AGREEMENT FOR OUTSOURCING SERVICES


         THIS AGREEMENT FOR  OUTSOURCING  SERVICES (the  "Agreement") is between
PST Vans, Inc., a Utah  corporation,  with a principal  business address of 1901
West 2100 South, Salt Lake City, Utah 84119  ("Customer"),  and THE SABRE GROUP,
INC., a Delaware  corporation,  with a principal  business  address of 4255 Amon
Carter Blvd., Fort Worth, Texas 76155 ("TSG").

         WHEREAS,  TSG is engaged in the  business  of  providing  certain  data
processing   outsourcing,   facilities  management  and  information  processing
services; and

         WHEREAS,  Customer  and TSG wish to  enter  into a  services  agreement
pursuant to which TSG shall provide to Customer the  outsourcing and information
processing  services  described  in this  Agreement,  and  upon  the  terms  and
conditions set forth herein.

         NOW,  THEREFORE,  in consideration  of the above premises,  the Parties
hereby agree as follows:

                                    ARTICLE 1

                         DEFINITIONS AND INTERPRETATION

         1.1  Definitions.  All terms  beginning  with a capital  letter in this
Agreement  are defined in Schedule  1.1.  Schedule  1.1 also sets forth  various
interpretive matters for this Agreement.

         1.2 Exhibits and Schedules. When this Agreement refers to an Exhibit or
Schedule,  such Exhibit or Schedule is deemed  incorporated  herein by reference
for all  purposes.  All Exhibits and  Schedules as agreed to after the Effective
Date shall be deemed incorporated herein upon the Parties Consent.

                                    ARTICLE 2

                                      TERM

         2.1 Term of Agreement.  Unless earlier  terminated as provided  herein,
the term of this Agreement (the "Term") shall commence on the Effective Date and
shall end on the  fifth  anniversary  of the  Effective  Date  (the  "Expiration
Date"),  or such anniversary  thereof to which the Term is extended  pursuant to
Section 2.2 hereof.

         2.2  Extensions of the Term. The Term shall be  automatically  extended
for  successive one (1) year periods after the  Expiration  Date,  unless either
Party gives written notice of its intent not to renew the Agreement at least six
(6) months  prior to the date on which the  then-current  Term  expires.  In the

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event that either of the Parties wish to modify the terms of this  Agreement for
a  renewal  period,  the  Parties  shall  mutually  agree  in  writing  to  such
modifications  prior to the  commencement  of the  relevant  renewal  period  in
accordance with the Change Order Process set forth in Section 3.5 below.

                                    ARTICLE 3

                            SERVICES AND EXCLUSIVITY

         3.1 Services in General.  TSG shall  perform the Services  described in
Schedule  3.1 for  Customer.  The Parties may make  revisions  to the nature and
scope of the TSG Services  from time to time during the Term to reflect  changes
and improvements to such TSG Services upon mutual written  agreement as provided
in Section 3.5 below.  In the event  Customer  contemplates  the  acquisition of
another truck carrier,  TSG further agrees it will provide  Customer with a cost
estimate  for  the  integration  of such  truck  carrier  under  the  terms  and
conditions of this Agreement.

         3.2 New or  Additional  Service.  Prior to  engaging  a third  party to
provide a New or Additional Service,  Customer shall first exclusively negotiate
with TSG for TSG to provide Customer such New or Additional Service.  If, within
fifteen  (15) days,  or such longer  period of time as the parties may  mutually
agree,  after  the  date the  Parties  have  commenced  bona  fide  negotiations
regarding  such New or  Additional  Service,  the  Parties  have not  reached an
agreement  for TSG to  provide  such  New or  Additional  Service  to  Customer,
Customer shall be free to solicit  proposals from third party vendors.  Prior to
accepting any bona fide  proposal  from a third party vendor to supply  Customer
any New or  Additional  Service,  Customer  shall  provide  TSG  with a full and
complete  copy of such third  party  proposal  and TSG shall  thereafter  have a
period  of  thirty  (30)  days to elect to  provide  Customer  with  such New or
Additional  Service on the same terms and  conditions are contained in the third
party proposal.  Further,  Customer shall have an obligation to consult with TSG
in any  selection  process for New or  Additional  Services,  in order to ensure
consistency  and  compatibility   with  the  existing   information   technology
infrastructure and protection of TSG intellectual property rights.

         3.3 TSG Rights to Manage TSG Resources. Subject to the other provisions
of this  Agreement,  TSG shall  have the right to manage all  resources  used in
providing the TSG Services as TSG deems  appropriate.  Nothing in this Agreement
shall prevent TSG from changing, consolidating, eliminating or adding, after the
Effective  Date,  locations  at which it provides  the TSG  Services;  provided,
however,  the  SLAs  shall  continue  to  apply  to the  TSG  Services  provided
hereunder.

         3.4  Exclusive  Services.  During  the Term,  TSG shall be the sole and
exclusive  provider to Customer of the TSG Services  covered by this  Agreement.

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Customer shall not use any other  providers to render such services to Customer,
nor may Customer perform any of such services on its own behalf.

         3.5 Change Order Process.  All proposed changes by Customer  (including
Customer's  proposed  changes to meet or take  advantage of changing  technology
requirements and opportunities) to the Services, which would affect the delivery
of the Services or the satisfactions of any SLAs (collectively, "Changes") shall
be subject to using a formal change control process. Under the process, Customer
will  notify  TSG of a  proposed  Change  via a Change  Request  Form which will
include a technical  and risk impact,  priority,  and  specification  of desired
implementation  date. TSG will assess the impact of the changes and  communicate
to Customer in writing the impact assessment including a proposed implementation
plan and additional  costs to Customer within thirty (30) days of receiving from
Customer all final  requirements  necessary for preparing the impact assessment.
The  Customer  will provide TSG with written  approval of the  authorization  to
proceed and agreement to pay,  within thirty (30) calendar days after  receiving
TSG's impact  assessment.  TSG and Customer will execute a written supplement to
this Agreement setting forth any special terms and conditions  applicable to the
Change. No Changes will be implemented  without first satisfying the process set
forth  in the  Section  3.5,  and  execution  of a  written  supplement  to this
Agreement setting forth applicable  specifications,  schedules,  resources to be
utilized,  responsibilities of the Parties, definition of successful completion,
any changes in SLAs and any additional  charges  resulting from the Change.  The
process set forth in this Section  shall also apply to any capitol  expenditures
contemplated  by TSG in connection  with the  performance  of the Services which
affects the charges for the Services.

         3.6 Keep  Technology  Current.  TSG agrees to use  reasonable  efforts,
without an increase in charges to the Customer or costs the Customer  would have
to bear, to keep the technology used in providing the Services current, and at a
level  at  least  as  high  as the  level  generally  utilized  in the  trucking
transportation  industry. In the event that technology  improvements would cause
TSG to incur costs in addition to the costs TSG would otherwise have incurred in
providing  the  Services or would cause the Customer to incur costs it would not
otherwise  incur,  Customer  and TSG shall meet to discuss  whether to implement
such  improvements.  At  Customer's  sole option,  TSG will (i)  implement  such
improvements  and charge the Customer  for TSG's  increased  costs,  or (ii) not
implement such improvements and continue to use TSG's then-existing technology.



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                                    ARTICLE 4

                              Other TSG Obligations

         4.1      Transitioned Employees.

                  4.1.1  Immediately  following  Customer's  acceptance  of  the
Trucomm Software,  TSG will extend offers of regular full-time employment to the
employees  of  Customer  identified  on  Schedule  4.1.1  (the  "Employees")  in
accordance with TSG's normal employment  policies.  The Employees who (a) accept
employment  with  TSG  pursuant  to  this  offer,  (b) if  requested,  sign  the
corresponding  labor agreement with TSG within three (3) days after presentation
of an employment  offer, and (c) begin employment with TSG, shall be referred to
herein as the "Transitioned Employees."

                  4.1.2 TSG agrees to offer each of the  Transitioned  Employees
employment  with at least the same  salary  currently  earned at Customer at the
time such offers are made,  as listed on Schedule  4.1.1.  TSG shall provide the
benefits  to the  Transitioned  Employees  in  accordance  with  TSG's  standard
policies.  Any  severance,  pension,  or other  benefits  or rights to which the
Transitioned  Employees  are  entitled  by  virtue of the  termination  of their
employment with Customer shall be the responsibility of Customer.

         4.2 TSG Account  Manager.  During the Term, TSG will provide an account
manager (the "TSG Account Manager") who shall consult with Customer and consider
Customer's  needs. The TSG Account Manager will (a) have overall  responsibility
for managing and coordinating the delivery of the TSG Services, (b) serve as the
primary  point of contact for  Customer in  addressing  issues  concerning  each
party's  obligations or requests for  modifications  under this  Agreement,  (c)
provide periodic status reports to Customer, and (d) coordinate and consult with
Customer management.

         4.3 Retention and  Safeguarding  of Customer  Data.  TSG will store and
safeguard  magnetic tapes and other magnetic or optical storage media containing
Customer  Data in the  possession  or custody of TSG for the  retention  periods
mutually agreed upon by the Parties in writing.  Prior to and during  Migration,
TSG will  maintain  the same  safeguards  which were in use by  Customer  at the
Customer's  Data  Center to  protect  against  the  accidental  or  unauthorized
deletion,  destruction  or alteration of the Customer Data in TSG's  possession.
Following the Migration,  TSG will maintain the same safeguards it uses, but not
less than reasonable means, to protect similar clients against the accidental or
unauthorized  deletion,  destruction  or  alteration  of  Customer  Data  in the
possession  of TSG at the TSG  Data  Center.  If  Customer  reasonably  requests
additional safeguards,  TSG will provide such additional safeguards at rates and
upon terms and conditions to be mutually agreed to in writing by the parties. If
any applicable  regulatory  authority  requires a longer retention schedule than

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that agreed to by the Parties for such tapes or the data contained thereon,  TSG
will  comply  with such  requirements  and  Customer  will pay TSG at TSG's then
current  commercial  rates  (as  published  from  time to time by TSG)  for such
compliance.

         4.4 Migration. As soon as practicable following the Effective Date, TSG
shall consult with Customer  regarding,  and develop,  a written  migration plan
(the "Migration  Plan") which will describe the tasks to be performed by TSG and
Customer in  connection  with the  migration of the TSG Services to the TSG Data
Center.  During the  Transition  Period,  the TSG Services  will  continue to be
performed from Customer's Data Center.  Pursuant to the Migration Plan, TSG will
configure  systems at the TSG Data Center,  establish the test  environment  for
data  processing  operations  to be performed  at the TSG Data  Center,  install
equipment and Software at the TSG Data Center, and provide network consultation.
Prior to completion of the Migration  Plan,  Customer shall obtain,  on a timely
basis,  any  Required  Consents  necessary  to  permit  TSG to  perform  the TSG
Services, including those services provided pursuant to the Migration Plan.

                                    ARTICLE 5

                      CUSTOMER RESPONSIBILITIES AND DUTIES

         5.1      Customer Employees.

                  5.1.1 Customer will cooperate with TSG in offering  employment
to the Employees.  Customer has not made and will not make any representation or
promise,  whether  written or oral, to the Employees  regarding  employment with
TSG, or the employment  benefits,  plans or practices of TSG, without  obtaining
the Consent of TSG.

                  5.1.2 Without TSG's Consent,  Customer shall not, for a period
of  eighteen  (18)  months  from and  after  the  Effective  Date,  solicit  for
employment, employ or otherwise utilize (directly or indirectly) the services of
any Employee who rejects an  employment  offer from TSG made pursuant to Section
4.1 above.

