Year-end                 Nine months ended

Pyramid                             December 31, 1998         September 30, 1999
Precision                           1998 Tax Return           September 30, 1999
American                            December 3l,1998          September 30, 1999
LBJ                                 1998 Tax return           September 30, 1999
RAB                                 December 31, 1998         September 30, 1999

     Each of the Financial  Statements are consistent with the books and records
of the  respective  Company  (which,  in turn,  are accurate and complete in all
material  respects) and presents  fairly the financial  condition and results of
operations  of the  Companies  in  accordance  with filing tax returns  with the
Internal  Revenue  Service  on a  consistent  basis as of the  dates and for the
periods set forth  therein.  Since the date of the  Financial  Statements  dated
September  30,  1999,  there has not been any  adverse  change in the  business,
assets, Net Worth, financial condition,  operating results,  employee relations,
customer or manager relations or business prospects of the Companies.

          (f)  Absence  of  Undisclosed  Liabilities.   The  Companies  have  no
          Liability  and, to the  knowledge  of the  Companies  and the Sellers,
          there is no basis for any proceeding, hearing, investigation,  charge,
          complaint  or claim  with  respect  to any  Liability,  except for (i)
          Liabilities   reflected  on  the   Financial   Statements,   and  (ii)
          Liabilities  which have  arisen  since the date of the  Balance  Sheet
          dated  September 30, 1999 in the ordinary  course of business (none of
          which  relates  to  breach of  contract,  breach  of  warranty,  tort,
          infringement,  violation of or liability under any Legal Requirements,
          or any  action,  suit or  proceeding  and none of  which  is  material
          individually or in the aggregate),

          (g) Assets.  Set forth on the attached  Schedule 5(g)(i) is a complete
          list of all  vehicles,  inventory,  equipment and other assets of PAP.
          PAP have good and marketable  title to, or a valid leasehold  interest
          in, the  properties  and assets  listed in Schedule  5(g)(i),  used by
          them,  located on their  premises,  shown on the Financial  Statements
          dated  September 30, 1999, or acquired  thereafter,  free and clear of
          all  Liens,  except  for  properties  and  assets  disposed  of in the
          ordinary course of business since the date of the Financial Statements
          dated September 30, 1999 for fair value and except for Liens disclosed
          on the Financial  Statements  dated  September 30, 1999 (including any
          notes  thereto) and Liens for current  property  taxes not yet due and
          payable. Except as described on the attached Schedule 5(g)(ii),  PAP's
          vehicles,  buildings,  equipment  and other  tangible  assets  and the
          Coaches are in good and safe operating  condition,  are fit for use in
          the ordinary course of business. At Closing, the Coaches and all other
          vehicles shall bear current licenses and valid and current  inspection
          certificates  and  comply  with all  applicable  statutes,  rules  and
          regulations  including  but not  limited to those  promulgated  by the
          United States  Department of Transportation  and  corresponding  state
          Departments of  Transportation.  Except for the liens and encumbrances
          listed on the attached  Schedule  5(g)(iii),  PAP owns, or has a valid
          leasehold   interest  in,  all  Properties  and  assets  necessary  or
          desirable for the conduct of their businesses as presently  conducted.
          Schedule 5(g)(iv) is a complete list of all Liens on the Coaches as of
          October 4,1999 and the Coaches have not been subject to any additional
          Liens since October 4, 1999 to Closing,

          (h) Tax Matters.

               (i) The Companies and each member of their  Affiliated  Group has
               timely  filed all Tax  Returns  required  to be filed by it, each
               such Tax Return has been  prepared in  compliance  with all Legal
               Requirements,  and all such Tax Returns are true and  accurate in
               all  respects.  All Taxes due and  payable by a Company  and each
               member of its  Affiliated  Group have been paid.  With respect to
               all Taxes for 1999 and the liabilities thereon, the Companies and
               each  member of its  Affiliated  Group  has  accrued  or  prepaid
               sufficient  amounts  to pay all state and  federal  income  taxes
               through  September  30, 1999 and is reflected in the Net Purchase
               Price Adjustment.

               (ii) Except as set forth in Schedule 5(h) attached hereto:

                           (A) neither the Companies nor any member of their
                           Affiliated Group has consented to extend to a date
                           later than the date hereof the time in which any Tax
                           may be assessed or collected by any taxing authority;

                           (B) no deficiency or proposed adjustment which has
                           not been settled or otherwise resolved for any amount
                           of Tax has been proposed, asserted or assessed by any
                           taxing authority against the Companies or any member
                           of their Affiliated Group:

                           (C) there is no action, suit, taxing authority
                           proceeding or audit now in progress, pending or, to
                           each of the Companies' or the Sellers' knowledge,
                           threatened against or with respect to the Companies
                           against or with respect to any Affiliated Group;

                           (D) the Companies have no liability for the payment
                           of Taxes of any other Person, including a Liability
                           of the Company for the payment of any Tax arising (A)
                           as a result of being (or ceasing to be) a member of
                           any Affiliated Group (or being included (or required
                           to be included) in any Tax Return relating thereto),
                           (B) as a result of any expressed or implied
                           obligation to indemnify another Person, and (C) as a
                           result of the Companies assuming or succeeding to the
                           Tax Liability of any other Person as a successor,
                           transferee or otherwise;

                           (E) there are no Liens for Taxes (other than for
                           current Taxes not yet due and payable) upon any of
                           the assets of any Company;

                           (F) no Seller or Company reasonably expects any
                           taxing authority to claim or assess any amount of
                           additional Taxes against a Company or any member of
                           their Affiliated Group;

                           (G) no claim has ever been made by a taxing authority
                           in a jurisdiction where the Companies or any member
                           of their Affiliated Group does not file Tax Returns
                           that the Companies are or may be subject to Taxes
                           assessed by such jurisdiction; and

                           (H) neither the Companies nor any member of their
                           Affiliated Group has made any payment, or is or will
                           become obligated (under any contract entered into on
                           or before the Closing Date) to make any payment, that
                           will be non-deductible under Section 280G of the Code
                           (or any corresponding provision of state, local or
                           foreign income Tax law).

     (i) Contracts and Commitments

                  (i) Except as expressly contemplated by this Agreement or as
                  set forth on the attached Schedule 5(i) or the attached
                  Schedule 5(o), none of the Companies are a party to or are
                  bound by any written or oral:

                           (A) pension, profit sharing, stock option, employee
                           stock purchase or other plan or arrangement providing
                           for deferred or other compensation to employees or
                           any other employee benefit plan or arrangement, or
                           any collective bargaining agreement or any other
                           Contract with any labor union, or severance
                           agreements, programs, policies or arrangements;

                           (B) Contract for the employment of any officer,
                           individual employee or other Person on a full-time,
                           part-time, consulting or other basis providing annual
                           compensation in excess of $30,000 (or providing for
                           the payment of any cash or other compensation upon a
                           change in control of a Company) or Contract relating
                           to loans to officers, directors, shareholders or
                           Affiliates;

                           (C) Contract under which a Company has advanced or
                           loaned any other Person amounts in the aggregate
                           exceeding $10,000;

                           (D) Contract relating to borrowed money) or other
                           Indebtedness (including any letter of credit
                           arrangements) or the mortgaging, pledging or
                           otherwise placing a Lien on any asset of the
                           Companies;

                           (E) guarantee of any obligation in excess of $10,000;

                           (F) Contract under which a Company is lessee of or
                           holds or operates any property, real or personal,
                           owned by any other party, except for any lease of
                           real or personal property under which the aggregate
                           annual rental payments do not exceed $10,000;

                           (G) Contract under which a Company is lessor of or
                           permits any third party to hold or operate any
                           property, real or personal, owned or controlled by a
                           Company that involves consideration in excess of $
                           10,000;

                           (H) Contract or group of related Contracts with the
                           same party or group of affiliated parties the
                           performance of which involves consideration in excess
                           of $ 10,000;

                           (I) assignment, license, indemnification or other
                           Contract with respect to any intangible property
                           (including any Intellectual Property);

                           (J) warranty Contract with respect to its services
                           rendered which contains terms and conditions that
                           differ in any material respect from Company's
                           standard warranty terms and conditions, if any;

                          (K) Contract under which it has granted any Person any
                          registration rights (including demand or Piggyback
                          registration rights); or.

                          (L) any other Contract which is material to its
                          operations and business prospects or involves a
                          consideration in excess of $10,000 annually.

         (ii) With respect to the Companies' obligations thereunder and, with
         respect to the obligations of the other parties thereto, all of the
         Contracts set forth or required to be set forth on the attached
         Schedule 5(l) or any other Schedule hereto are valid, binding and
         enforceable in accordance with their respective terms. The Companies
         have performed all material obligations required to be. performed by
         them, under such Contracts and are not in default under or in breach of
         nor in receipt of any claim of default or breach under any such
         Contract; no event has occurred which with the passage of time or the
         giving of notice or both would result in a default, breach or event of
         noncompliance by a Company under any such Contract;

         (iii) A true, correct and complete copy of each of the written
         Contracts, and an accurate description of each of the oral Contracts
         which are referred to on the attached Schedule 5(i). have been made
         available to Buyer.

