<PAGE>

                                                                     Exhibit 4.1
                                                                     -----------


                            RESTRUCTURING AGREEMENT


     THIS RESTRUCTURING AGREEMENT (this "Agreement") is made as of the 19/th/
day of April, 2001, by and among GENERAL ELECTRIC CAPITAL CORPORATION ("GE
Capital"), TRANSIT GROUP, INC. ("Transit Group"), CARROLL FULMER & COMPANY,
INC., J & L TRUCK LEASING OF FARMINGTON, INC. and TRANSIT GROUP TRANSPORTATION,
LLC ("TGT") (collectively, the "Transit Group Subsidiaries").

     Transit Group and/or the Transit Group Subsidiaries (or predecessors
thereto) and GE Capital and/or its affiliates (directly or indirectly by means
of an assignment from the original party) have heretofore entered into those
certain lease agreements described on Schedule A attached hereto (each, a "Lease
Agreement" and collectively, the "Lease Agreements"), those certain security
agreements described on Schedule B attached hereto (each, a "Security Agreement"
and collectively, the "Security Agreements"), and those certain promissory notes
described on Schedule C attached hereto (each, a "Promissory Note" and
collectively, the "Promissory Notes"). Transit Group, the Transit Group
Subsidiaries and certain predecessors in interest to the Transit Group
Subsidiaries have heretofore executed that certain Agreement of Amendment dated
as of December 31, 1998 (the "Amendment"), providing for the assignment to and
assumption by Transit Group Transportation, LLC of certain rights and
obligations under the Lease Agreements, the Security Agreements and the
Promissory Notes. The Lease Agreements, the Promissory Notes and the Amendment
are sometimes hereinafter collectively referred to as the "Operative
Agreements". The obligations of Transit Group and the Transit Group Subsidiaries
pursuant to the Operative Agreements are collectively referred to as the
"Obligations". The Obligations are guaranteed, in whole or in part, by those
certain guaranties described on Schedule D attached hereto (each, an "Existing
Guaranty" and collectively, the "Existing Guaranties") executed by the
guarantors specified on Schedule C attached hereto (each, an "Existing
Guarantor" and collectively, the "Existing Guarantors").

     The parties have determined that the Amendment contained an error in that
Carroll Fulmer & Company, Inc. was not merged into TGT as reflected in the
Amendment and the obligations of Carroll Fulmer & Company, Inc. with respect to
the Operative Agreements were not assigned to, and assured by, TGT as reflected
therein. Furthermore, subsequent to the Amendment, Rainbow Trucking Services,
Inc. was merged into TGT as of December 31, 1999, and the parties desire to
reflect the assignment to, and assumption by, TGT of all obligations of Rainbow
Trucking Services, Inc. pursuant to the Operative Documents.

     Certain events more particularly described in Schedule E hereto have
occurred under the Operative Agreements and the Security Agreements which
constitute or would constitute defaults thereunder (such events being
hereinafter called the "Designated Defaults"). Transit Group and the Transit
Group Subsidiaries have requested that GE Capital waive such Designated Defaults
and restructure the Obligations by permitting: the assignment to, and assumption
by Transit Group of the rights and obligations of the Transit Group Subsidiaries
pursuant to the Operative Agreements; the amendment and restatement of the
Operative Agreements to include a revised payment structure and revised terms
and conditions as specified in the amended and restated Operative Agreements the
"Amended Operative Agreements"). The obligations of Transit Group pursuant to
the Amended Operative Agreements are collectively referred to as the "Transit
Group Obligations".
<PAGE>

     In order to induce GE Capital to consent to the foregoing, the Transit
Group Obligations are to be guaranteed by the Transit Group Subsidiaries; the
Existing Guaranties shall remain in full force and effect and applicable to the
Transit Group Obligations to the extent the Existing Guaranties were applicable
to the Obligations assigned to Transit Group hereunder; and the Security
Agreements shall be amended and restated in the form of the Amended and Restated
Master Security Agreement attached hereto as Exhibit No. 1 (the "Amended
Security Agreement"), and shall secure the Transit Group Obligations. GE Capital
is willing to restructure the Obligations and to amend and restate the Operative
Agreements as hereinafter set forth.

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

     1.   Restructuring. Subject to satisfaction of the conditions specified
          -------------
herein:

          (a)  Retroactively effective as of December 31, 1999, all right,
title, interest and obligations of Rainbow Trucking Services, Inc. pursuant to
the Operative Agreements are hereby assigned to TGT.

          (b)  All right, title, interest and obligations of the Transit Group
Subsidiaries, individually, pursuant to the Operative Agreements are hereby
assigned to Transit Group; and Transit Group hereby assumes all such
Obligations. GE Capital consents to such assignment and assumption.