                  5.1.3 All accrued severance, pension and other obligations, if
any, with respect to the Transitioned  Employees shall remain the responsibility
of Customer.

                  5.1.4 On the Effective Date, Customer shall pay to each of the
Transitioned  Employees  an amount  equal to the accrued  sick time and vacation
time held by such Transitioned Employees as of the Effective Date.

         5.2  Customer  Facilities  and  Related  Services.  Commencing  on  the
Effective Date, Customer will provide to TSG, at Customer's expense, such space,
parking,  office  furnishings,   janitorial  service,  telephone  and  facsimile
services  (excluding  such  charges  as may be  incurred  by TSG and  which  are
unrelated to the business of  Customer),  utilities,  office-related  equipment,
supplies,  duplicating  services,  and security  services at the  Customer  Data
Center and at such other  Customer  facilities  as TSG may require in performing
the TSG  Services.  Customer  will also  provide,  at  Customer's  expense,  all
required internal building piping, cabling,  electrical installations for TSG at
the  Customer  Data  Center  and any other  Customer  facility  in which the TSG
Services  will be  performed.  Customer will provide TSG with legal and physical
access to  Customer's  facilities  24 hours a day,  seven  (7) days a week,  for
purposes of  performing  the TSG Services.  Customer  represents to TSG that all
facilities  provided by Customer  under this Agreement are and shall remain free
of health and safety hazards,  and that Customer shall comply with and remain in
compliance with all applicable laws and  operational,  environmental  and safety
requirements for the proper operation of the TSG Services.

         5.3      Customer Owned Equipment.

                  5.3.1 Commencing on the Effective Date,  Customer will provide
to TSG, at Customer's  expense,  legal and physical access to and the use of the
"Customer-Owned Equipment" consisting of (a) all equipment owned by Customer and
used  by  Customer's  information  technology  staff  immediately  prior  to the
Effective Date and necessary for performance of the services and functions to be
performed  by  TSG  pursuant  to  this  Agreement,   (b)  any  additions  to  or

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replacements for such Customer-Owned  Equipment that may be reasonably requested
by TSG in order to perform the TSG Services,  and (c) any other  equipment  that
Customer  may  acquire  from  time to time for use by TSG in  providing  the TSG
Services. The Customer-Owned  Equipment will remain the property of Customer and
that TSG may from time to time relocate the Customer-Owned  Equipment to another
TSG  facility  for  the  sole  purpose  of  performing  the  TSG  Services.  The
Customer-Owned  Equipment  initially shall be provided in good working order and
condition,  and  shall be  accompanied  by all  manuals,  instructions,  written
warranties and other materials, in Customer's possession,  which may be relevant
to TSG's operation of the Customer-Owned Equipment.

                  5.3.2  Customer  will  pay all  on-going  costs  and  expenses
relating to the Customer-Owned  Equipment,  including,  without limitation,  the
insurance,  maintenance  and taxes.  If Customer is requested by TSG to purchase
additional or replacement Customer-Owned Equipment, and Customer determines that
additions to or replacements of the  Customer-Owned  Equipment are not needed or
declines to participate  in the  acquisition  thereof to a degree  acceptable to
TSG, TSG shall  thereafter be relieved of any  obligations  under this Agreement
(including  but not  limited to the SLAs),  to the extent the failure to acquire
such  additions or  replacements  adversely  affects  TSG's  ability to properly
perform those obligations.

         5.4      Customer Leased Equipment.

                  5.4.1  Schedule 5.4 contains a listing of equipment  leased by
Customer and used by Customer's  information  technology staff immediately prior

<PAGE>

to the Effective  Date for purposes of performing  the services and functions to
be  performed  by  TSG  pursuant  to  this   Agreement   (the   "Customer-Leased
Equipment").

                  5.4.2 As of the Effective Date,  Customer will provide to TSG,
at Customer's expense,  legal and physical access to and the use of the Customer
Leased  Equipment,  as well as any renewals of, additions to or replacements for
such  leased  equipment  that  may be  reasonably  requested  by TSG in order to
perform the TSG Services.  The Customer-Leased  Equipment will remain the leased
equipment  of Customer,  and that  Customer  shall  procure for TSG the right to
relocate the Customer-Leased  Equipment to the TSG Data Center from time to time
for the sole purpose of performing the TSG Services. Customer will pay all costs
and  expenses  relating  to the  Customer-Leased  Equipment,  including  without
limitation,  lease payments,  insurance,  maintenance fees and taxes. During the
Term, TSG will manage the Customer-Leased Equipment and Customer hereby appoints
TSG as its sole agent for matters pertaining to such Customer-Leased  Equipment.
Customer  shall  promptly   notify  all   appropriate   third  parties  of  such
appointment.

                  5.4.3 TSG will not be  responsible  for any default by vendors
or other third  parties with  respect to the  operation  or  maintenance  of any
Customer-Leased  Equipment.  If TSG requests that Customer obtain any additional
or replacements  of any Customer-  Lease Equipment and Customer  determines that
renewals of, additions to or replacements of any  Customer-Leased  Equipment are
not needed or declines to  participate  in the  acquisition  thereof to a degree
acceptable  to TSG, TSG shall  thereafter be relieved of any  obligations  under
this  Agreement  (including  but not  limited  to the  SLAs),  to the extent the
failure to acquire  such  additions  or  replacements  adversely  affects  TSG's
ability to properly perform those obligations.

         5.5      Third Party Services.

                  5.5.1  Commencing  on the Effective  Date,  Customer will make
available to TSG, at  Customer's  expense,  (i) all  services  provided by third
parties and used by Customer's information technology staff immediately prior to
the Effective  Date for purposes of performing  the services and functions to be
performed by TSG pursuant to this Agreement,  including the third party services
described in Schedule 5.5.1 (the "Third Party Services");  and (ii) any renewals
of,  additions  to or  replacements  for the Third  Party  Services  that may be
reasonably  requested  by TSG in order to  perform  the TSG  Services.  TSG will
manage  all  Third  Party  Services  on behalf of  Customer  during  the Term in
accordance  with the terms and conditions of the applicable  third party service
agreements.   Included   within   the  Third   Party   Services   shall  be  all
telecommunications and data lines and circuit provider agreements, with Customer
acknowledging that TSG is not a licensed provider of communications circuits and
therefore shall only be responsible  for monitoring such providers'  performance
of its obligations to provide and maintain the communications circuit, work with
such provider and Customer to resolve problems with the communications  circuit,

<PAGE>

and take all reasonable actions (including  contract  enforcement) to cause such
provider to perform such obligations.

                  5.5.2 Customer will pay all costs and expenses associated with
the Third Party  Services  agreements.  Customer's  exclusive  remedies  for any
service  problems  relating to any Third Party Services will be the remedies set
forth in the applicable third party service agreement.  Customer hereby appoints
TSG as its sole agent for all matters  pertaining  to the Third Party  Services,
and  Customer  shall  promptly  notify  all  appropriate  third  parties of such
appointment. If Customer determines that renewals,  additions to or replacements
of any Third  Party  Service is not needed or  declines  to  participate  in the
acquisition  thereof to a degree  acceptable  to TSG,  TSG shall  thereafter  be
relieved of any obligations  under this Agreement  (including but not limited to
the SLAs),  to the extent the failure to acquire  such  renewals,  additions  or
replacements   adversely   affects  TSG's  ability  to  properly  perform  those
obligations.

         5.6  Customer  Contract  Manager.  During  the Term,  Neil Vos,  or his
designee or any successor identified to TSG by Customer in writing,  will be the
designated  contract  manager  (the  "Customer  Contract  Manager")  who will be
authorized  to act as the primary  point of contact for  Customer in  addressing
issues concerning each party's  obligations or requests for modifications  under
this Agreement,  and shall have authority to execute  modifications or additions
to this Agreement on behalf of Customer.

         5.7  Assistance.  Customer  will  provide  TSG with all  necessary  and
reasonable resources,  information and other assistance, as may be agreed by the
parties from time to time, in connection  with the  activities  contemplated  by
this  Agreement  and  shall  punctually   perform  its  obligations  under  this
Agreement.  TSG shall be relieved of any obligations under this Agreement to the
extent  caused in whole or in part by  Customer's  failure  to comply  with this
Section 5.7.

         5.8 Use of TSG Services.  Except with the written  consent of TSG or as
otherwise set forth in this Agreement, Customer may not (i) use the TSG Services
for any purposes other than for Customer's internal trucking operations, or (ii)
transfer any material or  information  related to the TSG Services,  in any form
whatsoever,  to any third  party or allow  any third  party to access or use any
such material or information.

         5.9 Customer Licensed Software. As of the Effective Date, Customer will
obtain any licenses,  consents,  approvals or authorizations  from third parties
necessary for TSG to legally and physically access and use the Customer Licensed
Software required for TSG to perform the Services, as described on Schedule 5.9,
and will provide  written  evidence of such consents to TSG upon TSG's  request.
Customer will pay all costs and expenses  associated with the Customer  Licensed

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Software, including all required license, access fees, installation, maintenance
and  upgrade  fees,  and any fees or  charges  which may be  necessary  to bring
Customer  into  compliance  with its existing  software  licenses.  The Customer
Licensed  Software  will  be  made  available  to  TSG in a  form  and on  media
compatible  with the  equipment  TSG is then  operating  on  Customer's  behalf,
together with  appropriate  documentation  and other  materials.  Customer shall
comply  with  the  applicable  license  agreements  for  all  Customer  Licensed
Software.  Customer  represents and warrants that all Customer Licensed Software
required for TSG to perform the Service is listed on Schedule 5.9.

         5.10  Customer  Owned  Software.  Customer will provide TSG with object
code and source code for the Customer Owned  Software,  as described on Schedule
5.10, together with any consents, approvals or authorizations from third parties
necessary for TSG to legally and  physically  access and use the Customer  Owned
Software,  in both object code and source code form,  for  purposes of providing
the TSG Services, and will provide written evidence of such consents to TSG upon
TSG's  request.  The Customer  Owned Software will be made available to TSG in a
form and on  media  compatible  with  the  equipment  TSG is then  operating  on
Customer's behalf, together with appropriate  documentation and other materials.
The Customer  represents and warrants that all Customer Owned Software necessary
for TSG to perform the Services is listed on Schedule 5.10.

         5.11  Failure  to  Obtain  Required  Consents.  In the  event  that any
Required  Consent is not obtained  with  respect to any of the  Customer  Leased
Equipment,  Third Party Services,  Customer Licensed Software, or Customer Owned
Software,  then, unless and until such Required Consent is obtained, the Parties
shall cooperate in achieving a reasonable alternative  arrangement.  If Customer
fails to provide to TSG any Required  Consent required to be provided under this
Agreement,  then (i) TSG shall be excused from  performing  the TSG Services (or
New  or  Additional  Services,   if  applicable)  if  and  to  the  extent  such
nonperformance  results from such failure,  and TSG's nonperformance will not be
deemed to be a breach of this  Agreement  or  grounds  for  termination  of this
Agreement by Customer, and (ii) if the Required Consent relates to a TSG Service
covered under the Monthly Base Charge,  until such time as such Required Consent
has been  obtain,  TSG will adjust the  Monthly  Base Charge in an amount as its
deems reasonable and appropriate.

         5.12 Training of Customer  Personnel.  Customer  will train  Customer's
personnel to properly prepare input for, and appropriately  use, output from the
TSG Software.  Customer will provide appropriate training for all new Customer's
employees on Software then in use by or on behalf of Customer.