     (j) Intellectual  Property Rights. The Companies own and possess all right,
     title and interest in and to or has valid and enforceable  licenses to use,
     all of the Intellectual  Property necessary or desirable for the conduct of
     their  respective  businesses  as  now  conducted  and  as  proposed  to be
     conducted, without any conflict or infringement of the rights of others and
     free and clear of all  Liens.  The  attached  Schedule  5(j) sets forth all
     registered Intellectual Property (or applications for registration thereof)
     owned an used or held for use by the Companies and also contains details of
     all material unregistered  Intellectual Property (including software).  The
     Companies have taken reasonable measures to maintain the confidentiality of
     the  processes  and formulae,  research and  development  results and other
     know-how  or trade  secrets  of the  Companies,  the  value of which to the
     Companies is contingent  upon  maintenance of the  confidentiality  thereof
     Except as set forth on Schedule  5(j),  none of the Companies have received
     any communication  that it has violated,  or, by conducting its business as
     proposed, would infringe or conflict with, any Intellectual Property of any
     other  Person.  Except as set forth on Schedule  5(j) neither the Companies
     nor the  Sellers  are  aware  of any  third  party  that is  infringing  or
     violating any of the Companies' Intellectual Property.  Except as set forth
     on the Schedule  5(j), the Companies have not granted any license or option
     or entered  into any  agreement  of any kind with respect to the use of its
     Intellectual Property.

     (k)  Litigation.  Except as set forth on the attached  Schedule  5(k),  and
     except for such matters that are fully covered by each Companies' insurance
     policies, there are no actions, suits, Proceedings,  orders, investigations
     or claims pending or threatened  against or affecting the Sellers or any of
     the  Companies  (or pending or  threatened  against or affecting any of the
     officers,  directors  or  employees  of the  Companies  with respect to the
     Companies'  businesses  or  proposed  business  activities),  or pending or
     threatened by the Companies or the Sellers  against any third party, at law
     or in  equity,  or  before or by any  Governmental  Entity  (including  any
     actions,   suits.   proceedings  or  investigations  with  respect  to  the
     transactions  contemplated  by  the  Transaction  Documents);  neither  the
     Sellers nor the Companies are subject to any arbitration  proceedings under
     collective   bargaining   Contracts  or   otherwise  or  any   governmental
     investigations  or inquiries;  and,  there is no valid basis for any of the
     foregoing.  Neither  the  Sellers  nor the  Companies  are  subject  to any
     judgment  order or decree of any court or other  Governmental  Entity,  and
     neither  the  Sellers  nor the  Companies  have  received  any  opinion  or
     memorandum  or legal  advice  from legal  counsel to the effect  that it is
     exposed,  from a legal standpoint,  to any liability or disadvantage  which
     may be material to its business.

     (l) Brokerage. There are no claims for brokerage commissions, finders' fees
     or similar compensation in connection with the transactions contemplated by
     this Agreement  based on any Contract  binding upon any of the Companies or
     the Sellers.  The Sellers  shall pay and hold the Buyers and the  Companies
     harmless against,  any Liability  (including  reasonable attorneys fees and
     out-of-pocket expenses) arising in connection with any such claim.

     (m)  Insurance.  The  attached  Schedule  5(m)  lists  and  describes  each
     insurance policy maintained for or on half of the Companies with respect to
     their properties,  assets and business.  All of such insurance policies are
     in full  force and  effect,  and no  default  exists  with  respect  to the
     obligations  of the  Companies  or the  Sellers  under  any such  insurance
     policies  and  neither  the Sellers nor the  Companies  have  received  any
     notification  of  cancellation  of  any of  such  insurance  policies.  The
     insurance  coverage of each Company is of a type and amount  customary  for
     entities of similar  size engaged in similar  lines of business.  Except as
     set forth on Schedule 5(m), the Companies do not have any self-insurance or
     co-insurance  programs,  or liability for retrospective  insurance premiums
     for any period  prior to  Closing.  No  cancellation  fee or penalty and no
     short  rating or claw back of premium,  will be  suffered by the  Companies
     should the Companies' insurance policies be cancelled at, or within 30 days
     after Closing.  Such a cancellation  would trigger a full, pro rata, refund
     of prepaid insurance  premiums.  Pursuant to Section 8(g),  Companies shall
     maintain all  insurance  policies that were in effect just prior to Closing
     until  such time that the risk of loss for a Coach  has  transferred  to DW
     Leasing Company.

     (n)  Employees.  Neither the  Companies  nor the Sellers are aware that any
     executive or key employee of the Companies or any group of employees of the
     Companies has any plans to terminate employment with the Companies. Neither
     the Companies nor, to the Company's and the Sellers' knowledge, none of the
     Company's   employees  is  subject  to  any   non-compete,   nondisclosure,
     confidentiality,  employment,  consulting or similar Contracts relating to,
     affecting or in conflict with the present or proposed  business  activities
     of the Company.

     (o) ERISA.

          (i) Except as disclosed on the attached  Schedule  5(o), the Companies
          do not  maintain,  contribute  to or  have  any  actual  or  potential
          liability with respect to any Employee Benefit Plan.

          (ii) The Companies do not  maintain,  contribute to or have any actual
          or  potential  liability  with  respect to any  active or  terminated,
          funded or unfunded (x) multiemployer plan (as defined in Section 3(37)
          of ERISA).  (y) defined  benefit plan (as defined in Section  3(35) of
          ERISA) or (z) plan or arrangement  to provide  medical,  health,  life
          insurance or other welfare-type benefits for current or future retired
          or terminated  employees  (except for limited continued health benefit
          coverage  required to be provided  under  Section 4980B of the Code or
          similar state law),  where such plan  described in (x), (y) or (z) was
          or is maintained or  contributed  to by the Companies or any member of
          its Controlled Group (within the meaning of Code Section 414).

          (iii) Each of the  Companies'  Employee  Benefit Plans and all related
          funding  arrangements  comply in form and operation with its terms and
          the  applicable  requirements  of ERISA,  the Code and any other Legal
          Requirements.  Each  Employee  Benefit  Plan  that is  intended  to be
          qualified  under Section 401(a) of the Code,  and each trust,  if any,
          forming a part thereof, has received a favorable  determination letter
          that it  qualifies  under the Code (and that its trust is exempt  from
          tax  under  the  Code)  and such  favorable  letter  includes  changes
          required by the 1986 Tax Reform Act.  Nothing has  occurred  since the
          date of such  favorable  determination  letter  that  could  adversely
          affect the qualified  status of such Plan or the tax-exempt  status of
          the trust.

          (iv)  None of the  Companies,  any  trustee  or  administrator  of any
          Employee  Benefit Plan or other Person has engaged in any  transaction
          with  respect to any  Employee  Benefit  Plan that could  subject  the
          Company  or any of  its  employees  to any  tax or  penalty  or  other
          Liability imposed by ERISA or the Code or any other Legal Requirement.
          No actions, suits, investigations or claims with respect to any of the
          Employee  Benefit  Plans (other than routine  claims for benefits) are
          pending or, to the knowledge of the Company or the Sellers threatened,
          and  neither the  Companies  nor the Sellers are aware of any facts or
          circumstances  which could give rise to or be expected to give rise to
          any such actions,  suits,  investigations or claims. All contributions
          which are due under each  Company's  Employee  Benefit  Plans has been
          made and all other contributions have been properly accrued.  There is
          no unfunded liability that is not accurately and properly reflected in
          the Financial  Statements  and no such  liability has accrued prior to
          Closing. The Companies have complied with all reporting and disclosure
          obligations applicable to the Employee Benefit Plans.

          (v) With respect to each Company's  Employee Benefit Plan, the Sellers
          have provided Buyers with true,  complete and correct  copies,  to the
          extent applicable of (i) all documents  pursuant to which the Employee
          Benefit Plans are maintained,  funded and  administered,  (ii) the two
          most recent annual  reports (Form 5500 series) filed with the Internal
          Revenue  Service  (with  attachments),   (iii)  the  two  most  recent
          actuarial reports, (iv) the two most recent financial statements,  (v)
          all  governmental  rulings,  determinations  and opinions (and pending
          requests for governmental rulings,  determinations and opinions),  and
          (vi) the most recent  valuation (but in any case at least one that has
          been  completed  within the last  calendar  year) of the  present  and
          future benefit  obligations under each Company's Employee Benefit Plan
          that  provides   post-retirement  or  post-employment,   health,  life
          insurance, accident or other "welfare-type" benefits .

     (p)  Compliance  with  Laws.  The  Companies  have  complied  with  and are
     currently in Compliance with all applicable laws, ordinances, codes, rules,
     requirements,  regulations and other Legal Requirements of all Governmental
     Entities  relating to the operation and conduct Of their  businesses or any
     of  their  properties  or  facilities,  including  all  Legal  Requirements
     relating  to  employment  of  labor  and  all   Environmental   and  Safety
     Requirements, and neither the Company nor any Seller has received notice of
     any violation of any of the foregoing (whether material or not).

     (q) Affiliated  Transactions.  Except as set forth on the attached Schedule
     5(q), no officer, director, employee, shareholder or Affiliate of a Company
     or any  individual  related  by blood,  marriage  or  adoption  to any such
     individual  or any entity in which any such Person or  individual  owns any
     beneficial  interest  (an  "Insider"),  is a party to any  Contract  with a
     Company  or has any  interest  in any  property,  asset or right  used by a
     Company or  necessary  or  desirable  for its  business or has received any
     payment since the Latest Balance Sheet. All such Insider Contracts shall be
     terminated  as at  Closing,  except  for  the  Transaction  Documents.  Any
     payables  owing by a Company to any  Affiliate of a Company shall be funded
     and paid out of the Closing proceeds due to Sellers.