          (c)  The Lease Agreements are consolidated, amended and restated in
the form of the Amended and Restated Master Lease Agreement attached hereto as
Exhibit No. 2 (the "Amended Lease").

          (d)  The Promissory Notes are consolidated, amended and restated in
the form of the Amended and Restated Promissory Note attached hereto as Exhibit
No. 3 (the "Amended Promissory Note").

          (e)  The Obligations are restructured as specified in the Amended
Lease and the Amended Security Agreement.

     2.   Not a Novation. The parties acknowledge and agree that the
          --------------
restructuring of the Obligations effected hereunder does not constitute a
novation or a new extension of credit.

     3.   Conditions Precedent.  The effectiveness of the assignment, assumption
          --------------------
and restructuring of the Obligations effected hereunder is subject to
satisfaction of the following conditions:

          (a)  This Agreement is executed by each of the signatories hereto and
delivered to GE Capital.

          (b)  Transit Group executes and delivers to GE Capital the Amended
Lease and the Amended Promissory Note, together with such Uniform Commercial
Code ("UCC") financing statements as may be required by GE Capital to perfect
and protect the interests of GE Capital under the Amended Operative Agreements.

          (c)  Each of the Transit Group Subsidiaries executes and delivers to
GE Capital an Agreement of Guaranty in substantially the form attached hereto as
Exhibit No 4 (the "Subsidiaries Guaranty").

                                       2
<PAGE>

          (d)  Each of the Transit Group Subsidiaries which are a party thereto
executes and delivers to GE Capital the Amended Security Agreement.

          (e)  Transit Group and Congress Financial Corporation (Southern)
("Congress Financial") shall have executed a Loan and Security Agreement
providing a revolving credit facility and letter of credit facility, and Transit
Group and Bank One, N.A., as Agent and various financial institutions ("Bank
One, as Agent") shall have executed an Amended and Restated Credit Agreement
effecting a long-term restructure of the existing senior credit facility; and
certified true, correct and complete copies of such agreements are delivered to
GE Capital.

          (f)  Transit Group and the Transit Group Subsidiaries cause to be
delivered to GE Capital the following, in form and substance reasonably
satisfactory to GE Capital:

               (1)  Opinions of counsel on behalf of Transit Group and the
     Transit Group Subsidiaries as to each of the matters set forth in Sections
     4(a) through (d) hereof and such other matters as reasonably may be
     required by GE Capital.

               (2)  Certified resolutions of the Board of Directors or Executive
     Committee of such party duly authorizing the execution, delivery and
     performance of the obligations of such party pursuant to this Agreement and
     such of the Amended Operative Agreements, the Subsidiaries Guaranty, the
     Amended Security Agreement and such other documents and instruments as may
     be executed in connection herewith or therewith (collectively, the "Related
     Documents") to which such party is a party.

               (3)  Such consents and/or waivers of Congress Financial, Bank One
     as Agent, and other creditors of Transit Group and/or the Transit Group
     Subsidiaries with respect to the assignment, assumption and restructuring
     of the Obligations as may be reasonably required by GE Capital.

               (4)  Evidence as to due compliance with the insurance provisions
     of the Amended Operative Agreements.

               (5)  Such other documents, agreements, instruments, certificates,
     opinions and assurances as GE Capital may reasonably require.

          (g)  Each of the representations and warranties set forth in Section 4
hereof shall then be true and correct.

          (h)  As of the date hereof and the Closing Date (as hereinafter
defined), (1) all registration statements, reports, schedules and proxy
statements required to be filed by it (after giving effect to any applicable
extensions) under applicable securities laws and regulations (the "Securities
Filings") have been filed by Transit Group, (2) all of the Securities Filings
are in compliance in all material respects with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the Securities Exchange Act
of 1934, as the case may be, and the regulations promulgated thereunder, and (3)
none of the Securities Filings, nor any of the information provided to GE
Capital in connection herewith or the purchase of the Purchased Shares (as
hereinafter defined), contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. As used herein, "Closing Date" means the date of the purchase of
the shares of stock of Transit Group, as described in Section 5(d) below.

                                       3
<PAGE>

     4.   Representations and Warranties of Transit Group and the Transit Group
          ---------------------------------------------------------------------
Subsidiaries. Each of Transit Group and the Transit Group Subsidiaries,
------------
severally, represent and warrant to GE Capital as follows:

          (a)  It is a corporation duly organized, validly existing and in good
standing under the laws of the state specified below its signature.