         5.13 Provision of Source Data. Customer will promptly supply to TSG for
processing all required  source data and machine  readable data with  applicable
control  totals  (i)  in the  form  presently  used  in  Customer's  information

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technology  operations,  or (ii) in such form and on such time  schedule  as set
forth in the documentation provided to TSG by Customer, and as may be reasonably
requested by TSG with respect to the  performance of the TSG Services.  Customer
will be  responsible  for the  quality,  accuracy  and  legibility  of the  data
provided to TSG.  TSG will not be liable for any default in its  performance  of
the TSG Services which is due to any  insufficiency  of the source data provided
by Customer to TSG.

         5.14  Inspection.  Customer will timely  inspect and review all reports
and output provided by TSG.  Customer will notify TSG of any incorrect (i) daily
or weekly reports within one (1) business day after receipt of such reports, and
(ii) monthly or other  reports  within three (3) business  days after receipt of
such reports.

         5.15     Supplies.

                  5.15.1  Customer will  provide,  at  Customer's  expense,  any
preprinted, customized forms and supplies specifically and uniquely designed for
Customer's business operations ("Special Forms"), as reasonably requested by TSG
for use in performing the TSG Services.  TSG will be  responsible  for providing
appropriate  inventory controls for standard data processing forms and supplies.
TSG will also maintain  inventory  controls for Customer's  Special Forms unless
such forms require more than standard security.

                  5.15.2  From time to time  during  the Term,  TSG will  inform
Customer  that it needs to purchase  certain  preprinted,  customized  forms and
supplies  specifically and uniquely designed for Customer's business operations.
TSG will provide  Customer  with its  specifications  (quantity and quality) for
such  supplies for purposes of performing  the TSG  Services.  Customer will (i)
contract  with the third party vendor of its choice for such forms and supplies,
(ii) order and arrange for the delivery of the  requested  forms and supplies to
TSG,  and  (iii)  pay all  costs and  expenses  associated  with such  forms and
supplies.  TSG will manage such third party vendor on behalf of Customer  during
the Term in a manner  consistent with the terms and conditions of the applicable
third party  agreement.  TSG will not be  responsible  if the third party vendor
fails to  deliver  the forms and  supplies  on a timely  basis,  and  Customer's
remedies  for  any  service  problems  will be the  remedies  set  forth  in the
applicable  third party  agreement.  Customer hereby appoints TSG as its primary
contact to manage all matters  pertaining  to such  services and shall  promptly
notify all appropriate third parties of such appointment.

         5.16 Governmental Approvals.  Customer shall, at its expense, cooperate
and provide reasonable  assistance to TSG in obtaining all required governmental
approvals  which are a prerequisite to this Agreement  becoming  effective or as
may be necessary for TSG to perform the TSG Services.

<PAGE>

                                    ARTICLE 6

                                 SERVICE LEVELS

         6.1 Establishment of SLA's.  During the six (6) month period commencing
as of the Effective Date, TSG's Account Manager and Customer's  Contract Manager
shall establish appropriate SLA's for the performance of the TSG Services.  Upon
the Parties'  Consent,  any SLA  established  hereunder  shall be set forth in a
written  amendment or supplement to this  Agreement.  The metrics which TSG will
measure during the six (6) month period for purposes of  establishing  the SLA's
are set forth in Schedule 6.1.

         6.2 SLA  Standard.  Each SLA shall  specify  the SLA  Standard  for the
services subject to such SLA.

         6.3  Monitoring.  TSG shall capture and retain  information and monitor
its performance of the TSG Services in accordance with the SLAs. TSG's adherence
to the SLA  Standards  shall be evaluated  and reported to Customer on or before
the tenth (10th) day of every month.

         6.4 Costs of  Implementing  Monitoring.  Customer  shall pay to TSG the
incremental  costs  incurred by TSG in obtaining or  developing  the  monitoring
systems.

         6.5 Correction of Deficiencies. TSG is obligated to cure or correct its
errors,  mistakes,  and deficiencies in service under the SLAs, at no additional
cost to Customer.  TSG will use its commercially  reasonable  efforts to cure or
correct any such errors,  mistake or  deficiencies  within thirty (30) days from
Notice from Customer identifying the error, mistake or deficiency.

                                    ARTICLE 7

                                FEES AND CHARGES

         7.1      Fees and Charges.

                  7.1.1 In consideration of the performance of the TSG Services,
for each month  during the Term,  Customer  shall pay TSG a monthly base charge,
according  to the rates for the TSG  Services  set  forth on  Schedule  7.1 (the
"Monthly Base Charge"),  subject to adjustment as provided in Section 7.2 below.
The Monthly  Base  Charge  shall be prorated on a per diem basis for any partial
month.  In  addition,  Customer  shall pay all  other  sums due and  payable  in
accordance with Schedule 7.1.

                  7.1.2 For any New or Additional  Services provided to Customer
by TSG,  Customer will pay TSG (a) for New or Additional  Services  charged on a
time and  material  basis,  the hourly rate of $100,  for the  initial  12-month

<PAGE>

period,  which may be increased by TSG after the initial 12-month period but not
to exceed  $135.00  during the initial  Term of this  Agreement,  plus  mutually
agreed upon material  prices,  (b) for New or Additional  Services charged other
than on a time and material basis,  the amounts mutually agreed upon by Customer
and TSG for such New or Additional Services and (c) any reasonable out-of-pocket
expenses of TSG as provided in Section 7.4.

                  7.1.3  In the  event  TSG pays for any  Third  Party  Services
directly to the provider  thereof,  the  invoices for such Third Party  Services
will be passed  through  directly to Customer  with no mark-up by TSG.  TSG will
endeavor to obtain from the Third Party Service  providers more favorable  rates
under  such Third  Party  Services  agreements  than paid by  Customer  upon the
execution of this Agreement.

         7.2  Adjustment to Charges.  During each calendar  year, TSG may adjust
the fees and charges for the TSG Charges and any New of  Additional  Services by
an amount not to exceed the annual  percentage  increase in the  Consumer  Price
Index for All Urban Consumers (CPI-U) over the prior calendar year. If the CPI-U
is modified or  discontinued,  the parties shall substitute  another  comparable
index which measures the relative change in consumer prices.  Further,  Customer
is currently  the only trucking  carrier on the IBM AS400  Computer that TSG has
dedicated for use in performance of the TSG Services hereunder. In the event TSG
actually utilizes such IBM AS400 for another trucking carrier,  it will promptly
notify  Customer  and advise if there have been  created any  economies of scale
resulting from the dual use thereof,  and will reduce the Monthly Base Charge to
Customer accordingly.

         7.3  Termination  Assistance.  Customer shall pay TSG for the resources
used by TSG in performing the Termination Assistance Services during the Term of
and after the  expiration or  termination  of this  Agreement.  For  Termination
Assistance  Services  which are provided by TSG prior to the  effective  date of
such termination, Customer shall pay for such Termination Assistance Services at
the then current  published  labor rates.  Any Termination  Assistance  Services
which are provided by TSG to Customer  after the effective  date of  termination
shall be paid at TSG's then current commercial rates for such services.

         7.4  Out of  Pocket  Expenses  and  Third  Party  Charges.  For any TSG
Services which are provided at a site other than at TSG's offices, Customer will
pay TSG a Per Diem charge.  The Per Diem charge shall be the rates  published by
the U.S.  government for federal employees  traveling on government  business in
the city where the TSG Services are being performed  ("CONUS/OCONUS").  Customer
will also pay, or reimburse TSG for, the actual cost of all local and air travel
and  travel-related  expenses incurred by TSG in connection with the performance
of the TSG Services hereunder.

<PAGE>

                                    ARTICLE 8

                              INVOICES AND PAYMENT

         8.1 Monthly Base Charge.  Unless TSG fails to commence  performance  of
the TSG  Services  on or before  April 6, 1998 for  reasons  within  TSG's  sole
control,  Customer shall pay to TSG the Monthly Base Charge,  in advance,  on or
before the first day of each  calendar  month  commencing  April 1, 1998. If for
some reason within TSG's sole control,  TSG is unable to commence performance of
the TSG Services on or before April 6, 1998,  the Parties will negotiate in good
faith a new date the payment of Monthly Base Charge shall begin hereunder.

         8.2 Other  Charges.  TSG shall invoice  Customer for all other fees and
charges due under this Agreement on a monthly  basis.  Invoices shall be sent to
Customer at 1901 West 2100 South,  Salt Lake City, Utah 84119,  Attn.:  Accounts
Payable.

         8.3 Payment. Other than the Monthly Base Charge, any sums due TSG under
this  Agreement will be due and payable within thirty (30) days after receipt by
Customer of an invoice from TSG.

         8.4 Interest on Overdue Amounts.  Any sums due TSG under this Agreement
that is not paid when due shall thereafter bear interest from the date due until
paid at a rate  equal to the lesser of (a) two  percent  per annum more than the
prime rate established from time to time by Citibank,  New York N.A., or (b) the
maximum rate of interest allowed by applicable law.

         8.5 No  Deductions/Set-Off.  All payments by Customer hereunder for the
Monthly Base Charge and  reimbursement  for Third Party  Services  shall be made
free and clear of and without deduction for any present or future taxes, levies,
imposts, deductions,  charges or withholdings,  and all liabilities with respect
thereto, without set-off or reduction for any amounts owed, or claimed, from TSG
by Customer and Customer  hereby  waives and  disclaims  any rights of offset or
set-off.

                                    ARTICLE 9

                                      Taxes

         9.1 Shipping, Taxes and Import Duties. Customer shall pay, or reimburse
TSG for,  (i) all taxes,  including  but not  limited  to,  Value  Added  Taxes,
municipal  taxes,  personal  property taxes,  franchise  taxes, net worth taxes,
sales  and  use  taxes,   registration  fees,  excise  taxes,  stamp  taxes  and

<PAGE>

importation  and custom duty taxes  (collectively,  the "Taxes")  imposed on TSG
arising from this Agreement, excluding Taxes based on TSG's net income; and (ii)
any  additional  Taxes,  income  taxes,  imposed  on  TSG  as a  result  of  any
reimbursements  under  clause (i) or (ii) of this Section  9.1.  Customer  shall
indemnify and hold TSG harmless for any and all tax payments  made.  Each of the
Parties  shall be  responsible  for the  reporting and payment of any ad valorem
taxes  due on  property  owned  by it or  leased  by it from a third  party.  If
Customer is required by law to make any  deduction  or to withhold  from any sum
payable to TSG by Customer  hereunder,  (a) Customer shall effect such deduction
or  withholding,  remit such amounts to the appropriate  taxing  authorities and
promptly furnish TSG with tax receipts  evidencing the payments of such amounts,
and (b) the sum payable by Customer upon which the deduction or  withholding  is
based  shall be  increased  to the extent  necessary  to ensure  that after such
deduction or withholding, TSG receives and retains, free from liability for such
deduction  or  withholding,  a net  amount  equal to the  amount  TSG would have
received and retained in the absence of such required deduction or withholding.

                                   ARTICLE 10

                               PROPRIETARY RIGHTS

         10.1 TSG  Proprietary  Information.  TSG retains  all right,  title and
interest in and to any and all TSG Software and related Documentation (including
but not limited to any  modifications,  customizations  or  enhancements  to, or
derivative works of, any TSG Software),  software  development tools,  know-how,
methodologies,  processes,  technologies or algorithms used in providing the TSG
Services  that  are  trade  secrets  or  proprietary  information  of TSG or its
Affiliates or otherwise owned or licensed by TSG or its  Affiliates.  Unless the
Parties separately agree on a case-by-case basis, TSG shall own any software TSG
develops  on  Customer's  behalf  under this  Agreement,  subject to the license
provisions set forth below.