     (r) Customers and Suppliers.

          (i) Sellers have supplied a list of the ten largest customers of
          Pyramid (on a consolidated basis) for each of the two most recent
          fiscal years. Such list was true and accurate as of the date provided
          by Sellers.

          (ii) December 31, 1998, no material supplier of a Company has
          indicated that it shall stop, or materially decrease the rate of,
          supplying materials, products or services to a Company and no customer
          listed on the list of ten largest customers has indicated that it
          shall stop, or materially decrease the rate of, purchasing/leasing bus
          services from Pyramid.

     (s) Real Property. The Companies do not own any Real Property. The attached
     Schedule  5(s)  lists  all real  property  leased  by the  Companies  (such
     property  is  referred  to herein as the " Leased  Premises").  The  Leased
     Premises  are the only real estate  leased by a Company.  The leases  under
     which a Company  leases the Leased  Premises  are in full force and effect.
     With respect to each Leased  Premises:  (i) such leases are at market value
     rental rates, and are legal,  valid,  binding and enforceable in accordance
     with their terms, and (ii) no party thereto is in breach or default, and no
     event  has  occurred   (including  the  consummation  of  the  transactions
     contemplated hereby) which, with or without the lapse of time or the giving
     of notice, would constitute such a breach or default or permit termination,
     modification, or acceleration under such leases.

     (t) Environment- Health and Safety.

          (i) Neither the Sellers nor the Companies have received any written or
          oral notice,  report or other  information  regarding any Liabilities,
          including  any  investigatory,  remedial  or  corrective  obligations,
          relating to the  business  of a Company or relating to the  facilities
          owned or leased by a  Company  and  arising  under  Environmental  and
          Safety Requirements.

          (ii) None of the following exists at any property or facility owned or
          operated  by  a  Company:   (A)   underground   storage   tanks;   (B)
          asbestos-containing  material in any form or condition;  (C) materials
          or equipment containing  polychlorinated  biphenyls;  or (D) landfills
          surface impoundments or other disposal areas.

          (iii) The Companies have not treated,  stored,  disposed of,  arranged
          for or permitted the disposal of transported, handled, or released any
          substance, including any hazardous substance, or owned or operated any
          property or facility (and no such property or facility is contaminated
          by any such  substance)  in a manner that has given or could give rise
          to  liabilities  of a Company,  including  any  liability for response
          costs,  corrective  action costs,  personal  injury,  property damage,
          natural   resources   damages  or  attorney  fees,   pursuant  to  the
          Comprehensive  Environmental Response.  Compensation and Liability Act
          of 1980,  as amended  ("CERCLA")  or the Solid Waste  Disposal Act. as
          amended ("SWDA") or any other Environmental and Safety Requirements.

          (iv) No facts,  events or  conditions  relating to the past or present
          facilities,  properties or operations of a Company will prevent hinder
          or  limit   continued   compliance  with   Environmental   and  Safety
          Requirements,  give rise to any investigatory,  remedial or corrective
          obligations pursuant to Environmental and Safety Requirements, or give
          rise to any other  Liabilities  pursuant to  Environmental  and Safety
          Requirements, including any relating to onsite or off site releases or
          threatened  releases of  hazardous  materials,  substances  or wastes,
          personal injury, property damage or natural resources damage.

          (v) Neither this Agreement nor the  consummation  of the  transactions
          contemplated  by  the   Transaction   Documents  will  result  in  any
          obligations  to a  Company  for  site  investigation  or  cleanup,  or
          notification to or consent of any Governmental  Entity or third party,
          pursuant   to  any  of  the   so-called   "transaction-triggered"   or
          "responsible property transfer" Environmental and Safety Requirements.

          (vi) The Companies have not, either  expressly or by operation of law,
          assumed or undertaken  any  Liability,  including any  obligation  for
          corrective  or  remedial  action,  of any  other  Person  relating  to
          Environmental and Safety Requirements.

     (u) Disclosure.  Neither this Agreement nor any of the exhibits, schedules,
     attachments,  written  statements,  documents,  certificates or other items
     prepared  and  supplied  to Buyers,  by or on behalf of the  Sellers or the
     Companies, with respect to the transactions contemplated by the Transaction
     Documents, when taken together,  contain any untrue statement of a material
     fact or omit a material  fact  necessary to make each  statement  contained
     herein  or  therein  not  misleading;  There is no fact  which has not been
     disclosed to Buyers in writing of which any Company's  officers,  directors
     shareholders  or executive  employees is aware,  and which has had or would
     reasonably  be expected to have a material  adverse  effect on a Company or
     its business,  financial condition,  operating results, employee relations,
     customer relations,  assets,  rights or business  prospects.  Schedule 5(u)
     contains the written  responses  prepared by Sellers and provided to Buyers
     in response to Buyers' written due diligence request;  which responses were
     complete  and  accurate at the time  provided to Buyers and  continue to be
     complete and accurate through the Closing Date.

     (v) Licenses and Consents. The items listed on Schedule 5(v) constitute all
     of  the   permits,   authorities,   licenses,   consents,   authorizations,
     accreditations,  and the like (the  "Licenses")  currently  granted  by any
     Governmental Entity or any other Person to the Companies; and such Schedule
     5(v) also lists all filings,  notices,  approvals or waivers (collectively,
     the "Consents") which are required for the consummation of the transactions
     contemplated by the Transaction Documents.

     (w)  Powers of  Attorney.  There  are no  outstanding  powers  of  attorney
     executed on behalf of a Company.

     (x) Absence of Certain  Developments.  Except as set forth in Schedule 5(x)
     attached hereto, since December 31, 1998, no Company has:

         (i) redeemed or repurchased, directly or indirectly, any shares of
          capital stock or declared, set aside or paid any dividends or made any
          other distributions with respect to any shares of its capital stock;

         (ii) issued, sold or transferred any notes, bonds or other debt
          securities or any equity securities, securities convertible,
          exchangeable or exercisable into equity securities, or warrants,
          options or other rights to acquire equity securities, of the Company;

         (iii) borrowed any amount or incurred or become subject to any
          Indebtedness or other Liabilities, except trade payables and accrued
          liabilities incurred in the ordinary course of business;

          (iv)  mortgaged,  pledged or  subjected to any Lien any portion of its
          properties or assets; or

         (v) sold, leased, licensed (as licensor), assigned, disposed of or
          transferred (including transfers to the Sellers or any employees or
          Affiliates of a Company) any of its assets (whether tangible or
          intangible), except for sales of inventory in the ordinary course of
          business and sales of other assets not in excess of $10,000 in the
          aggregate;

          (vi) disclosed any proprietary confidential information to any Person;

          (vii) suffered any extraordinary losses or waived any rights of value,
          whether or not in the ordinary course of business;

          (viii)  suffered any theft,  damage,  destruction  or casualty loss in
          excess of $10,000, to its assets, whether or not covered by insurance;

          (ix) entered into,  amended,  accelerated  or terminated any Contract,
          taken any other action or entered into any other transaction involving
          more than $ 10,000 or otherwise  the ordinary  course of business,  or
          entered into any transaction with any director,  officer,  employee or
          other Insider (as defined in Section 5(q);

         (x) (A) made or granted any bonus or increase in the compensation or
         benefits of any employee or officer of a Company (other than in the
         ordinary course of business. upon notice to (and approval by) Buyers,
         and not in contemplation of this transaction or other similar
         transaction) or (B) entered into, amended, modified or terminated any
         Employee Benefit Plan, other than in the ordinary course of business;

         (xi) conducted its billing and collection of receivables (including its
         pre-billing practices for its customers) inventory purchases other than
         in the ordinary course of business or changed its pricing structure;

         (xii) made any capital expenditures or commitments in excess of $10,000
         therefore (other than in the ordinary course of business and in amounts
         sufficient to support a Company's ongoing business operations)

         (xiii) delayed or postponed the repair and maintenance of its
         properties or the payment of accounts payable, accrued liabilities and
         other obligations and liabilities;

         (xiv) made loans and or advances to, guarantees for the benefit of, or
         any investments in, any Persons in excess of $10,000 in the aggregate;

          (xv) instituted or settled any claim or lawsuit involving equitable or
          injunctive relief,

         (xvi) accelerated the collection of its accounts or notes receivable or
         delayed or postponed the payment of accounts payable and other
         liabilities and obligations;

         (xvii) granted any performance guarantees to its customers other than
         in the ordinary course of business and consistent with the policies and
         practices disclosed to Buyer;

         (xviii) instituted or permitted any material change in the conduct of
         its business, or; any change in its method of purchase, sale, lease,
         management, marketing, promotion or operation;

         (xix) acquire any other business or entity (or any significant portion
         or division thereof), whether by merger, consolidation or
         reorganization or by the purchase of its assets or stock; or

         (xx) committed to do any of the foregoing.

     (y) No acceleration  of Rights or Benefits.  A Company has not made, and is
     not  obligated to make,  any payment to any Person in  connection  with the
     transactions  contemplated  by the  Transaction  Documents.  No  rights  or
     benefits of any Person have been (or will be) accelerated or increased as a
     result  of  the  consummation  of  the  transactions  contemplated  by  the
     Transaction Documents.

