Exhibit 10.65

AMENDMENT NO. 2 TO
NOTE PURCHASE AGREEMENT

This Amendment No. 2 to Note
Purchase Agreement (this "Amendment") dated as of October __, 2004, is between
United Expressline, Inc., an Indiana corporation (the "Company"), and The
Huntington Capital Investment Company, an Ohio corporation ("HCIC"). Unless
otherwise specified in this Amendment, capitalized terms used in this Amendment
have the meanings ascribed to them in the Purchase Agreement (as hereinafter
defined).

WHEREAS, the Company and HCIC
are parties to a Note Purchase Agreement, dated as of July 27, 2001 (as further
amended, supplemented, restated or otherwise modified from time to time, the
"Purchase Agreement");

WHEREAS, the Company has asked
HCIC to amend the Purchase Agreement to revise the payment terms contained
therein and HCIC has agreed to do so;

NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants contained in this Amendment and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

1.        
Amendment to the Purchase Agreement.    Subject to the satisfaction of the
conditions set forth in Section 6 of this Amendment, the parties hereby agree,
effective October 1, 2004, to amend the Purchase Agreement to delete Section
2.1(b) thereof in its entirety and replace such paragraph as follows:

| | (b)        Interest is due and payable
(i) monthly in arrears on the last Business Day of each month, commencing on the
last Business Day of October, 2004, in each case in an amount equal to the
aggregate accrued but unpaid interest, and (ii) on the Termination Date, in an
amount equal to the aggregate accrued but unpaid interest.
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2.        
Representations and Warranties of the Company.    The
Company represents and warrants that:

(a)         the execution, delivery and
performance by the Company of this Amendment have been duly authorized by all
necessary corporate action and this Amendment is a legal, valid and binding
obligation of the Company enforceable in accordance with its terms;

(b)         each of the representations
and warranties contained in the Purchase Agreement is true and correct in all
material respects on and as of the date hereof as if made on the date hereof,
except to the extent that such representations and warranties expressly relate
to an earlier date and except as set forth on the schedule hereto;

(c)         neither the execution,
delivery and performance of this Amendment or the consummation of the
transactions contemplated hereby does or shall contravene, result in a breach
of, or violate (i) any provision, of the Company's organizational documents,
(ii) any law or regulation, or any order or decree of any government
instrumentality, or (iii) any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which the Company is a party or by which the
Company or any of its property is bound, except in any such case to the extent
such conflict or breach has been waived by a written document, a copy of which
has been delivered to HCIC on or before the date of this Amendment.

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3.        
Acknowledgment regarding Purchase Agreement.

(a)        Except as expressly set forth
in this Amendment, the Purchase Agreement and the other agreements and documents
contemplated by the Purchase Agreement remain in full force and effect and are
hereby ratified and affirmed, including without limitation, any interest payment
provisions for any interest accruing prior to the date of this Agreement.

(b)        Except
as expressly set forth in this Amendment, the execution, delivery and
effectiveness of this Amendment will not operate as a waiver of any right, power
or remedy of the Purchaser under the Purchase Agreement or any other agreements
or documents contemplated by the Purchase Agreement. Upon the effectiveness of
this Amendment, each reference in the Purchase Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of similar import will mean and be a
reference to the Purchase Agreement as amended by this Amendment.

(c)        The
Company acknowledges that there is no defense, setoff or counterclaim of any
kind, nature or description to the Company's obligations under the Purchase
Agreement or any other agreements or documents contemplated by the Purchase
Agreement or the payment of any obligation of the Company thereunder when due.

4.        
Costs, Expenses and Fees.    The Company agrees to
reimburse HCIC for all fees, costs and expenses, including the fees, costs and
expenses of counsel or other advisors for advice, assistance or other
representation in connection with this Amendment and the other documents to be
delivered in connection with this Amendment.

5.        
Governing Law.    This Amendment will be governed by
and construed in accordance with the internal laws of the State of Ohio, without
regard for conflicts of laws principles.

6.        
Conditions Precedent.    This Amendment will become
effective when each of the following conditions precedent have been met to the
satisfaction of HCIC or waived in writing by HCIC:

(a)        
Each of HCIC and the Company has delivered to the other duly executed
counterparts of this Amendment; and

(b)        
The representations and warranties contained in this Amendment are true and
correct in all respects.

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IN WITNESS WHEREOF, the parties
have, through their duly authorized representatives, executed this Agreement as
of the date first above written.

| | UNITED EXPRESSLINE, INC.
By  /s/  Gary H. Stanley
Name:  Gary H. Stanley
Title:  President
THE HUNTINGTON CAPITAL
INVESTMENT COMPANY
By  /s/  M. Bahlmann
Name:  Mark Bahlmann
Title:  Vice President
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