         10.2  Customer  Data.  Information  relating to Customer  contained  in
Customer's data files ("Customer  Data") is the exclusive  property of Customer.
TSG is authorized to have legal and physical  access to and make use of Customer
Data for the sole purpose of  performing  the TSG Services.  Upon  expiration or
termination of this Agreement, the Customer Data shall be either erased from the
data files  maintained  by TSG or, at  Customer's  written  request and expense,
returned to Customer in TSG's then existing machine-readable format and media.

         10.3 License.  Subject to obtaining any necessary  third-party consents
regarding  the  sublicensing  of Third Party  Software,  TSG grants to Customer,
during the Term, a limited, non-exclusive and non-transferable right and license
to use,  in object  code form  only,  the TSG  Software  and the  Documentation,
strictly in accordance  with the terms of this  Agreement.  If Customer pays for
the  complete  development  costs and  expenses  incurred by TSG for any New TSG
Software provided pursuant to this Agreement, Customer will receive a perpetual,
non-exclusive and non-transferable right and license to use, in object code form
only, to such TSG Software.  The rights hereby granted are limited to Customer's

<PAGE>

use of the TSG Software and Documentation in connection with Customer's internal
operations  and for no other use.  Customer's  use of any Third  Party  Software
shall be subject to all of the terms and  conditions of the  applicable  license
agreement  between TSG and the licensor of such Third Party  Software.  Customer
shall make no  modifications,  alterations,  developments or Derivative Works of
the TSG Software or related  Documentation.  Customer  shall further not reverse
engineer,  disassemble,  compile, reverse compile or decompile the TSG Software.
Customer shall not transfer or sublicense TSG Software or any component thereof,
to any person or entity,  whether by operation of law or otherwise,  without the
Consent  of TSG.  In no event  will TSG have  any  liability  hereunder  for the
failure of Third  Party  Software,  including  but not limited to its failure to
operate in accordance  with its technical  documentation  or description  except
arising from causes within TSG's full control.

         10.4 Protection of Software  Rights Against Third Parties.  If Customer
becomes aware of any infringement or  misappropriation by any third party of the
TSG  Software,   it  shall  promptly   notify  TSG  of  such   infringement   or
misappropriation in writing. TSG may, at is own expense,  institute suit against
such third party, and Customer shall fully cooperate with TSG, at TSG's expense,
to enjoin such infringement or misappropriation  and shall, if requested by TSG,
join with TSG as a party to any action brought by TSG for such purpose.

                                   ARTICLE 11

                            CONFIDENTIAL INFORMATION

         11.1  Confidential  Information.  As of  the  Effective  Date  of  this
Agreement,  and except as otherwise provided in this Agreement, TSG and Customer
each  agree that all  information  communicated  to it by the other,  including,
without  limitation,   the  terms  of  this  Agreement,  which  is  (i)  written
information  marked  or  identified  as  confidential,  and (ii)  oral or visual
information  identified  as  confidential  at the time of  disclosure,  which is
accurately summarized in writing and provided to the other Party in such written
form promptly after such oral or visual disclosure ("Confidential  Information")
will be received in strict  confidence,  will be used only for  purposes of this
Agreement,  and  will not be  disclosed  by the  recipient  Party,  its  agents,
subcontractors  or  employees  without  the prior  written  consent of the other
Party.  TSG and Customer each agree to use the same means it uses to protect its
own confidential  information,  but in any event not less than reasonable means,
to prevent the disclosure of the  Confidential  Information to outside  parties.
However, neither TSG nor Customer shall be prevented from disclosing information
which  belongs  to such party or is (a)  already  known by the  recipient  party
without an obligation of confidentiality; (b) publicly known or becomes publicly
known  through  no  unauthorized  act of the  recipient  Party;  (c)  rightfully
received  from a third  party  without an  obligation  of  confidentiality;  (d)
independently   developed   without  use  of  the  other  Party's   confidential
information;  (e) disclosed without similar restrictions to a third party by the
Party owning the confidential  information;  (f) approved by the other Party for

<PAGE>

disclosure;  or (g)  required to be  disclosed  pursuant to a  requirement  of a
governmental  agency or law, if the  disclosing  Party  provides the other Party
with notice of this requirement prior to disclosure.

         11.2 Residual Knowledge.  TSG shall be free to use the ideas,  concepts
or know-how developed by TSG during the performance of the TSG Services that are
in  nontangible  form and may be retained by TSG's  employees.  TSG may acquire,
license,  market,  distribute,  develop  for  itself or others,  or have  others
develop for it, similar  technology  performing the same or similar functions as
the technology  contemplated by this  Agreement.  Customer shall also be free to
use the ideas, concept or know-how developed by Customer during the term of this
Agreement  that  are in  nontangible  form  and may be  retained  by  Customer's
employees.

                                   ARTICLE 12

                                   WARRANTIES

         12.1 Mutual Warranties. Each Party represents and warrants to the other
that: (i) it is a corporation  duly  organized and validly  existing and in good
standing  under  the  laws of its  jurisdiction  of  formation  and/or  place of
principal business;  (ii) the performance of its obligations  hereunder has been
duly  authorized by all necessary  corporate  action;  (iii) this Agreement is a
legal,  valid and binding obligation  enforceable  against it in accordance with
its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization,
liquidation and other laws and equitable principles relating to or affecting the
enforcement of creditors'  rights  generally as they may be applied in the event
of the bankruptcy, insolvency, moratorium,  reorganization or liquidation of, or
the  appointment  of a receiver  with  respect to the  property of, or a similar
event applicable to, such Party; (iv) neither the execution and delivery of this
Agreement  nor the  performance  of any of its  obligations  hereunder,  nor the
consummation of any of the transactions  contemplated  hereby,  will violate any
agreement  to  which  it is a  party  or any  provision  of its  Certificate  of
Incorporation, Articles of Incorporation, By-Laws or other document of corporate
governance, nor any applicable law, regulation, rule, judgment, order or decree;
and (v) it has duly obtained or made all consents,  approvals or  authorizations
of, or registrations,  declarations or filings with, any governmental  authority
which  are  required  as a  condition  to  the  valid  execution,  delivery  and
performance of this Agreement on its part.

         12.2 No Other  Representations or Warranties.  THE WARRANTIES SPECIFIED
HEREIN ARE THE ONLY  WARRANTIES  MADE BY TSG, THE APPLICABLE  MANUFACTURERS  AND
SUPPLIERS  WITH  RESPECT  TO THE TSG  SERVICES.  EXCEPT AS  OTHERWISE  SPECIFIED
HEREIN,  THE TSG SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS."  THERE ARE
NO OTHER  WARRANTIES,  EXPRESS OR IMPLIED,  BY  OPERATION  OF LAW OR  OTHERWISE,

<PAGE>

INCLUDING  WITHOUT  LIMITATION  ANY  IMPLIED   WARRANTIES  OF   MERCHANTABILITY,
NON-INFRINGEMENT  OR FITNESS FOR INTENDED USE OR ANY IMPLIED  WARRANTIES ARISING
OUT OF  COURSE  OF  PERFORMANCE,  COURSE  OF  DEALING,  OR  USAGE OF  TRADE.  NO
REPRESENTATION  OR OTHER  AFFIRMATION  OF FACT  WHICH IS NOT  CONTAINED  IN THIS
AGREEMENT,   INCLUDING  WITHOUT  LIMITATION   STATEMENTS   REGARDING   CAPACITY,
SUITABILITY  FOR USE, OR  PERFORMANCE  OF THE HARDWARE  COMPONENTS,  SOFTWARE OR
DATA, OR RELATING TO THE TSG SERVICES,  WHETHER MADE BY TSG OR OTHERWISE,  SHALL
BE DEEMED TO BE A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY  LIABILITY OF TSG
OR ANY MANUFACTURER OR SUPPLIER.

                                   ARTICLE 13

                            LIMITATIONS OF LIABILITY

         13.1 Intended  Allocation of Risks. The allocation of risks between the
Parties, and the limitations on the Parties' liabilities and remedies, set forth
in this Article 13 and elsewhere in this Agreement are specifically  intended by
the Parties, as part of their bargain (i.e., part of the consideration for their
other  respective  benefits  and  obligations)  in this  Agreement.  The Parties
acknowledge  that they have negotiated,  with the advice of legal counsel,  such
allocation and limitations.

         13.2 Gross  Negligence  or Willful  Misconduct.  EXCEPT FOR  CUSTOMER'S
OBLIGATION TO MAKE  PAYMENTS AS SET FORTH HEREIN,  IN NO EVENT WILL EITHER PARTY
BE LIABLE  TO THE OTHER  PARTY OR ANY  OTHER  PERSON,  FOR ANY LOSS,  LIABILITY,
DAMAGE OR EXPENSE  ARISING OUT OF OR IN  CONNECTION  WITH THIS  AGREEMENT OR THE
PERFORMANCE OR NON-PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, UNLESS
SUCH LOSS, LIABILITY,  DAMAGE OR EXPENSE SHALL BE DUE TO THE GROSS NEGLIGENCE OR
WILLFUL  MISCONDUCT  OF  SUCH  PARTY,  OR ITS  OFFICERS,  DIRECTORS,  AGENTS  OR
EMPLOYEES.

         13.3 Limitation on Damages.  IN NO EVENT WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR INCIDENTAL,  INDIRECT,  SPECIAL,  EXEMPLARY OR CONSEQUENTIAL
DAMAGES,  INCLUDING  DAMAGES  RESULTING FROM LOSS OF USE, LOSS OF DATA,  LOSS OF
PROFITS,  OR  LOSS  OF  BUSINESS  ARISING  OUT  OF OR IN  CONNECTION  WITH  THIS
AGREEMENT,  EVEN IF SUCH  PARTY  HAD BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH
DAMAGES.

         13.4  Limitation  on  Amount of  General  Damages.  TSG  shall  have no
liability  under or  relating  in any manner to this  Agreement  for any General
Damages in excess of (i) with respect to any claim or series of related  claims,

<PAGE>

an amount equal to the Monthly Base Charge for the calendar  month period ending
immediately  prior  to the date  that the  claim,  giving  rise to such  General
Damages or  liability  arose,  and (ii) in the  aggregate,  one million  Dollars
(US$1,000,000) during the Term.

         13.5 Tort Damages and Indemnifiable Losses. For the avoidance of doubt,
the  limits  on  liability  set  forth in this  Article  13  shall  apply to the
liability of a Party to indemnify  the other  Party's  Indemnitees  against Tort
Damages or Indemnifiable Losses under Article 14.

         13.6 Time for  Claims.  A Party may assert or make a claim  against the
other  Party  for any  breach  of this  Agreement,  or for  that  other  Party's
liability under this Agreement (including an Indemnification Claim), only within
two years after the breach or other event  constituting the basis for that claim
occurred, even if not discovered until after that two-year period. Nevertheless,
the two-year limit on the time for asserting or making any claim shall not apply
to a claim (including an Indemnification Claim) based on a Third-Party Claim.

         13.7  Warranties.  Each Party's  warranties in this  Agreement are made
solely to and for the benefit of the other  Party.  No Person other than a Party
may  assert or make a claim  based on the other  Party's  warranties  under this
Agreement.