     (z) Net Trading Assets/Inventory. At Closing, each Company's Net Worth will
     be at a level  consistent  with the level as at  September  30,  1999.  The
     inventory of each Company shown on the Financial Statements dated September
     30, 1999 and the inventory of each Company as of the Closing  Date,  net of
     the reserves applicable thereto,  consists of a quantity and quality usable
     and  saleable  in the  ordinary  course of  business,  is not  slow-moving,
     obsolete or damaged, is fit for its intended use, and is not defective.

     (aa) Accounts Receivable.

         (i) Except as set forth on Schedule 5(aa) attached hereto, all of the
         accounts and commissions receivable reflected on each Company's Balance
         Sheet dated September '30, 1999 are, and all of the accounts and
         commissions receivable to be reflected in the calculation of Net Worth
         at Closing will be, good and valid receivables (subject to no
         counterclaims or offset) and will be collected within 60 days after the
         Closing Date at the aggregate amount therefore as shown. Except as set
         forth on Schedule 5(aa), the Company does not have individual accounts
         or commissions which are over 60 days past due.

          (ii) As of the date hereof, no Person has, and as of the Closing Date,
          no Person will


<PAGE>


          have,  any  Lien on  such  receivables  or any  part  thereof,  and no
          agreement for  deduction,  free  services or goods,  discount or other
          deferred price or quantity adjustment will have been made with respect
          to any such receivables.

     (bb) Indebtedness. Schedule 5(bb) attached hereto describes Indebtedness of
     each Company as of the date of the  Agreement  and sets forth the principal
     amounts,  scheduled  amortizations,  and  interest  accruals  necessary  to
     calculate Indebtedness as of the Closing Date.

     (cc) Net  Purchase  Price  Adjustment.  Schedule I (b)(i)  attached  hereto
     accurately describes the Net Purchase Price Adjustment, an amount agreed to
     by the parties based on the Financial  Statements,  that reflects Pyramid's
     categorized assets less all accrued expenses, unpaid expenses, note payable
     on automobile and other liabilities of Pyramid as of September 30, 1999.

Section 6. Representations and Warranties of Buyers.

As a  material  inducement  to the  Sellers  to  enter  into and  perform  their
respective  obligations under this Agreement,  Buyers represent and warrant that
the  statements  contained in this Section 6 are true and correct as of the date
hereof and will be true and correct of the Closing Date.

     (a) DW Leasing Company,  LLC is a limited liability company duly organized,
     validly  existing,  and in good  standing  under  the laws of the  State of
     Mississippi;

     (b) Buyers have full  corporate  power and authority to execute and deliver
     this Agreement and to perform their obligations  hereunder.  This Agreement
     constitutes the valid and legally binding obligation of Buyers, enforceable
     in accordance with its terms and conditions.

     (c) The execution, delivery and performance of the Transaction Documents to
     which Buyers are a party do not and will not (i) conflict with or result in
     a breach of the  terms,  conditions  or  provisions  of (ii)  constitute  a
     default  under,  (iii)  result  in a  violation  of,  or (iv)  require  any
     authorization,   consent,  approval,   exemption  or  other  action  by  or
     declaration or notice to any  Governmental  Entity pursuant to, the charter
     or  bylaws  of  Buyers  or any  material  agreement,  instrument  or  other
     document,  or any  material  Legal  Requirement,  to which  Buyers or their
     assets are subject.

Section 7. Additional Agreements,

     (a)  Press  Releases.   Except  as  may  otherwise  be  required  by  Legal
     Requirements, the timing and content of all press releases and other public
     announcements and all announcements to each Company's customers,  licensors
     or employees  relating to the  transactions  contemplated by this Agreement
     and the other Transaction  Documents shall be determined by Buyers prior to
     the Closing Date and thereafter.

     (b) Expenses.  Except as otherwise provided herein or therein, Buyers shall
     pay their  own,  and the  Sellers  shall  pay their own and each  Company's
     expenses (including fees and expenses of legal counsel, investment bankers,
     brokers or other  representatives  and  consultants  and appraisal fees and
     expenses) incurred in connection with or related to the

<PAGE>


     sales process,  the negotiation of this Agreement and the other Transaction
     Documents,  the  performance  of its (and in the case of the Sellers,  each
     Company's)  obligations  hereunder and thereunder,  and the consummation of
     transactions contemplated hereby and thereby,

     (c) Certain Taxes.  To the extent any transfer,  documentary,  sales,  use,
     stamp,  registration  and other Taxes and fees (including any penalties and
     interest)  arise from or relate to the  transactions  provided  for in this
     Agreement,  Sellers shall pay such Taxes when due, and the Companies shall,
     at Sellers' expense, file all necessary Tax Returns and other documentation
     with  respect  to  all  such  transfer,  documentary,  sales,  use,  stamp,
     registration  and  other  Taxes  and  fees  (including  any  penalties  and
     interest), and, if required by applicable Legal Requirements,  Buyers shall
     join in the execution of any such Tax Returns and other documentation. This
     section  7(c) does not relate to 1999 income  taxes  referred to in section
     5(h).

     (d)  Further  Assurances.  Following  Closing,  each of the  Parties  shall
     execute and deliver such further instruments of conveyance and transfer and
     take such additional  actions as Buyers' counsel may reasonably  request to
     effectively  vest good title to the  Coaches in DW Leasing  Company and the
     PAP Stock in Terry  Whitesell  and  Timothy S. Durham free and clear of any
     liens, mortgages, encumbrances, equities or claims of every nature and kind
     effect,  including but not limited to any and all other  necessary bills of
     sale, assurances,  transfers,  assignments and consents and to execute such
     other  documents which are necessary or desirable in the opinion of Buyers'
     attorneys to consummate,  confirm or evidence the transactions contemplated
     pursuant to this Agreement.  After Closing,  Sellers and Companies  appoint
     Buyers their collective  attorney for transference of any vehicle titles or
     similar  documents  in regard to  vehicles  or other  assets or  securities
     forming part of this transaction.

     (e)  Confidentiality.  Each party and each of its  shareholders,  partners,
     officers,  directors and Affiliates shall keep confidential all information
     and materials  regarding  all other Parties as is reasonably  designated by
     such Parties as  confidential  at the time of  disclosure  thereof.  If the
     transactions  contemplated by this Agreement are consummated,  however, the
     Sellers will maintain,  the  confidentiality  of all  proprietary and other
     non-public information regarding each Company,  except as necessary to file
     Tax  Returns  and other  reports to  Governmental  Entities  (in which case
     disclosure of such confidential  information shall be to the minimum extent
     necessary to comply with the  requirement of such  Governmental  Entities),
     and to turn over to Buyers at the Closing all such  materials  they have in
     their possession.

     (f) Litigation Support, In the event that, and for so long as, any Party is
     actively  contesting or defending  against any charge,  complaint,  action,
     suit, proceeding.  hearing,  investigation,  claim, or demand in connection
     with (i) any transaction  contemplated by any of the Transaction  Documents
     or (ii) any fact, situation,  circumstance,  status,  condition,  activity,
     Practice,  Plan, occurrence,  event,  incident,  action, failure to act, or
     transaction on or prior to 'he Closing Date involving the Company,  each of
     the other Parties will  cooperate with such  contesting or defending  Party
     and its counsel in the contest or defense,  make available their Personnel.
     provide  such  testimony  and access to their books and records as shall be
     necessary in connection  with the contest or defense,  all at the sole cost
     and expense of the contesting or defending  party (unless the contesting or
     defending  Party  is  entitled  to  indemnification   therefore  under  the
     provisions of this Agreement).

     (g) Transition Services. The Sellers will not in any manner take any action
     which is designed,  intended or might reasonably be anticipated to have the
     effect of discouraging custom; suppliers, vendors, employees (other than as
     contemplated  hereby),  service  providers,  lessors,  licensors  and other
     business  associates from maintaining the same business  relationships with
     the Companies after the date of this Agreement.