          (b)  The execution, delivery and performance of this Agreement and the
Related Documents to which it is a party: (1) have been duly authorized by all
necessary corporate action on its part; (2) do not require the approval of any
stockholder, trustee or holder of any obligations of it except such as have been
duly obtained; (3) do not and will not contravene its charter or by-laws, or
contravene the provisions of, or constitute a default under, or result in the
creation of any lien or encumbrance upon its property under, any indenture,
mortgage, contract or other agreement to which it is a party or by which it or
its property is bound (except as expressly contemplated hereunder) or under the
Related Documents; and (4) to the best of its knowledge, do not and will not
contravene any law, governmental rule, regulation or order new binding on it.

          (c)  This Agreement and each of the Related Documents to which it is a
party, when entered into, will constitute legal, valid and binding obligations
of it, enforceable against it in accordance with the terms hereof or thereof;
however, the enforceability shall be limited by the exercise of judicial
discretion in accordance with principles of equity, and by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and similar laws
of general applicability affecting creditors' rights.

          (d)  Except as previously disclosed to GE Capital, there are no
pending actions or proceedings to which it is a party, and there are no other
pending or threatened actions or proceedings of which it has knowledge, before
any court, arbitrator or administrative agency, which, either individually or in
the aggregate, would have a Material Adverse Effect. As used herein, "Material
Adverse Effect" shall mean (1) a materially adverse effect on its business,
condition (financial or otherwise), operations, performance or properties, or
(2) a material impairment of its ability to perform its obligations under or to
remain in compliance with this Agreement and the Related Documents to which it
is a party. Except as previously disclosed to GE Capital, it is not in default
under any obligation for borrowed money, for the deferred purchase price of
property, or any lease agreement which, either individually or in the aggregate,
would have the same such effect.

          (e)  Its corporate name, Federal Employer Identification Number and
Organizational Number specified below its signature are true and correct, and
the address specified below its signature is its chief place of business and
chief executive office.

          (f)  It is solvent and upon consummation of and giving effect to the
assignment, assumption and restructuring contemplated hereunder, it will
continue to be solvent.

          (g)  Except as previously disclosed to GE Capital, there has been no
material adverse change, individually or in the aggregate, in the business,
condition (financial or otherwise), operations, prospects, performance,
properties or projections of Transit Group, or in the industry in which Transit
Group operates, or with respect to the Equipment or the Collateral (as such
terms are defined in the Lease Agreements and the Security Agreements,
respectively), since the date of Transit Group's most recent audited financial
statements.

                                       4
<PAGE>

          (h)  Except as previously disclosed to GE Capital, there has been no
material increase in the liabilities, liquidated or contingent, of Transit
Group, or a material decrease in the assets of Transit Group, since the date of
Transit Group's most recent audited financial statements.

     5.   Covenants of Transit Group. Transit Group covenants and agrees as
          --------------------------
follows:

          (a)  Transit Group will furnish GE Capital (1) within one hundred
ninety-five (195) days after the end of fiscal year 2000, and within one hundred
twenty (120) days after the end of each subsequent fiscal year of Transit Group,
a consolidated balance sheet of Transit Group as at the end of such year, and
the related consolidated statement of income and consolidated statement of cash
flows of Transit Group for such fiscal year, prepared in accordance with
generally accepted accounting principles consistently applied ("GAAP"), all in
reasonable detail and certified by independent certified public accountants of
recognized standing selected by Transit Group (which shall be a "Big 5"
accounting firm); (2) within one hundred twenty (120) days after the end of each
fiscal year of Transit Group, a consolidating balance sheet of Transit Group as
at the end of such year, and the related consolidating statement of income and
consolidating income of cash flows of Transit Group for such fiscal year,
prepared in accordance with GAAP; (3) within thirty (30) days after the end of
each fiscal year of Transit Group, Transit Group's Board approved operating plan
for the next fiscal year; (4) within twenty (20) days after the end of each
month, an unaudited balance sheet of Transit Group as at the end of such month,
and the related statement of income and statement of cash flows of Transit Group
for such month, prepared in accordance with GAAP, except for the absence of
footnotes and year-end adjustments (5) within twenty (20) days after the end of
each month, an unaudited consolidating balance sheet of Transit Group as at the
end of such month, and the related consolidating statement of income and
consolidating statement of cash flows of Transit Group for such month, prepared
in accordance with GAAP, except for the absence of footnotes and year-end
adjustments; (6) within ten (10) days after the date on which they are filed,
all regular periodic reports, forms and other filings required to be made by
Transit Group to the Securities and Exchange Commission; (7) contemporaneously
with the furnishing of the financial statements required pursuant to Clauses (1)
and (3) above, a duly completed compliance certificate signed by the chief
financial officer of Transit Group, to the effect that such officer has not
become aware of any default or event which, with the giving of notice, or the
lapse of time, or both, would become a default under the Amended Operative
Agreements or the Amended Security Agreement (a "Default") that has occurred and
is continuing or, if there is any such event, describing it and the steps, if
any, being taken to cure it; and (8) as and when requested by GE Capital, such
other reasonable information with respect to Transit Group's business, condition
(financial or otherwise), operations, performance or properties, as reasonably
may be requested by GE Capital.