         13.8 Equitable Relief. To the extent that any monetary relief available
under this Agreement is not an adequate remedy for any breach of this Agreement,
or upon any breach or impending breach of Section 11.1, the non-breaching  Party
shall be entitled to injunctive  relief as a remedy for that breach or impending
breach by the other  Party,  in  addition to any other  remedies  granted to the
non-breaching  Party in this Agreement.  That  injunctive  relief must be sought
through arbitration in accordance with the Dispute Resolution Procedure.

         13.9 Exclusive  Remedies.  The remedies described in this Agreement are
the  exclusive  rights  and  remedies  of a Party  regarding  any breach of this
Agreement or any matter that may be the subject of a claim for  liability  under
or relating to this Agreement.

         13.10 Noncumulative  Remedies.  If a particular remedy for a breach of,
or the  occurrence of any other event  described in, this Agreement is specified
in this Agreement,  that remedy shall be the exclusive remedy upon such a breach
or event.  Nevertheless,  if more than one  remedy for such a breach or event is
specified in this Agreement, the Party entitled to a remedy must elect or choose
between the  available  remedies,  and may not  cumulate  or  exercise  multiple
remedies, upon such a breach or event.

         13.11 Waiver of Remedies.  No  forbearance,  delay,  or indulgence by a
Party in enforcing this  Agreement,  within the applicable time limits stated in
this Agreement,  shall prejudice the rights or remedies of that Party. No waiver
of a Party's rights or remedies  regarding a particular breach of, or occurrence
of any other event  described in, this  Agreement  constitutes a waiver of those

<PAGE>

rights or remedies, or any other rights or remedies,  regarding any other or any
subsequent  breach of, or  occurrence  of any other  event  described  in,  this
Agreement.

                                   ARTICLE 14

                                 INDEMNIFICATION

         14.1     Representations and Warranties

                  14.1.1 Customer shall indemnify,  defend and hold harmless the
TSG  Indemnitees  from and  against all losses,  claims,  obligations,  demands,
assessments,  fines and penalties,  liabilities,  expenses and costs  (including
reasonable fees and disbursements of legal counsel and accountants),  bodily and
other personal injuries,  damage to tangible property and other damages,  of any
kind or nature,  actually  suffered or incurred  by a TSG  Indemnitee  resulting
from,  arising  out of, or  relating  to,  any breach of any  representation  or
warranty of Customer set forth in Sections 5.9, 5.10 and 12.1 of this Agreement.

                  14.1.2  TSG shall  indemnify,  defend  and hold  harmless  the
Customer Indemnitees from and against all losses, claims, obligations,  demands,
assessments,  fines and penalties,  liabilities,  expenses and costs  (including
reasonable fees and disbursements of legal counsel and accountants),  bodily and
other personal injuries,  damage to tangible property and other damages,  of any
kind or nature, actually suffered or incurred by a Customer Indemnitee resulting
from,  arising  out of, or  relating  to,  any breach of any  representation  or
warranty of TSG set forth in Section 12.1 of this Agreement.

         14.2 End Users. Customer shall indemnify, defend and hold harmless TSG,
its  directors,  officers,  employees  and agents  from and  against all losses,
claims, obligations, demands, assessments, fines and penalties (whether civil or
criminal),  liabilities,  expenses  and  costs  (including  reasonable  fees and
disbursements  of legal  counsel  and  accountants),  bodily and other  personal
injuries,  damage to tangible property and other damages, of any kind or nature,

<PAGE>

actually suffered or incurred by a person,  and resulting from,  arising out of,
or relating to, any claim by any End User of Customer.

         14.3     Employment Related Matters.

                  14.3.1  From and  after  the  Effective  Date,  Customer  will
indemnify,  defend and hold both TSG's officers,  agents and employees  harmless
from and against  any loss,  cost,  expense,  damage,  liability,  claim or suit
(including, without limitation,  reasonable attorneys' fees and expenses) caused
by or arising out of (i) any hiring, termination or other personnel action taken
by  Customer  with  respect to any  Transitioned  Employee,  to the extent  such
actions  occurred or claims arose prior to the Effective  Date; (ii) any hiring,
termination  or other  personnel  action  taken by Customer  with respect to any
other current or former  employee of Customer;  and (iii) the  transition of all
Transitioned  Employee to  employment  with TSG  pursuant to Section 4.1 of this
Agreement.

                  14.3.2 From and after the Effective  Date, TSG will indemnify,
defend and hold  Customer  harmless  from and against any loss,  cost,  expense,
damage,  liability,  claim or suit (including,  without  limitation,  reasonable
attorneys'  fees  and  expenses)  caused  by  or  arising  out  of  any  hiring,
termination  or  other  personnel  action  taken  by  TSG  with  respect  to any
Transitioned  Employee,  to the extent such  actions  occurred  and claims arose
after the  Effective  Date and do not  result  from or  relate  to a default  by
Customer of the terms of this Agreement.

         14.4     Infringement.

                  14.4.1 TSG will  defend,  at its expense,  any action  brought
against  Customer,  to the extent  that such action is based on a claim that any
element of the TSG Services constitutes a direct infringement of any duly issued
United States patent, or infringement of any copyright established in the United
States  ("Infringement").  TSG shall pay all damages and costs  finally  awarded
against Customer which are attributable to such Infringement,  provided that (i)
TSG is promptly  informed by Customer in writing upon Customer's  becoming aware
of such claim, (ii) is furnished a copy of each  communication,  notice or other
action relating to the alleged Infringement  received by Customer,  and (iii) is
given authority,  information and assistance from Customer reasonably  necessary
to defend or settle such claim.

                  14.4.2  Should any element of the TSG Services  become,  or in
TSG's opinion be likely to become the subject of a claim of  Infringement,  then
TSG may, at its option and  expense;  (i) procure for  Customer the right to use
such  infringing  element  of  the  TSG  Services  free  of  any  liability  for
Infringement;  (ii) replace or modify the infringing element of the TSG Services
with a non-Infringing  substitute otherwise complying with all the functionality
for the replaced  services,  or (iii) terminate the provision of such infringing
element of the TSG Services and thereby be released  from all  liabilities  with
respect  thereto.  TSG shall not be obligated to defend,  or be liable for costs
and damages,  if the Infringement  arises out of (y) the Customer  facilities or
services, the Customer Owned Equipment, the equipment covered under the Assigned
Leases,  the Customer Leased Equipment,  the Third Party Services,  the Customer
Licensed  Software  or the  Customer  Owned  Software;  or (z) a breach  of this
Agreement by Customer.

                  14.4.3  Customer  shall  defend,  at its  expense,  any action
brought against TSG, to the extent that such action is based on a claim that any
Customer  Licensed  Software or Customer  Owned  Software  infringes on any duly
issued United States patent, or infringement of any copyright established in the
United States.  Customer shall pay all damages and costs finally awarded against

<PAGE>

TSG which  are  attributable  to a claim  covered  under  this  Section  14.4.3,
provided  that (i)  Customer is promptly  informed by TSG in writing  upon TSG's
becoming  aware  of  such  alleged  claim,  (ii)  is  furnished  a copy  of each
communication,  notice or other action relating to the alleged claim received by
TSG,  and  (iii)  is  given  authority,  information  and  assistance  from  TSG
reasonably necessary to defend or settle such claim

                  14.4.4  The  foregoing  sets forth  TSG's  sole and  exclusive
liability,  and  Customer's  sole and  exclusive  remedies,  with respect to any
claims for Infringement.

         14.5     Indemnification Procedures.

                  14.5.1  The  indemnification  obligations  set  forth  in this
Article shall not apply unless the Party claiming indemnification:  (i) notifies
the other  promptly of any matters in respect of which the  indemnity  may apply
and of which the notifying Party has knowledge, in order to allow the indemnitor
the opportunity to investigate and defend the matter,  provided,  however,  that
the failure to so notify shall only relieve the  indemnitor  of its  obligations
under this  Article 14 if and to the extent that the  indemnitor  is  prejudiced
thereby; and (ii) gives the other Party full opportunity to control the response
thereto and the defense  thereof,  provided,  however,  that the Indemnitee will
have the right to participate  in any legal  proceeding and to be represented by
legal counsel of its choosing, all at the Indemnitee's cost and expense.

                  14.5.2  The   indemnitor   shall  not  be  obligated  for  any
settlement  or compromise  made without its consent.  The  Indemnitee  agrees to
cooperate  in good faith with the  indemnitor  at the request and expense of the
indemnitor.

                                   ARTICLE 15

                       FORCE MAJEURE AND DISASTER RECOVERY

         15.1  Force  Majeure.  Except  for the  obligations  to  make  payments
hereunder,  each Party  shall be relieved of the  obligations  hereunder  to the
extent  that  performance  is  delayed  or  prevented  by any cause  beyond  its
reasonable control, including,  without limitation, acts of God, public enemies,
war, civil disorder,  communications  failures,  fire, flood,  explosion,  labor
disputes  or  strikes  or any  acts or  orders  of any  governmental  authority,
failures or fluctuations in electrical  power,  heat, light, air conditioning or
telecommunications equipment.

         15.2  Disaster  Recovery.  If requested  by  Customer,  TSG will assist
Customer  with  developing  a  disaster   recovery  plan  designed  to  minimize
disruption  to  Customer's  data  processing  operations  caused by  natural  or
man-made disasters.  Customer will pay TSG additional fees for such plan and for
disaster recovery services,  if any, provided by TSG at rates and upon terms and
conditions to be mutually agreed to in writing by the Parties.

<PAGE>

                                   ARTICLE 16

                               DISPUTE RESOLUTION

         16.1  Performance  Review.  The TSG Account  Manager  and the  Customer
Contract  Manager will meet as often as shall  reasonably be requested by either
Party to  review  the  performance  of either  Party's  obligations  under  this
Agreement.  Each Party will appoint a representative with appropriate  authority
whose  task it  will  be to meet  for the  purpose  of  resolving  any  dispute,
controversy or claim. Such representatives will discuss the dispute, controversy
or claim and negotiate a resolution in good faith,  without the necessity of any
formal proceeding relating thereto.

         16.2 Dispute Resolution.  All disputes between the Parties not resolved
by the means  described  above shall be resolved by arbitration  pursuant to the
terms below.

                  16.2.1 If no further  agreement  has been  reached  after such
good faith  discussions,  then either Party, upon thirty (30) days notice to the
other Party identifying with  particularity  those areas in dispute,  may submit
such  dispute  to  arbitration.  Any such  arbitration  shall be held at Denver,
Colorado  under  the  Arbitration  Rules  of the  Endispute/JAMS  ("JAMS").  The
arbitration  panel shall  consist of three  arbitrators.  The Parties shall each
nominate an  arbitrator  within  thirty (30) days of the notice  submitting  the
dispute to arbitration  and the nominated  arbitrators  shall agree on the third
arbitrator within thirty (30) days after the both of them have been nominated.

                  16.2.2 The  Parties  agree  that the award of the  arbitration
shall be the sole and exclusive remedy between the Parties regarding any claims,
counterclaims, issues or accounting presented to the arbitrators; that the award
must be consistent with terms and conditions of this Agreement; that it shall be
made and shall be payable in accordance  with the award in U.S.  Dollars free of
any tax,  deduction  or offset;  and that any costs,  fees or taxes  incident to
enforcing the award shall,  to the maximum  extent  permitted by law, be charged
against the Party resisting such enforcement.

         16.3  Continued  Performance.  Unless (a) an action  under this Article
involves a claim by TSG for  nonpayment by Customer,  or (b) this  Agreement has
been terminated in accordance with other provisions of this Agreement, TSG shall
continue to perform its obligations  under this Agreement during the arbitration
proceedings  and Customer  shall  continue to make payments to TSG in accordance
with this Agreement.