     (h) Non-Compete: Non-Solicitation. In further consideration for the payment
     of the Purchase price  hereunder,  and in order to protect the value of the
     PAP Stock and Coaches  purchased by Buyers (including the goodwill inherent
     in PAP as of the Closing  Date),  Sellers each agree that during the period
     from the Closing Date to and including the fifth (5th)  anniversary  of the
     Closing  Date  (the  "Non-Compete   Period"),   they  shall  not  have  any
     affiliation (as defined below) with any  corporation,  partnership or other
     business entity,  enterprise or other Person having any location within the
     United States of America which engages in the management  and/or  operation
     of any entity that  engages in any  business  the same as or  substantially
     similar to the businesses of the Companies as presently  conducted,  (which
     would  include,  but not be  limited  to owning a motor  coach bus and then
     leasing or renting it to any other entity); provided that nothing contained
     herein  shall be  construed  to  prohibit  them  from  purchasing  up to an
     aggregate of 5% of any class of the  outstanding  voting  securities of any
     other Person whose securities are listed on a national  securities exchange
     or traded on the NASDAQ  national market system (a "Public  Company").  For
     purposes of this  subsection  (h), the term  "affiliation",  shall mean any
     direct or indirect  interest in such entity,  enterprise  or other  Person,
     whether as an officer, director, employee, investor, partner,  shareholder,
     sole proprietor, trustee, consultant, agent, representative broker, finder,
     promoter,  Affiliate or otherwise;  and (i) During the Non-compete  Period,
     Sellers  shall not (A)  intentionally  induce or  intentionally  attempt to
     induce  any  employee  of  Buyers  or  of  the  Companies,  or in  any  way
     intentionally  interfere  with  the  relationship  between  Buyers  and the
     Companies  and any  employee  thereof,  (B) hire  directly  or  through  an
     Affiliate  any person who, to his  knowledge,  was an employee of Buyers or
     the  Companies  within  180 days prior to first date  hereof  (unless  such
     person's name is listed on Schedule 7(k) hereto or such person's employment
     was  terminated  by Buyers or a  Company,  as the case may be and,  in each
     case,  is not  subject to a  non-compete  agreement  with a Company) or (C)
     induce or  attempt  to induce  any  customer,  supplier,  license  or other
     business  relation of Buyers or a Company to cease doing  business with any
     such Person or in any way interfere with the relationship  between any such
     customer,  supplier,  licensee  or  business  relation  of  Buyers  or  the
     Companies. Each Seller acknowledges that, in the course of their employment
     and their  ownership f stock of PAP and RAB and interest in LBJ,  they have
     become familiar with the trade secrets and other proprietary information of
     the Companies and their Affiliates,  and further acknowledge that the scope
     of the Companies' business is nationwide, that the nature of the Companies'
     business is independent of location (such that it is not practical to limit
     the r estrictions  contained in Section 7(h) to a specified county, city or
     part thereof) and that, therefore,  the geographical  restriction contained
     in this Section 7(h) is reasonable in all respects and necessary to protect
     the goodwill and proprietary  information of the Companies and that without
     such protection a Company's  customer  relations and competitive  advantage
     would be materially  adversely  effected.  Sellers further acknowledge that
     the  restrictions  contained  in this  Section  7(h) do not impose an undue
     hardship on them and,  since they have  obtained  general  business  skills
     which may be used in  industries  other  than that in which the  ,Companies
     conduct their business, do not deprive them of their livelihood.

           Notwithstanding anything in this Section 7(h) to the contrary, if at
  any time, in any judicial proceeding, any of the restrictions stated in this
  Section 7(h) are found by a final order of a court of competent jurisdiction
  to be unreasonable or otherwise unenforceable under circumstances then
  existing, Sellers agree that the period, scope or geographical area, as the c
  may be, shall be reduced to the extent necessary to enable the court to
  enforce the restrictions to the extent such provisions are allowable under
  applicable Legal Requirements, giving effect to the Agreement and intent of
  the parties that the restrictions contained herein shall be effective to the
  fullest extent permissible. In the event of an alleged breach or violation by
  Sellers of any of the provisions of this Section 7(h), the Non-compete Period
  will be tolled until such alleged breach or violation is resolved: provided
  that if they are found to have not violated the provisions of this Section
  7(h), then the Non-compete Period will not be deemed to have been tolled. In
  addition, in the event of any breach of this Section 7(h) Sellers acknowledge
  that the damages sustained by Buyers would be impossible to ascertain" and
  Buyers would have no adequate remedy at law. Buyers shall therefore be
  entitled to enjoin any such breach or threatened breach by a Seller; provided,
  however, that nothing contained in this Section 7(h) shall operate to preclude
  Buyers from pursuing any other lawful remedies available in the event of any
  actual or threatened breach of any provision of this Section 7(h). The costs,
  expenses and attorney's fees incurred by Buyers in enforcing the provisions of
  this Section 7(h) including any injunctive relief, shall be assessed against
  Sellers.

   The terms of this Section 7(h) are independent of any other agreements and
   thereby do not amend or modify any other Non-Compete/Non-Solicitation
   covenants contained in any other agreements between a Seller and a Buyer.
   Notwithstanding the above, in the event that Buyers fail to make the
   requisite payments for a period of thirty (30) days as required under the
   Notes, Larry Michael, Jeff Michael and Bobby Michael shall be released from
   the Covenants contained in his Section 7(h).

           Notwithstanding the terms contained in this Section 7(h), Buyers
   hereby consent to a limited exception to the provisions of this Section 7(h)
   by allowing Larry Michael to lease the motor bus coach known as "Risky
   Business" (serial number 2PCE33499W1026629) for up to five (5) days a month
   without being in violation of this Section 7(h).

Section 8. Remedies for Breaches of this Agreement.

     (a) Survival of Representations  and Warrants.  All of the  representations
     and  warranties  of the Parties and Companies  contained in this  Agreement
     shall survive the Closing and continue in full force and effect  thereafter
     (subject  to  any  applicable   statutes  of  limitations   (including  any
     extensions  or waivers  thereof)  and shall in no event be  affected by any
     Investigation,  inquiry or  examination  made for or on behalf of any Party
     hereto  and  irrespective  of the  knowledge  of any of its or a  Company's
     officers, directors,  shareholders,  employees or agents, or the acceptance
     of any certificate or opinion.

     (b)  Indemnification  Provisions for Benefit of the Buyer Group In addition
     to any other  right or remedy  available  to the  Buyer  Group (as  defined
     below) at law or in equity, Sellers shall, jointly and severally, indemnify
     Buyers and their officers, directors, shareholders,  members, employees and
     Affiliates  (including,  after the Closing,  the Companies)  (collectively,
     "Buyer Group", against and hold them harmless from, and pay on behalf of or
     reimburse  them as and when incurred for, any Adverse  Consequences,  which
     they may suffer, sustain or become subject to as the result of, arising out
     of or relating to, in the nature of or caused by: (i) any matter pertaining
     to a Company or any of its  properties or assets or  employees,  arising or
     relating  to the period up to and  including  the  Closing,  including  any
     disputes among a Company's  shareholders;  (ii) any obligation or liability
     (whether  accrued,  absolute,  contingent,  unliquidated or otherwise) of a
     Company  not  reflected  in the  calculation  of Net Worth at  Closing  and
     arising  out of or  relating  to periods  ending on or prior to the Closing
     Date, including any environmental  matters (including,  without limitation,
     violations  of, or  liabilities  arising  under  Environmental  and  Safety
     Requirements)  relating to or arising out of any period  ending on or prior
     to the Closing Date and any liabilities accrued or allocable to pre-closing
     employment  with a Company  under any  Company's  Employee  Benefit  Plans,
     including, all liabilities relating to post-retirement  benefits; (iii) any
     obligation or liability of a Company for Taxes  (including any unpaid Taxes
     of any Person for which a Company is liable)  arising out of or relating to
     taxable  periods or portions  thereof  ending on or before the Closing Date
     not prepaid or accrued or (iv) the breach or non-fulfillment by a Seller or
     a Company of (or,  in the event any third  party  alleges  facts,  if true,
     would mean the Sellers have breached or non-fulfilled) any  representation,
     warranty, covenant or agreement contained in this Agreement (without giving
     effect to any  materiality or knowledge  qualifiers or disclosures  made on
     the  Schedules  hereto) or any other  instrument  or document  furnished to
     Buyers by Sellers pursuant to this Agreement.

     (c)  Indemnification  Provisions  for  Benefit  of  Sellers.  Buyers  shall
     indemnify the Sellers and hold them harmless against,  and pay on behalf of
     or reimburse them as and when incurred for, any Adverse Consequences (other
     than Adverse Consequences in their capacity as, or as a result of being, an
     employee,  officer,  director  or  shareholder  of Buyers or any  Affiliate
     thereof  (including  a Company  after the  Closing)  that they may  suffer,
     sustain or become  subject to as the result of arising out of relating  to,
     in the nature of or caused by a breach or non-fulfillment by Buyers of (or,
     in the event any third party alleges facts that, if true, would mean that a
     Buyer has  breached  or  non-fulfilled)  any  representation,  warranty  or
     covenant  contained  in this  Agreement  or any  certificate  delivered  to
     Sellers pursuant to any Transaction Documents to which Buyers are a party.

     (d) Matters Involving Third Parties.

          (i) If any Seller or any member of Buyer Group seeks indemnification
          under this Section 8, such Person ( the "Indemnified Party") shall
          give written notice to the other Person (the "Indemnifying Party")
          specifying in reasonable detail the basis for the claim. In that
          regard, if any Liability shall be brought or asserted by any third
          party which, if adversely determined, may entitle the Indemnified
          Party to indemnity Pursuant to this Section 8 (a "Third Party Claim"),
          the Indemnified Party shall promptly notify the Indemnifying Party of
          the same in writing, specifying in detail the basis of such Liability
          and the facts pertaining thereto; provided, however, that no delay on
          the part of the Indemnified Party in notifying any Indemnifying Party
          shall relieve the Indemnifying Party from any Liability or Adverse
          Consequences hereunder.

          (ii) Any Indemnifying Party will have the right to defend the
          Indemnified Party against the Third Party Claim with counsel of its
          choice reasonably satisfactory to the Indemnified Party so long as (A)
          the Indemnifying Party notifies the Indemnified Party in writing
          within 15 days after the Indemnifying Party has given notice of the
          Third Party Claim that the Indemnifying Party will indemnify the
          Indemnified Party from and against the entirety of any Adverse
          Consequences the Indemnified Party may suffer resulting from, arising
          out of, relating to, in the nature of, or caused by the Third Party
          Claim, (B) the Indemnifying Party provides the Indemnified Party with
          evidence reasonably acceptable to the Indemnified Party that the
          Indemnifying Party will have the financial resources to defend against
          the Third Party Claim and fulfill its indemnification obligations
          hereunder, (C) the Third Party Claim involves only money damages and
          does not seek an injunction or other equitable relief, (D) settlement
          of or an adverse judgment with respect to, the Third Parry Claim is
          not, in the good faith judgment of the Indemnified Party, likely to
          establish a precedent, custom or practice materially adverse to the
          continuing business interests of the indemnified Party, and (E) the
          Indemnifying Party conducts the defense of the Third Party Claim
          actively and diligently.

        (iii) So long as the Indemnifying Party is conducting the defense of the
        Third Party Claim in accordance with Section 8(d)(ii) above: (A) the
        Indemnified Party may retain separate co-counsel at its sole cost and
        expense and participate in the defense of the Third Parry Claim, (B) the
        Indemnified Party will not consent to the entry of any judgment or enter
        into any settlement with respect to the Third Party Claim without the
        prior written consent of the Indemnifying Party (which consent shall not
        be withheld unreasonably) and (C) the Indemnifying Party will not
        consent to the entry or any judgment or enter into any settlement with
        respect to the Third Party Claim without the prior written consent of
        the Indemnified Party (which consent shall not be withheld
        unreasonably).

        (iv) In the event that any of the conditions in Section 8(d)(ii) above
        is or becomes unsatisfied, however, (A) the Indemnified Party may defend
        against, and consent to the entry of any judgment or enter into any
        settlement with respect to the Third Party Claim in any manner it may
        deem appropriate (and the Indemnified Party need not consult with, or
        obtain any consent from, any Indemnifying Party in connection
        therewith), (B) the Indemnifying Party will reimburse the Indemnified
        Party promptly and periodically for the costs of defending the
        Third-Party Claim )including attorney's fees and expenses), and (C) the
        Indemnifying Party will remain responsible for any Adverse Consequences
        the Indemnified Party may suffer resulting from, arising out of,
        relating to, in the nature of, or caused by the Third-Party Claim to the
        fullest extent provided in this Section 8.

     (e) Manner of Payment. Any indemnification pursuant to this Section 8 shall
     be  effected  by  cashier's  or  certified  check  or by wire  transfer  of
     immediately  available  funds to an  account  designated  by Sellers or the
     Buyers,  as the case may be,  within  10 days  after the  determination  of
     indemnification  amounts. Any such  indemnification  payments shall include
     interest at the rate of eight percent (8%) per annum from the date any such
     Adverse Consequence is suffered or sustained to the date of such payment is
     due  Pursuant  to  this  Section  8.2(e)  and  interest  at a  rate  of 10%
     thereafter until such Adverse  Consequences are fully paid. Interest on any
     such unpaid amount shall be compounded Semi-annually, computed on the basis
     of a 360-day  year.  Any  indemnification  payments  made  pursuant to this
     Agreement  shall be deemed to be  adjustments  to the Purchase Price of the
     PAP Stock for tax purposes.

     (f)Offset.  The Adverse  Consequences  which  Buyers or any member of Buyer
     Group  suffers,  sustains or becomes  subject to and with  respect to which
     such entity is entitled to  indemnification  from a Seller pursuant to this
     Section 8 may, at the option of such  entity,  may be  satisfied by setting
     off all or any  portion of such  Adverse  Consequences  against any amount,
     including but not limited to any amounts due under any of the Notes,  which
     any  Buyer  or any  member  of Buyer  Group  owes to any  Seller  or any of
     Sellers' Affiliates at such time.

     (g)  Risk of  Loss.  Following  Closing  and the  transfer  of title of the
     Coaches to DW Leasing Company, all risk of loss with respect to each of the
     Coaches  shall remain with LBJ or RAB,  the prior  owner,  and such risk of
     loss shall not  transfer  to DW  Leasing  Company  until the  former  owner
     returns the Coach to the State of  Mississippi  and DW Leasing  Company has
     performed a final inspection of the Coach in the State of Mississippi. Once
     DW Leasing Company  completes the final  inspection of a Coach in the State
     of  Mississippi,   all  risk  of  loss  thereafter  for  that  Coach  shall
     immediately and automatically transfer to DW Leasing Company.

Section 9. Definitions.

          "Adverse   Consequences"  means,  with  respect  to  any  Person,  any
     diminution  in value,  consequential  or other damage,  Liability,  demand,
     claim,  action, cause of action,  cost, damage,  deficiency,  Tax, penalty,
     fine or other loss or expense,  whether or not arising out of a third party
     claim,  including all interest,  penalties,  reasonable attorneys' fees and
     expenses  and all amounts paid or incurred in  connection  with any action,
     demand,  proceeding,  investigation  or claim by any third party (including
     any  Governmental  Entity)  against or affecting  such Person or which,  if
     determined  adversely  by such  Person,  would give rise to,  evidence  the
     existence  of,  or  relate  to,  any  other  Adverse  Consequences  and the
     investigation. defense or settlement of any of the foregoing.

          "Affiliate"  means  with  respect  to any  Person,  any  other  Person
     directly or indirectly controlling,  controlled by, or under common control
     with, such Person.

          "Affiliated.  Group" means an  affiliated  group as defined in Section
     1504 of the Code (or any  analogous  combined  or  consolidated  or unitary
     group  defined under state,  local or foreign  income Tax law) of which the
     Company is or has been a member.

          "American  Coach"  means  American  Coach  Works,  Inc.,  a  Tennessee
     corporation.

          "Buyer"  means  Timothy  S.  Durham,  Terry  Whitesell  and DW Leasing
     Company, LLC, individually.

          "Buyers"  means  Timothy S.  Durham,  Terry  Whitesell  and DW Leasing
     Company, LLC, collectively.

          "Closing" means the purchase and sale of the PAP Stock and the Coaches
     and  the  fulfillment  of  the  other  transactions   contemplated  by  the
     Agreement.

          "Closing Date" means December 20,1999.

          "Coaches"  means  the motor bus  coaches  owned by LBJ and  Rent-A-Box
     described in Schedule ___

          "Code" means the Internal  Revenue Code of 1986,  as amended from time
     to time.

          "Company"  means Pyramid  Coach,  Inc.,  American  Coach Works,  Inc.,
     Precision Coach, Inc., Rent-A-Box, Inc. and LBJ, LLC individually.

          "Companies"  means Pyramid Coach,  Inc.,  American Coach Works,  Inc.,
     Precision Coach, Inc., Rent-A-Box, Inc. and LBJ, LLC collectively.

          "Contract"  means any  agreement,  contract,  instrument,  commitment,
     lease, guaranty,  indenture, license, or other arrangement or understanding
     between parties or by one party in favor of another Party,  whether written
     or oral.

          "DW Leasing  Company"  means DW Leasing  Company,  LLC, a  Mississippi
     limited liability company.

          "Emplovee  Benefit  Plan"  means any  Employee  Pension  Benefit  Plan
     (including any Multiemployer  Plan),  Employee Welfare Benefit Plan, fringe
     benefit,  bonus, deferred compensation,  retirement,  vacation, sick leave,
     severance, incentive or other plan, program policy or arrangement,  whether
     or not subject to ERISA.

          "Employee  Pension  Benefit  Plan" shall have the meaning set forth in
     Section 3(2) of ERISA.

          "Employee  Welfare  Benefit  Plan" shall have the meaning set forth in
     Section 3(l) of USA.

          "Environmental  and Safety  Requirements"  means all  federal,  state,
     local and foreign statutes, regulations. ordinances, guidelines and similar
     provisions,  whether or not having the force or effect of law, all judicial
     and administrative orders and determinations,  all contractual  obligations
     and all common law concerning  public health and safety,  worker health and
     safety (which would include but not be limited to United States  Department
     of  Transportation  and  corresponding  state Departments of Transportation
     rules and  regulations),  and Pollution or  protection of the  environment,
     including all those relating to the presence, use, production,  generation,
     handling,  transportation,   treatment,  storage,  disposal,  distribution,
     labeling,  testing,  processing,  discharge,  release,  threatened release,
     control,  or  cleanup of any  hazardous  materials,  substances  or wastes,
     chemical  substances  or mixtures,  pesticides,  pollutants,  contaminants,
     toxic   chemicals,    petroleum    products   or   byproducts,    asbestos,
     polychlorinated biphenyls, noise or radiation.

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
     amended from time to time.

          "Financial  Statements"  means the  financial  statements  included in
     Schedule 5(e).

          "Governmental  Entity" means the United States of America or any other
     nation,  any state or other political  subdivision  thereof,  or any entity
     exercising executive, legislative, judicial, "Closing, Date" means December
     20, 1999.

          "Coaches"  means  the motor bus  coaches  owned by LBJ and  Rent-A-Box
     described in Schedule 1(c).

          "Code" means the Internal  Revenue Code of 1986,  as amended from time
     to time.

          "Company"  means Pyramid  Coach,  Inc.,  American  Coach Works,  Inc.,
     Precision Coach, Inc., Rent-A-Box, Inc. and LBJ, LLC individually.