<PAGE>

                                   ARTICLE 17

                                   TERMINATION

         17.1  Termination for Breach.  In the event of certain breaches of this
Agreement,  TSG or Customer may terminate this Agreement in accordance with this
Section 17.1.

                  17.1.1 Upon TSG's Egregious Breach of this Agreement, Customer
may terminate this Agreement, provided that Customer gives TSG thirty (30) days'
written  notice of its  intent  to  terminate  and TSG fails to cure the  breach
within such thirty (30) days; and provided,  further, that such cure period will
be extended an additional  sixty (60) days if TSG delivers to Customer a written
plan to cure the  breach.  In both  instances,  unless  TSG cures  the  material
breach, the termination shall be effective as of the first day following the end
of the cure period or extended cure period as the case may be.

                  17.1.2 Upon  Customer's  material  breach of its obligation to
pay TSG in accordance with this  Agreement,  TSG may terminate this Agreement on
ten (10) days prior  written  notice to Customer of its intent to terminate  and
Customer fails to cure the breach within such ten (10) days.

                  17.1.3  If  either  Party  (i)  is  adjudicated   bankrupt  or
insolvent by a court of competent jurisdiction,  (ii) substantially ceases to do
business as currently conducted,  (iii) fails to pay its debts generally as they
become  due,  or (iv) takes steps to declare  bankruptcy,  wind up,  dissolve or
liquidate  (in each  case,  other  than  for the  purposes  of an  amalgamation,
restructuring,  or reconstruction pursuant to which the surviving entity becomes
bound by or assumes  the  obligations  under  this  Agreement),  or a  receiver,
trustee or similar officer is appointed over (or a lien holder takes  possession
of) all or a substantial  part of such Party's  property or assets,  or anything
similar to any of the foregoing  occurs in relation to such Party under the laws
of any jurisdiction,  the  non-defaulting  Party may terminate this Agreement on
Notice to the defaulting Party.

         17.2     Other Termination Events.

                  17.2.1  At any time  during  the Term and upon 180 days  prior
written  notice,  Customer may terminate this Agreement if (a) Customer's  gross
revenues for the immediately  preceding  calendar quarter decreases by more than
one-third (1/3) from the previous  calendar  quarter twelve (12) months prior to
the quarterly  period being measured (e.g.,  first quarter of 1998 compared with
first  quarter  of  1997),  or (b) PST is merged  with or  acquired  by  another
trucking  carrier  and TSG is unable to provide IT  services to both PST and the

<PAGE>

other trucking carrier for less than they  collectively  paid for  substantially
similar IT services at the time of the  acquisition or merger.  Further,  at any
time  following  the  30th  month  anniversary  of the  Effective  Date  of this
Agreement,  Customer may  terminate  this  Agreement  for its  convenience  upon
providing  Notice to TSG at least 180 days prior to the end of the calendar year
immediately  prior to the calendar year in which Customer  desires to terminate.
Upon any termination as permitted under this Section 17.2, Customer will pay TSG
for all costs and expenses incurred by TSG in connection with the termination of
this Agreement,  including (i) all  unamortized  capital costs carried by TSG in
connection  with this  Agreement,  (amortization  not to exceed five (5) years),
(ii)  all  unamortized  start  up  costs  and  expenses  incurred  by TSG in the
performance of this Agreement (startup cap set at $300,000,  amortization not to
exceed five (5) years),  (iii)  committed  fees and  expenses in support of this
Agreement  that TSG cannot  avoid,  and (iv) any  additional  costs and expenses
incurred by TSG in  termination  of the services such as employee  transition or
termination expenses.

                  17.2.2  If  due  to  new  technology  that  becomes  generally
available  on the  commercial  market,  Customer  is able to obtain from a third
party  service  provider  any  service  substantially  similar to a TSG  Service
provided hereunder, at terms and conditions that, when taken as a whole, is more
favorable than the terms and  conditions  provided  under this  Agreement,  then
Customer shall provide Notice (together with substantiation of the better terms,
conditions and new  technology)  thereof to TSG. TSG shall have thirty (30) days
following the Notice in which to send Customer a written  proposal to modify the
terms and conditions of this  Agreement to the extent  required so that, if such
modification were accepted by Customer,  the terms and conditions  applicable to
such TSG Service be as favorable as that provided in the Notice.  Customer shall
have thirty (30) days to accept TSG's proposal or present a counter-offer of its
own. If Customer presents a counter-offer, the Parties shall negotiate to modify
this Agreement to the minimum extent required so that, if such modification were
implemented,  the terms and conditions of this Agreement, when taken as a whole,
would be as favorable as the terms and conditions  offered by the third party. A
failure of the Parties to reach a mutually acceptable modification within thirty
(30)  days  from the  commencement  of their  negotiations  shall  constitute  a
Dispute.

                                   ARTICLE 18

                    TERMINATION ASSISTANCE SERVICES; SURVIVAL

         18.1 Termination Assistance Services. Upon expiration or termination of
this Agreement,  TSG will provide to Customer such termination assistance as may
be reasonably  requested by Customer and agreed to in writing by TSG,  including
pricing and terms of assistance. Such termination assistance (collectively,  the
"Termination  Assistance  Services")  may  include,   without  limitation,   the
following:

                  18.1.1  Developing  a  plan  for  the  orderly  transition  of
Customer data processing and telecommunication operations from TSG to Customer.

<PAGE>

                  18.1.2 Providing reasonable training,  to Customer's personnel
in the performance of the TSG Services then being performed by TSG.

                  18.1.3 Except if this  Agreement is terminated  for nonpayment
by Customer, granting Customer a nontransferable,  nonexclusive license or right
to use  certain  technology  (proprietary  to  TSG)  then  being  used by TSG in
rendering  services to Customer to process the  Customer  Data only,  subject to
Customer and TSG entering  into an  agreement,  in form and  substance  mutually
acceptable to TSG and Customer,  containing  such terms and conditions as may be
appropriate,  including,  without  limitation,  applicable  TSG charges for such
license or right to use and terms and conditions to protect the  confidentiality
of the TSG materials used in performing the TSG Services.

                  18.1.4  Using   commercially   reasonable  efforts  to  assist
Customer,  at Customer's cost and expense,  in acquiring any necessary rights to
legally and physically access and use any Third Party Software and documentation
then being used by TSG in  connection  with the  processing of the Customer Data
pursuant to this Agreement.

                  18.1.5 Using commercially reasonable efforts to make available
to Customer,  pursuant to mutually  agreeable  terms and  conditions,  any Third
Party Services then being used by TSG in connection with the TSG Services.

                  18.1.6  Furnishing  Customer with duplicates of magnetic tapes
or print-outs of  Customer's  data base or providing  Customer with the Customer
Data in a form deemed appropriate by TSG.

         18.2  Termination  Assistance  Period.  TSG  shall not be  required  to
perform the  Termination  Assistance  Services  for a period in excess of ninety
(90)  days  from  and  after  the  expiration  date  or the  effective  date  of
termination.

                                   ARTICLE 19

                                  MISCELLANEOUS

         19.1  Compliance  with  Applicable Law. Each party will comply with all
applicable  laws,  rules,  regulations  and  ordinances  governing its business,
facilities and assets.  On the Effective  Date,  each Party, at its own expense,
will have  obtained all necessary  approvals  from  governmental,  regulatory or
other authorities with jurisdiction over its business,  facilities and assets to
enter into and perform its obligations under this Agreement.

         19.2     Import, Export, Exchange Controls.

<PAGE>

                  19.2.1   Customer  will  be  responsible   for  obtaining  any
necessary  government  approvals,  consents,  licenses  and/or permits to enable
Customer  to (a)  export any  products  or  technical  data  required  for TSG's
performance  under this Agreement from the United States or any other country of
origin, (b) import such products and technical data into any other country,  and
(c) pay TSG all  amounts in U.S.  Dollars as required  by this  Agreement.  Upon
request,  TSG will promptly  provide  Customer  with any end-user  certificates,
affidavits  regarding  re-export  or other  certificates  and  documents  as are
reasonably  available to TSG and required from TSG to obtain any such approvals,
consents,  licenses and/or permits.  The obligations of TSG under this Agreement
shall be conditioned on Customer's obtaining such approvals,  consents, licenses
and/or permits.  Each Party shall bear all costs,  fees and expenses  associated
with  obtaining such  approvals,  consents,  certificates,  affidavits and other
items for which it is responsible  under this  Agreement,  and upon request will
provide to the other  evidence  that any such items have been  obtained  and all
fees have been paid.

                  19.2.2  Notwithstanding  anything  in  this  Agreement  to the
contrary,  Customer  shall not directly or indirectly  export (or re-export) any
hardware,  products,  Software, technical data or products thereof covered under
this Agreement or permit transshipment of same (a) to any country or destination
for which the United  States  Government or a United  States  Government  agency
requires an export  license or other  approval for export  without  first having
obtained such license or other approval,  or (b) if otherwise contrary to United
States law.  The term  "technical  data" shall  include the TSG Services and any
technical  assistance  provided  by  TSG.  This  obligation  shall  survive  the
expiration or termination of this Agreement.

         19.3 Binding Nature and Assignment.  This Agreement shall be binding on
Customer and TSG and their respective successors and assigns. Either Party shall
have  the  right  to  assign  this  Agreement  to an  Affiliate  so  long as the
contracting Party hereto remains primarily liable for the continued  performance
of the terms and conditions of this Agreement. Otherwise, this Agreement may not
be assigned by Customer, without the prior written consent of TSG, which consent
shall not be unreasonably  withheld. TSG shall have the right to subcontract any
of its obligations  under this Agreement to a third party without any consent of
Customer being required.

<PAGE>

         19.4 Notices.  Wherever  under this  Agreement one party is required or
permitted to give written notice to the other, such notice shall be deemed given
the third day after its  mailing by one  party,  postage  prepaid,  to the other
party addressed as follows:

                  In the case of TSG:

                  President
                  The SABRE Group, Inc.
                  MD 4319
                  4255 Amon Carter Blvd.
                  Fort Worth, TX 76115
                  Fax: (817) 967-4044



<PAGE>




                  With a copy to:

                  General Counsel
                  The SABRE Group, Inc.
                  MD 4204
                  4255 Amon Carter Blvd.,
                  Fort Worth, TX  76155
                  Fax:  (817) 931-7502


                  In case of Customer:

                  Chief Financial Officer
                  PST Vans, Inc.
                  1901 West 2100 South
                  Salt Lake City, Utah  84119
                  Fax:  (801) 975-2402

                  With a copy to:

                  Chief Executive Officer
                  PST Vans, Inc.
                  1901 West 2100 South
                  Salt Lake City, Utah  84119
                  Fax:   (801) 975-2515

                  And another copy to:

                  John B. Anderson
                  623 E. 100 S.
                  Salt Lake City, Utah  84119
                  Fax:  (801) 531-6340

         Any notice that shall be mailed pursuant to the foregoing shall also be
delivered by hand or  transmitted by fax and shall be effective when received by
the addressee.  Either Party may from time to time specify as its address or fax
number for  purposes  of this  Agreement  any other  address or fax number  upon
giving ten (10) days prior written notice thereof to the other Party.

         19.5   Counterparts.   This   Agreement  may  be  executed  in  several
counterparts,  all of which taken together shall constitute one single agreement
between the Parties.

<PAGE>

         19.6 Headings.  This Agreement may be executed in several counterparts,
all of which taken together shall  constitute one single  agreement  between the
Parties.