          "Companies"  means Pyramid CoaCh,  Inc.,  American Coach Works,  Inc.,
     Precision Coach, Inc., Rent-A-Box, Inc. and LBJ, LLC collectively.

          "Contract"  means any  agreement,  contract,  instrument,  commitment,
     lease, guaranty,  indenture, license, or other arrangement or understanding
     between parties or by one party in favor of another Party,  whether written
     or oral.

          "DW Leasing  Company"  means DW Leasing  Company,  LLC, a  Mississippi
     limited liability company.

          "Employee  Benefit  Plan"  means any  Employee  Pension  Benefit  Plan
     (including any Multiemployer  Plan),  Employee Welfare Benefit Plan, fringe
     benefit,  bonus, deferred compensation,  retirement,  vacation, sick leave,
     severance, incentive or other plan, program policy or arrangement,  whether
     or not subject to ERISA.

          "Employee  Pension  Benefit  Plan" shall have the meaning set forth in
     Section 3(2) of ERISA.

          "Employee  Welfare  Benefit  Plan" shall have the meaning set forth in
     Section 3(1) of USA.

          "Environmental  and Safety  Requirements"  means all  federal,  state,
     local and foreign statutes, regulations, ordinances, guidelines and similar
     provisions,  whether or not having the force or effect of law, all judicial
     and administrative orders and determinations,  all contractual  obligations
     and all common law concerning  public health and safety,  worker health and
     safety (which would include but not be limited to United States  Department
     of  Transportation  and  corresponding  state Departments of Transportation
     rules and  regulations),  and Pollution or  protection of the  environment,
     including all those relating to the presence, use, production,  generation,
     handling,  transportation,   treatment,  storage,  disposal,  distribution,
     labeling,  testing,  processing,  discharge,  release,  threatened release,
     control,  or  cleanup of any  hazardous  materials,  substances  or wastes,
     chemical  substances  or mixtures,  Pesticides,  pollutants,  contaminants,
     toxic   chemicals,    petroleum    products   or   byproducts,    asbestos,
     polychlorinated biphenyls, noise or radiation.

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
     amended from time to time.

          "Financial  Statements"  means the  financial  statements  included in
     Schedule 5(e).

          "Governmental  Entity" means the United States of America or any other
     nation, any state or regulatory or administrative functions of government.

          "Indebtedness"  means (x) all liabilities of a Company with respect to
     the  outstanding  principal  amount  of  indebtedness  for  borrowed  money
     (including  for the  deferred  purchase  price  of  property  or  services,
     indebtedness  secured  by a Lien on  property,  contingent  liabilities  or
     otherwise),   all  accrued  interest  thereon,   and  all  fees,  expenses,
     prepayment  penalties and other charges which would be payable with respect
     thereto if fully paid out,  plus (y) that portion of the  obligations  of a
     Company with respect to capital  leases that are properly  classified  as a
     liability on a balance  sheet  prepared in  accordance  with GAAP,  and all
     fees,  expenses,  prepayment  penalties  and other  charges  which would be
     payable in relation thereto if fully paid out.

          "Intellectual  Property" means patents,  patent  applications,  patent
     disclosures    and    inventions    and   any   reissues,    continuations,
     continuations-in-part,  divisions,  extensions or reexaminations,  thereof;
     trademarks,  service marks, trade dress,  logos,  domain names, trade names
     and corporate names,  together with all goodwill  associated  therewith and
     all  translations,   adaptations,   derivations  and  combinations  of  the
     foregoing; copyrights and copyrightable works; registrations,  applications
     and  renewals  for any of the  foregoing;  trade  secrets and  confidential
     business   information;   know-how;   computer  software;   specifications;
     formulae; research and development;  manufacturing; printing and production
     process;  other intellectual property rights;  development;  manufacturing;
     printing and production processes;  other intellectual property rights; and
     all copies and tangible  embodiments  of the foregoing (in whatever form or
     medium);  in each case  including  the items  set  forth on  Schedule  5(i)
     hereto; all income, royalties,  damages, and payments due or payable at the
     Closing or thereafter with respect to the foregoing  (including damages and
     payments for past or future  infringements or  misappropriations  thereof),
     the right to sue and recover for past  infringements  or  misappropriations
     thereof and any and all corresponding rights that, now or hereafter, may be
     secured throughout the world.

          "LBJ" means LBJ, LLC that is a Mississippi limited liability company.

          "Liability" means any liability,  debt,  obligation,  deficiency,  Tax
     penalty, fine, claim, cause of action or other loss, cost or expense of any
     kind or nature  whatsoever,  whether  asserted or  unasserted.  absolute or
     contingent,  accrued or unaccrued,  liquidated or unliquidated, and whether
     due or becomes due and regardless of when asserted,

          "Legal  Requirement" means any requirement arising under any law, rule
     or regulation or any  determination  or direction of any  arbitrator or any
     Governmental Entity, including any Environmental and Safety Requirements.

          "Letter of Intent"  means a certain  letter  dated  September  3, 1999
     addressed  to Larry  Michael and Jennifer  George sent by Durham  Hitchcock
     Whitesell  and  Company,  LLC which sets forth the terms under which Durham
     Hitchcock  Whitesell  and Company,  LLC, or its nominee,  would acquire the
     stock of Pyramid and certain assets, and includes all amendments thereto.

          "Lien" means any security interest, pledge, bailment (in the nature of
     a pledge or for purposes of security), mortgage deed of trust, the grant of
     a  power  to  confess  judgment,  conditional  sales  and  title  retention
     agreement (including any lease in the nature thereof charge, encumbrance or
     other similar arrangement or interest in real or personal property.

          "Multiemployer Plan" shall have the meaning set forth in Section 3(37)
     of ERISA.

          "Net Purchase Price Adjustment" means Pyramid's  categorized assets as
     of September  30, 1999 less all accrued  expenses,  unpaid  expenses,  note
     payable on automobile and other liabilities as of September 30, 1999 as set
     forth on Schedule 1(b)(iii).

          "Net  Worth"  means  the total  assets  of a  company  minus the total
     liabilities of a Company regardless of materiality.

          "ordinary course of business" means the ordinary course of a Company's
     business  consistent with past custom  practice,  including as to frequency
     and amount.

          "PAP" means  Precision  Coach,  Inc.,  American Coach Works,  Inc. and
     Pyramid Coach, Inc.

          "PAP Stock" means all of the outstanding and issued shares of stock of
     Precision Coach,  Inc.,  American Coach Works, Inc. and Pyramid Coach, Inc.
     as at Closing as referred to in Section 1(a)(i).

          "Parties'  means Larry  Michael,  Becky Michael,  Jeff Michael,  Bobby
     Michael,  Jennifer George, Transport Trailer, Inc., Rent-A-Box,  Inc., LBJ,
     LLC,  DW  Leasing  Company,  LLC,  Timothy S.  Durham and Terry  Whitesell,
     collectively.

          "Party"  means Larry  Michael,  Becky  Michael,  Jeff  Michael,  Bobby
     Michael,  Jennifer George, Transport Trailer, Inc., Rent-A-Box,  Inc., LBJ,
     LLC,  DW  Leasing  Company,  LLC,  Timothy S.  Durham and Terry  Whitesell,
     individually.

          "Person"  means  an  individual,  a  partnership,  a  corporation,  an
     association, a limited liability company, a joint stock company, a trust, a
     joint venture, an unincorporated organization, or a Governmental Entity.

          "PBGC" means the Pension Benefit Guaranty Corporation or any successor
     thereto.

          "Precision"   means  Precision  Coach,  Inc.  that  is  a  Mississippi
     corporation.


          "Pyramid" means Pyramid Coach, Inc. that is a Tennessee corporation.


          "RAB" means Rent-A-Box, Inc., that is a Mississippi corporation.

          "Seller" means Jennifer  George,  Larry Michael,  Becky Michael,  Jeff
     Michael, Bobby Michael, Transport Trailer, Inc., Rent-A-Box,  Inc. and LBJ,
     LLC, individually.

          "Sellers" means Jennifer George,  Larry Michael,  Becky Michael,  Jeff
     Michael, Bobby Michael, Transport Trailer, Inc., Rent-A-Box,  Inc. and LBJ,
     LLC collectively.

          "Subsidiary" means, with respect to any Person or, any corporation,  a
     majority of the total voting Power of shares of stock of which is entitled,
     (without  regard  to the  occurrence  of any  contingency)  to  vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled,  directly or  indirectly,  by that Person or one or more of the
     other  Subsidiaries  of  that  Person  or a  combination  thereof,  or  any
     partnership,  association or business  entity a majority of the partnership
     or other  similar  ownership  interest  of  which  is at the time  owned or
     controlled,  directly  or  indirectly,  by  that  Person  or  one  or  more
     Subsidiaries of that Person or a combination  thereof. For purposes of this
     definition,  a Person is deemed to have a majority  ownership interest in a
     partnership,  association  or  other  business  entity  if such  Person  is
     allocated  a  majority  of  the  gains  or  losses  of  such   partnership,
     association  or  other  business  entity  or is or  controls  the  managing
     director  or general  partner  of such  partnership,  association  or other
     business entity.