         19.7  Relationship  of Parties.  TSG shall be and act as an independent
contractor  hereunder  and no employee of either  Party shall be deemed to be an
employee of the other for any purpose  whatsoever.  Each Party shall comply,  at
its own expense,  with the  provisions  of all  applicable  state and  municipal
requirements and with all state and federal laws applicable to it as an employer
and otherwise.

         19.8 No Solicitation. During the Term and for a period of two (2) years
thereafter,  neither Party shall without the prior written  consent of the other
Party, solicit for employment or otherwise retain the services of any current or
former  employees  of  the  other  Party.  Notwithstanding  the  above,  if  TSG
terminates the employment of a Transitioned  Employee for any reason (other than
the Transitioned  Employees voluntary  resignation) during the period referenced
above,   Customer  may  solicit  or  otherwise   retain  the  services  of  such
Transitioned Employee.

         19.9 Savings  Clause.  In the event any provision of this  Agreement is
held to be invalid or unenforceable,  such provision shall be deemed modified to
the extent necessary to become valid and enforceable.

         19.10 Approvals.  Where  agreement,  approval,  acceptance,  consent or
similar  action by either Party is required by any provision of this  Agreement,
such action shall not be unreasonably delayed or withheld.

         19.11  Waiver.  No delay or omission by either party hereto to exercise
any right or power hereunder shall impair such right or power or be construed to
be a waiver  thereof.  A waiver by either  Party of any of the  covenants  to be
performed by the other or any breach of a covenant  shall not be construed to be
a waiver of any  succeeding  breach or of any other  covenant  contained in this
Agreement.

         19.12  Attorneys'  Fees.  If any legal  action or other  proceeding  is
brought for the enforcement of an award under Section 16.2, the prevailing Party
shall be entitled to recover  reasonable  attorneys' fees and expenses and other
costs incurred in that action or proceeding,  in addition to any other relief to
which it may be entitled.

         19.13 Media Releases.  All media  releases,  public  announcements  and
public  disclosures  by either Party  relating to this  Agreement or its subject
matter,  including,  without limitation,  promotional or marketing material (but
not including any announcement  intended solely for internal distribution by the
disclosing Party or any disclosure  required by legal,  accounting or regulatory
requirements  beyond the reasonable  control of the  disclosing  Party) shall be
coordinated  with and approved by the other party prior to the release  thereof.
Notwithstanding  the above, TSG may list Customer's name as a customer of TSG in

<PAGE>

marketing and  promotional  material  without having to first obtain  Customer's
prior written approval.

         19.14 No Third Party Beneficiary.  Except as otherwise provided herein,
nothing in this  Agreement  may be relied upon or shall  benefit any party other
than Customer or TSG. Without limiting the foregoing, nothing in this Agreement,
either  expressed  or implied,  will confer upon any employee of Customer or TSG
any right or remedy, including,  without limitation,  any right to employment or
continued employment for any specified period of time.

         19.15  Entire  Agreement.  This  Agreement,  including  any  Schedules,
referred to herein and attached  hereto,  each of which is  incorporated in this
Agreement for all purposes, constitutes the entire agreement between the parties
with  respect  to  the  subject  matter  of  this  Agreement  and  there  are no
representations,  understandings  or agreements  relating to this Agreement that
are not fully expressed herein. No amendment,  modification, waiver or discharge
of this  Agreement  shall be valid unless in writing and signed by an authorized
representative of the party against which such amendment,  modification,  waiver
or discharge is sought to be enforced.

         19.16  Governing Law. This Agreement shall be governed by and construed
in  accordance  with the laws of the State of Texas,  regardless  of conflict of
laws rules.

         19.17 Year 2000. TSG will use its  commercially  reasonable  efforts to
ensure  that the TSG  Software  licensed  hereunder  by  Customer,  when used in
accordance with its associated  Documentation,  will be Year 2000 Compliant. TSG
will also  endeavor to ensure that Third Party  Software  utilized in performing
the TSG Services is Year 2000  Compliant;  provided  however,  TSG shall have no
liability,  and expressly disclaims any warranties or conditions,  in connection
with any Third Party  Software,  and the  operation of any TSG Software with any
Third Party  Software or equipment  not supplied by TSG. In the event any of the
TSG Software is not Year 2000  Compliant  on or before June 30, 1999,  TSG shall
use commercially  reasonable  efforts to bring such  non-conforming TSG Software
into  Year  2000  Compliance  at no  additional  cost  to  Customer  as  soon as
reasonably practicable. In the event TSG is unable to do so, TSG shall refund to
Customer all labor  charges paid to TSG in  connection  with such TSG  Software,
including any  implementation  or customization  fees. The remedies  provided in
this  Section  19.17  shall be the  sole and  exclusive  remedies  available  to
Customer,  and the sole and  exclusive  obligation  of TSG, for TSG's failure to
comply with this Section 19.17.


IN  WITNESS  WHEREOF,  TSG and  Customer  have each caused this  Agreement to be
signed and  delivered by its duly  authorized  officer,  all as of the Effective
Date.

<PAGE>

THE SABRE GROUP, INC.                        PST VANS, INC.

By:                                          By:
     ------------------------------               ------------------------------
Name:                                        Name:  Kenneth R. Norton
     ------------------------------               ------------------------------
Date:                                        Date:
     ------------------------------               ------------------------------





<PAGE>


















                            AGREEMENT FOR OUTSOURCING
                                    SERVICES

                                     BETWEEN

                                 PST VANS, INC.

                                       AND

                              THE SABRE GROUP, INC.


                                ___________, 1998

<PAGE>








                                TABLE OF CONTENTS

                                                                          PAGE


ARTICLE 1.            DEFINITIONS AND INTERPRETATION.........................1
         1.1      Definitions................................................1
         1.2      Exhibits and Schedules.....................................1
ARTICLE 2.            TERM...................................................1
         2.1      Term of Agreement..........................................1
         2.2      Extensions of the Term.....................................1

ARTICLE 3             SERVICES AND EXCLUSIVITY
         3.1      Services in General........................................2
         3.2      New or Additional Service..................................2
         3.3      TSG Rights to Manage TSG Resources.........................2
         3.4      Exclusive Services.........................................3
         3.5      Change Order Process.......................................3
         3.6      Keep Technology Current....................................3
ARTICLE 4.            OTHER TSG OBLIGATIONS..................................3
         4.1      Transitioned Employees.....................................4
         4.2      TSG Account Manager........................................4
         4.3      Retention and Safeguarding of Customer Data................4
         4.4      Migration..................................................5
ARTICLE 5.            CUSTOMER RESPONSIBILITIES AND DUTIES...................5
         5.1      Customer Employees.........................................5
         5.2      Customer Facilities and Related Services...................5
         5.3      Customer Owned Equipment...................................6
         5.4      Customer Leased Equipment..................................7
         5.5      Third Party Services.......................................7
         5.6      Customer Contract Manager..................................8
         5.7      Assistance.................................................8
         5.8      Use of TSG Services........................................8


<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                          PAGE

         5.9      Customer Licensed Software.................................9
         5.10     Customer Owned Software....................................9
         5.11     Failure to Obtain Required Consents........................9
         5.12     Training of Customer Personnel............................10
         5.13     Provision of Source Data..................................10
         5.14     Inspection................................................10
         5.15     Supplies..................................................10
         5.16     Governmental Approvals....................................11
ARTICLE 6.            SERVICE LEVELS........................................11
         6.1      Establishment of SLA's....................................11
         6.2      SLA Standard..............................................11
         6.3      Monitoring................................................11
         6.4      Costs of Implementing Monitoring..........................11
         6.5      Correction of Deficiencies................................11
ARTICLE 7.            FEES AND CHARGES......................................12
         7.1      Fees and Charges..........................................12
         7.2      Adjustment to Charges.....................................12
         7.3      Termination Assistance....................................12
         7.4      Out of Pocket Expenses and Third Party Charges............13
ARTICLE 8.            INVOICES AND PAYMENT..................................13
         8.1      Monthly Base Charge.......................................13
         8.2      Other Charges.............................................13
         8.3      Payment...................................................13
         8.4      Interest on Overdue Amounts...............................13
         8.5      No Deductions/Set-Off.....................................13
ARTICLE 9.            TAXES.................................................14
         9.1      Shipping, Taxes and Import Duties.........................14
ARTICLE 10.           PROPRIETARY RIGHTS....................................14
<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                          PAGE

         10.1     TSG Proprietary Information...............................14
         10.2     Customer Data.............................................14
         10.3     License...................................................15
         10.4     Protection of Software Rights Against Third Parties.......15
ARTICLE 11.           CONFIDENTIAL INFORMATION..............................15
         11.1     Confidential Information..................................15
         11.2     Residual Knowledge........................................16
ARTICLE 12.           WARRANTIES............................................16
         12.1     Mutual Warranties.........................................16
         12.2     No Other Representations or Warranties....................17
ARTICLE 13.           LIMITATIONS OF LIABILITY..............................17
         13.1     Intended Allocation of Risks..............................17
         13.2     Gross Negligence or Willful Misconduct....................17
         13.3     Limitation on Damages.....................................18
         13.4     Limitation on Amount of General Damages...................18
         13.5     Tort Damages and Indemnifiable Losses.....................18
         13.6     Time for Claims...........................................18
         13.7     Warranties................................................18
         13.8     Equitable Relief..........................................18
         13.9     Exclusive Remedies........................................19
         13.10    Noncumulative Remedies....................................19
         13.11    Waiver of Remedies........................................19
ARTICLE 14.           INDEMNIFICATION.......................................19
         14.1     Representations and Warranties............................19
         14.2     End Users.................................................20
         14.3     Employment Related Matters................................20
         14.4     Infringement..............................................20
         14.5     Indemnification Procedures................................22

<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                          PAGE


ARTICLE 15.           FORCE MAJEURE AND DISASTER RECOVERY...................22
         15.1     Force Majeure.............................................22
         15.2     Disaster Recovery.........................................22
ARTICLE 16.           DISPUTE RESOLUTION....................................22
         16.1     Performance Review........................................22
         16.2     Dispute Resolution........................................23
         16.3     Continued Performance.....................................23
ARTICLE 17.           TERMINATION...........................................23
         17.1     Termination for Breach....................................23
         17.2     Other Termination Events..................................24
ARTICLE 18.           TERMINATION ASSISTANCE SERVICES; SURVIVAL.............25
         18.1     Termination Assistance Services...........................25
         18.2     Termination Assistance Period.............................26
ARTICLE 19.           MISCELLANEOUS.........................................26
         19.1     Compliance with Applicable Law............................26
         19.2     Import, Export, Exchange Controls.........................26
         19.3     Binding Nature and Assignment.............................27
         19.4     Notices...................................................27
         19.5     Counterparts..............................................29
         19.6     Headings..................................................29
         19.7     Relationship of Parties...................................29
         19.8     No Solicitation...........................................29
         19.9     Savings Clause............................................29
         19.10    Approvals.................................................29
         19.11    Waiver....................................................29
         19.12    Attorneys' Fees...........................................29
         19.13    Media Releases............................................29
         19.14    No Third Party Beneficiary................................30

<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                          PAGE


         19.15    Entire Agreement..........................................30
         19.16    Governing Law.............................................30
         19.17    Year 2000.................................................30


<PAGE>



                                  SCHEDULE 1.1

                         DEFINITIONS AND INTERPRETATION
                                 I. DEFINITIONS

         In the Agreement, the following terms have the corresponding meanings:

         "Affiliate:"  A Person that directly or indirectly  through one or more
intermediaries  Controls,  is  Controlled  by, or is under  common  Control with
another Person.