          "Tax" means any federal, state, local income, gross receipts, license,
     payroll, employment,  excise, fuel, severance, stamp, occupation,  premium,
     windfall profits, environmental,  customs duties, capital stock, franchise,
     profits,  withholding,  social  security,  unemployment,  disability,  real
     property,  personal  property,  sales, use, transfer,  registration,  value
     added,  alternative or add-on minimum,  estimated, or other tax of any kind
     whatsoever,  including any interest,  penalty, or addition thereto, whether
     disputed or not and  including  any  obligation  to  indemnify or otherwise
     assume or succeed to the Tax liability of any other Person.

          "Tax Return" means any return,  declaration,  report, claim for refund
     or  information  return  or  statement  relating  to Taxes,  including  any
     schedule or attachment thereto, and including any amendment thereof.

          "Transaction  Documents"  means this  Agreement  and the Contracts and
     other documents contemplated hereby or executed in connection herewith.

10. Miscellaneous.

(a) No Third Party Beneficiaries.  This Agreement shall not confer any rights or
remedies upon any Person other than the Parties and their respective  successors
and permitted assigns.

(b) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements or representations by or between the Parties,
written or oral, that may have related in any way to the subject matter hereof.

(c) Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights or
obligations hereunder may be assigned (whether by Operation of law, through a
change in control or otherwise) by a Company or the Sellers without the prior
written consent of Buyers, or by Buyers (except as otherwise provided in, this
Agreement) without the prior written consent of the Sellers, Buyers may (at any
time prior to the Closing), at its sole discretion, assign, in whole or in part,
its rights and obligations pursuant to this Agreement to one or more of its
Affiliates. For purposes hereof, Buyer's "Affiliates" include Affiliates which
may be organized subsequent to the date hereof, a Buyer may assign all or any
portion of this Agreement and the other agreements contemplated hereby
(including rights hereunder and thereunder), including its rights to
indemnification, to any of its or its or its Affiliates' (whether prior to or
subsequent to the Closing) lenders as collateral security. After the Closing,
Buyer may assign this Agreement and its rights and obligations hereunder in
connection with a (i) merger or consolidation involving Buyer or any of its
Affiliates, (ii) a sale of stock or assets of Buyers or any of their Affiliates
or (iii) dispositions of the business of a Company or any part thereof.

(d) Counterparts. This Agreement may be executed in two or more counterparts,
  each of which shall be deemed an original but all of which together shall
  constitute one and the same instrument.

(e) Headings. The section headings contained in this Agreement are intended for
  convenience only and shall not affect in any way the meaning or interpretation
  of this Agreement.

  Notices. All notices, requests, demands, claims, and other communications
  hereunder shall be in writing. Any notice, request, demand, claim or other
  communication hereunder shall be deemed duly given when delivered personally
  to the recipient or sent to the recipient by telecopy (receipt confirmed) or
  by reputable express courier service (charges prepaid), and addressed to the
  intended recipient as set forth below:

  If to Sellers:

  Jennifer George
  123 Dorris Drive
  Hendersonville, TN 37075

  Larry Michael
  502 Crossover Road
  Tupelo, MS 38801
  Fax: (662)844-4684

With a copy to:

Edward O. Powell
301 North Broadway
Tupelo, MS 38802
Fax (662) 842-3744

If to Buyers:

DW Leasing Company, LLC
Bank One/Tower
111 Monument Circle
Suite 3680
Indianapolis, IN 46204
Attn: Timothy S. Durham
Fax (317) 237-0137

With a copy to:

Neil E. Lucas
1408 North Pennsylvania St.
Indianapolis, IN 46202

Any Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means, but no such notice, request, demand, claim or other communication
shall be deemed to have been duly given unless and until it actually is received
by the intended recipient. Any Party may change the address to which notices,
requests. Demands, claims, and other communications hereunder are to be
delivered by giving the other Party notice in the manner herein set forth.

(g) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State Of Tennessee without giving
effect to any choice of law or conflict of law provision or rule that would
cause the application of the laws of any jurisdiction other than the State of
Tennessee. Subject to Section 10(k) below, to the extent legal proceedings are
permitted under this Agreement, all legal proceedings arising out of or relating
to this Agreement or any other transactions contemplated hereby shall be brought
either in the United States District Court or in any Tennessee state court
sitting in Nashville, Tennessee and in no other forum. The Parties irrevocably
waive, to the fullest extent permitted by law, any objection which they may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum and as to a lack of personal jurisdiction.

(h) Amendment and Waivers. No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by the Parties hereto.
No waiver by any Party of any default, misrepresentation, or breach of warranty
or covenant hereunder, whether intentional or not, shall be deemed to extend to
any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.

(i) Incorporation of Schedules.  The schedules  identified in this Agreement are
incorporated herein by reference and made a part hereof.

(j) Construction. Where specific language is used to clarify by example a
general statement contained herein, such specific language shall not be deemed
to modify, limit or restrict in any manner the construction of the general
statement to which it relates. The language used in this Agreement shall be
deemed to be the language chosen by the Parties to express their mutual intent,
and no rule of strict construction shall be applied against any party. Whenever
required by the context, any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns or verbs shall include the plural and vice versa. Nothing in the
Schedules hereto shall be deemed adequate to disclose an exception to a
representation or warranty made herein unless the Schedule identifies the
exception with reasonable particularity and describes the relevant facts in
reasonable detail. Without limiting the generality of the foregoing, the mere
listing (or inclusion of a copy) of a document or other item shall not be deemed
adequate to disclose an exception to a representation or warranty made herein
(unless the representation or warranty has to do with the existence of the
document or other item itself). The Parties intend that each representation,
warranty, and covenant contained herein shall have independent significance. If
any Party has breached any representation, warranty, or covenant contained
herein in any respect, the fact that there exists another representation,
warranty, or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which the Party has not breached shall not
detract from or mitigate the fact that the Party is in breach of the first
representation, warranty, or covenant.

(k) Remedies. The Sellers acknowledge that the Company's businesses are unique
 and recognize and affirm that in the event of a breach of this Agreement by the
 Sellers money damages may he inadequate and Buyer may have no adequate remedy
 at law. Accordingly, the Sellers agree that Buyer shall have the right, in
 addition to any other rights and remedies existing in its favor, to enforce its
 rights and the Sellers' obligations hereunder not only by an action or actions
 for damages but also by an action or actions for specific performance,
 injunctive and/or other equitable relief (without the requirement of posting
 any bonds or additional security whatsoever).

(l) Time is of the Essence. Time shall be of the essence in all respects in this
Agreement.


(m) Severability of Provisions. If any covenant, agreement, provision or term of
this Agreement is held to be invalid for any reason whatsoever, then such
covenant, agreement, provision or term will be deemed severable from the
remaining covenants, agreements, provisions and terms of this Agreement and will
in no way affect the validity or enforceability of any other provision of this
Agreement.

(n) Successor  Laws. Any reference to any  particular  Code section or any other
Legal requirement will be interpreted to include any revision of or successor to
that section regardless of how it is numbered or classified.

(o) Release of the Companies. Effective upon the Closing, each Seller hereby
irrevocably waives, releases and discharges forever the Companies from any and
all (x) Liabilities and (y) Contracts entered into prior to the date hereof with
such Seller whether in its capacity as a Seller hereunder, as an employee or
shareholder of a Company or otherwise, including in respect of rights of
contribution or indemnification, in each case whether arising hereunder or under
any other Contract or otherwise at law or equity, and each Seller hereby
covenants and agrees that it will not seek to recover any amounts in connection
therewith or thereunder from a Company.

(p) Delivery by Facsimile. This Agreement and any signed Contract entered in
connection herewith or contemplated hereby, and any amendments hereto or
thereto, to the extent signed and delivered by means of a facsimile machine,
shall be treated in all manner and respects as an original Contract and shall be
considered to have the same binding legal effects as if it were the original
signed version thereof delivered in person. At the request of any party hereto
or to any such Contract, each other party hereto or to any such Contract shall
raise the use of a facsimile machine to deliver a signature or the fact that any
signature or contract was transmitted or communicated through the use of
facsimile as a defense to the formation of a contract and each such party
forever waives any such defense.

IN WITNESS WHEREOF, the Parties have executed this Stock and Asset Purchase
Agreement of the date first above written.

"Sellers and Companies"

/s/ Jeff Michael                                        /s/ Larry Michael
Jeff Michael, individually                         Larry Michael, individually


/s/ Bobby Michael                                     /s/ Becky Michael
Bobby Michael, individually                        Becky Michael, individually


/s/ Jennifer George
Jennifer George, individually

Transport Trailer, Inc.                            Pyramid Coach, Inc.


/s/ Larry Michael                                     /s/ Larry Michael
By: Larry Michael, President                     By: Larry Michael, President


Rent-A-Box, Inc.                                    Precision Coach, Inc.


/s/ Larry Michael                                     /s/ Larry Michael
Larry Michael, President                             Larry Michael, President


LBJ, LLC                                             American Coach Works, Inc.

/s/ Larry Michael
/s/ Becky Michael
/s/ Jennifer George                                    /s/ Larry Michael
Larry Michael, Member                             By:  Larry Michael, President
Becky Michael, Member
Jennifer George, Member

"Buyers"


/s/ Timothy S. Durham                                 /s/ Terry Whitesell
Timothy S. Durham, individually                  Terry Whitesell, individually


DW Leasing Company, LLC


/s/ Timothy S. Durham
Timothy S. Durham, Member


/s/ Terry Whitesell
Terry Whitesell, Member