         "Agreement:" The Agreement for Outsourcing Services entered into by the
Parties.

         "Arbitration Rules:" The rules for international commercial arbitration
of JAMS, as amended or supplemented from time to time.

         "Assigned Leases:" The leases for equipment  identified on Schedule 5.4
identified as assigned to TSG.

         "Changes:"  As defined in Section 3.5 of the Agreement.

         "Confidential Information:"  The information described in Section 11.1.

         "Consent:"  Prior,  express,  and  written  consent  (which  may not be
unreasonably  withheld,  conditioned or delayed unless stated to be at a Party's
sole discretion).

         "Consequential  Damages:"  Damages  consisting  of lost  profits,  lost
income,  or lost savings or  consequential,  indirect,  special,  or  incidental
damages  (however  described).  "Consequential  Damages"  does not  include  any
punitive or exemplary damages.

         "Control:"  The ownership or effective  voting control of fifty percent
(50%) or more of the outstanding equity interests of another Person.

         "Customer's  Contract Manager:" Neil Vos, and any successor  individual
so designated in writing by Customer from time to time.

         "Customer  Data:" The  following  data,  whether  provided  or produced
before, on, or after the Effective Date:

                  (1) All data that is  provided  by or on behalf of Customer to
TSG in order for TSG to provide  the TSG  Services,  including  keyed  input and
electronic capture of information by the TSG Services;

<PAGE>

                  (2)  All  data  that is  provided  by or on  behalf  of TSG to
Customer by means of the TSG Services, including reports and all other output of
the TSG Software; and

                  (3) All data that is produced  by means of TSG  Services as an
intermediate  step in using or  producing  any of the Customer  Data,  including
databases and files containing Customer Data.

         "Customer Data Center:"  Customer's data  processing  center located at
1901 W. 2100 South, Salt Lake City, Utah 84119.

         "Customer   Indemnitees:"   Customer  and  its   directors,   officers,
employees,  and agents  and the  heirs,  executors,  successors,  and  permitted
assigns of any of those Persons.

         "Customer Leased Equipment:"  The equipment identified on Schedule 5.4.

         "Customer  Licensed  Software:"  The Third Party  Software  and related
documentation identified on Schedule 5.9.

         "Customer Owned Equipment:"  The Equipment identified on Schedule 5.3.2

         "Customer  Owned  Software:"  The  software  and related  documentation
identified on Schedule 5.10.

         "Derivative  Work:"  A  "derivative  work"  is  based  on one  or  more
preexisting  works, such as a translation,  , abridgment,  condensation,  or any
other  form in  which a work  may be  recast,  transformed  or  adapted.  A work
consisting  of  editorial   revisions,   annotations,   elaboration,   or  other
modifications, which, as a whole, represent an original work of authorship, is a
derivative work.

         "Dispute  Resolution  Process:"  The  process  to be  followed  for the
resolution of disputes as set forth in Article 16.

         "Documentation:"  Instructions  and related  information for the use by
end users of TSG Software including users manuals,  and instructions and related
information  for the  operation  of software  including  run  instructions,  job
control instructions, balancing procedures, and input dependencies.

         "Effective Date:"  March 1, 1998.

         "Egregious  Breach:" A material breach of contract that  constitutes an
intentional,  unequivocal  refusal  to  perform a  material  obligation  of this
Agreement that  frustrates one or more bases of the bargain  between the Parties


                                       2
<PAGE>


to the extent that a (non-breaching)  reasonable  business person would not have
entered into the Agreement or would not continue performing under the Agreement.

         "Employees:"  The employees of Customer identified on Schedule 4.1.1.

         "End User:" The end users of  Customer,  including  but not limited to,
truck owners/operators.

         "Expiration Date:"  January 31, 2008.

         "General  Damages:"  Actual,  out of pocket  damages,  losses,  claims,
obligations,  demands,  assessments,  fines  and  penalties  (whether  civil  or
criminal),  liabilities,  expenses  and  costs  (including  reasonable  fees and
disbursements  of legal  counsel  and  accountants),  and other  direct  damages
suffered or incurred by a Person. For the avoidance of doubt,  "General Damages"
excludes punitive damages,  exemplary damages and Consequential  Damages of such
Person.

         "Infringement:"  See Section 14.4.1 of the Agreement.

         "Indemnification Claim:" A claim or demand by a Party, on its behalf or
on behalf of one or more of its other Indemnitees, based on a Third Party Claim,
for indemnification under Article 14.

         "Indemnifiable   Losses:"   Losses,   claims,   obligations,    demands
assessments,  fines and  penalties  (whether  civil or  criminal),  liabilities,
expenses and costs (including reasonable fees and disbursements of legal counsel
and  accountants),  bodily  and other  personal  injuries,  damage  to  tangible
property,  and  other  damages,  of any kind or  nature,  actually  suffered  or
incurred by a Person. "Indemnifiable Losses" consists only of the actual damages
of a  Person,  and  excludes  any  Consequential  Damages  and any  punitive  or
exemplary damages (however  described)  awarded against such Indemnitee in favor
of a Person making a Third-Party Claim against such Indemnitee.

         "Indemnitees:"  The Customer  Indemnitees  or the TSG  Indemnitees,  or
both.

         "JAMS:"  The Endispute/JAMS arbitration service.

         "Migration:" The transfer of performance of certain of the TSG Services
from the Customer Data Center to the TSG Data Center under the Migration Plan.

         "Migration Plan:"  See Section 4.4 of the Agreement.

         "Monthly  Base  Charge:" The fees and charges set forth in Schedule 7.1
for performance of the TSG Services.


                                       3
<PAGE>

         "New  or  Additional  Service:"  One or  more  services  that  are  not
described  in Schedule  3.1, as such  Schedule may be amended from time to time,
which relate to Customer's internal information technology process.

         "New TSG Software:"  Software developed by TSG at the written direction
and request of Customer,  for which Customer pays to TSG all  development  costs
and  expenses  incurred  by TSG in the  development  of  such  software  and all
associated Documentation.

          "Notice:" Prior, written notice or other communication  complying with
Section 19.4 of this Agreement.  Whenever a period of time is stated for Notice,
such period of time is the minimum period and nothing in this Agreement shall be
construed as prohibiting a greater period of time. ("Notify" has the correlative
meaning).

         "Party:" Each of the signatories to the Agreement, and their successors
and  assigns as  permitted  by the  Agreement.  ("Parties"  has the  correlative
meaning).

         "Per Diem:" Daily charges to be paid by Customer to TSG for performance
of certain of the TSG Services.

         "Person:"   An   individual,   a   corporation,   partnership,   trust,
association, or entity of any kind or nature; or a governmental authority.

          "Required Consent:" An enforceable consent and authorization  provided
by a third-party  licensor,  lessor, or party to a Third Party Service contract,
consenting  to and  authorizing  TSG's  use of the  either  the  Customer  Lease
Equipment,  Customer Licensed  Software,  Customer Owned Software or Third Party
Service, as applicable.

         "SLA:" Each of the written  statements of performance  levels  mutually
agreed upon by the Parties for certain TSG Services.

         "SLA  Standard:"  For a  specific  service,  the  acceptable  level  of
performance for such service specified in the applicable SLA.

         "Special Forms:"  The forms described in Section 5.15 of the Agreement.

         "Term:"  See Section 2.1 of the Agreement.

         "Termination  Assistance  Services:"  The  services  provided by TSG to
Customer,  in addition to the TSG Services and in accordance with Article 18, to
enable Customer to obtain services to replace the TSG Services.

         "Termination Liquidated Damages:" See Section 16.2 of the Agreement.


                                       4
<PAGE>

         "Third-Party Claim:" A claim of liability asserted against a Party by a
Person other than the other Party or either Party's Affiliates.

         "Third Party Services:" The third party service agreements specified on
Schedule 5.5.1 hereof.

         "Third Party  Software:" Any software and related  documentation  which
may be procured  by TSG from time to time from third  party  vendors and used in
performing the TSG Services.

         "Tort Damages:" Bodily or personal injury or death or damage to real or
tangible personal property.

         "Transitioned Employees:"  See Section 4.1.1 of the Agreement.

         "Trucomm Software:" The enterprise operations/financial TSG Software to
be implemented by TSG in accordance with Schedule 3.1.

         "TSG's Account Manager:" The individual so designated in writing by TSG
from time to time, who shall have the responsibilities set forth in Section 4.2.

         "TSG  Charges:"  The fees and charges set forth in Schedule  7.1 to the
Agreement .

         "TSG Data Center:"  means the existing  data center  operated by TSG in
Dallas, Texas or such other location as TSG may establish a data center.

         "TSG  Indemnitees:"  TSG and its directors,  officers,  employees,  and
agents and the heirs,  executors,  successors,  and permitted  assigns of any of
those Persons.

         "TSG Services:" Services described in Schedule 3.1 of the Agreement, as
such  Schedule may be revised from time to time by mutual  written  agreement of
the Parties.

         "TSG Software:" The software that is developed and licensed to Customer
under the terms of this  Agreement and that (i) is identified by TSG  internally
as being  owned  solely or jointly by TSG or  licensed  by TSG,  (ii) is used or
useful in the trucking carrier business, and (iii) can be freely licensed by TSG
to third parties for use in the trucking  carrier  business without payment of a
royalty or other fee to a third party.

         "Year 2000  Compliant:"  Year 2000 Compliant  means computer  hardware,
software and microcode that has user  interfaces,  date data fields,  processing
logic, and outputs that correctly recognize,  process and otherwise support date
data with respect to dates  occurring  after  January 1, 2000,  as determined by
TSG's certification process.

                            II. INTERPRETIVE MATTERS


                                       5
<PAGE>

         The  Agreement  is the  result  of the  Parties'  negotiations,  and no
provision  of this  Agreement  shall be  construed  for or against  either Party
because  of the  authorship  of that  provision.  In the  interpretation  of the
Agreement, except where the context otherwise requires:

         1.       "including"   or  "include"  does  not  denote  or  apply  any
                  limitation;

         2.       "or" has the inclusive meaning "and/or;"

         3.       "and/or" means "or" and is used for emphasis only;

         4.       "$" refers to United States dollars;

         5.       the  singular  includes the plural,  and vice versa,  and each
                  gender includes each of the others;

         6.       captions or headings are only for  reference and are not to be
                  considered in interpreting the Agreement;

         7.       "Article,"  "Section," and  "Subsection"  refer to an Article,
                  Section and Subsection, respectively, of the Agreement, unless
                  otherwise stated in the Agreement;

         8.       if  an  ambiguity  arises  in  a  Subsection's  Section's,  or
                  Article's  cross-reference to another Section or Article,  the
                  cross-referenced  heading  controls over the  cross-referenced
                  Section or Article number.





                                       6
<PAGE>





                                  SCHEDULE 3.1

                                  TSG SERVICES


<PAGE>



                                 SCHEDULE 4.1.1

                                    EMPLOYEES

                               [TO BE DETERMINED]


<PAGE>


                                  SCHEDULE 5.4

                            CUSTOMER LEASED EQUIPMENT


<PAGE>


                                 SCHEDULE 5.5.1

                              THIRD PARTY SERVICES


<PAGE>



                                  SCHEDULE 5.9

                           CUSTOMER LICENSED SOFTWARE


<PAGE>



                                  SCHEDULE 5.10

                             CUSTOMER OWNED SOFTWARE


<PAGE>



                                  SCHEDULE 6.1

                             SERVICE LEVEL AGREEMENT


<PAGE>



                                  SCHEDULE 7.1

                                FEES AND CHARGES