          (b)  Transit Group will promptly execute and deliver to GE Capital
such further documents, instruments and assurances and take such further action
as GE Capital from time to time may reasonably request in order to carry out the
intent and purpose of this Agreement and the Related Documents and to establish
and protect the rights and remedies created or intended to be created in favor
of GE Capital under this Agreement and the Related Documents.

          (c)  Transit Group shall provide written notice to GE Capital: (1)
thirty (30) days after any change in the name, state of incorporation or address
of the chief executive office of Transit Group; (2) promptly upon the occurrence
of any Default; and (3) promptly upon Transit Group becoming aware of any
alleged material violation of applicable law relating to the Equipment (as such
term is defined in the Amended Lease) or the Collateral (as such term is defined
in the Amended Security Agreement).

          (d)  On October 19, 2005 (the "Termination Date"), Transit Group shall
pay to GE Capital a fee in the amount of $1,000,000; provided, however, that in
lieu of requiring payment of such

                                       5
<PAGE>

fee, GE Capital, or its nominee (which, for purposes of this Section 5(e), shall
be deemed to be included in any reference to "GE Capital"), shall have the
right, but not the obligation, to purchase from Transit Group on the Termination
Date, and Transit Group shall sell to GE Capital if GE Capital so elects,
17,601,276 shares of the Transit Group's Common Stock or such number of shares
of Transit Group's Common Stock as shall be equal to five percent (5%) of the
Shares Outstanding on the date of closing of the equity offering contemplated on
the date hereof (the "Percentage Determination Date"). The shares of Common
Stock which GE Capital is entitled to purchase pursuant to the foregoing
sentence are hereinafter called the "Purchased Shares". Anything in the
foregoing to the contrary notwithstanding if GE Capital determines that the
value of the Purchased Shares on the Termination Date is at least $1,000,000 in
excess of the amount of all costs, fees and expenses incurred or expected to be
incurred in connection with the purchase of the Purchased Shares and the resale
of the Purchased Shares (including, without limitation, the purchase price and
all filing costs, legal fees, and appraisal fees), GE Capital shall exercise its
right to purchase the Purchased Shares rather than requiring a cash payment of
the Termination Fee. The purchase price for the Purchased Shares shall be Five
Cents ($.05) per share. As used herein, "Common Stock" shall mean the Common
Stock, $.01 par value, of Transit Group as constituted on the date hereof, and
any capital stock into which such common stock may hereafter be changed, and
shall also include (i) capital stock of Transit Group of any other class
(regardless of how denominated), issued to the holders of shares of common stock
upon any capital reorganization or reclassification of the common stock, which
is not preferred as to dividends or assets over any other class of stock of
Transit Group and which is not subject to redemption, and (ii) shares of capital
stock of any successor or acquiring corporation received by or distributed to
the holders of common stock in connection with the consolidation or merger of
Transit Group with or into another corporation (where Transit Group is not the
surviving corporation), a share exchange in which Transit Group's common stock
will be acquired, or the sale, transfer or other disposition of all or
substantially all its property, assets or business to another corporation and,
pursuant to the terms of such merger, consolidation, share exchange or
disposition of assets, shares of capital stock of the successor or acquiring
corporation, or any cash, or other securities or property of any nature
whatsoever in addition to or in lieu of capital stock of the successor or
acquiring corporation are to be received by or distributed to the holders of
common stock of Transit Group. Appropriate provisions shall be made in
connection with a reorganization, reclassification, consolidation, merger, share
exchange, or disposition of assets with respect to the rights and interest of GE
Capital under this Section 5(e) to the end that the provisions of this Section
shall immediately after the transaction be applicable as nearly as possible to
any shares of stock, securities or other property deliverable immediately after
the transaction upon the exercise of GE Capital's rights under this Section.
Transit Group shall not effect any consolidation, merger, share exchange or
disposition of assets unless, prior to the consummation of the transaction, the
successor or acquiring entity (if other than Transit Group) resulting from the
consolidation or merger, the entity acquiring the shares of Transit Group's
common stock in the share exchange, or the entity acquiring the assets assumes
by written instrument executed and delivered to Transit Group the obligation to
deliver to GE Capital the shares of stock, securities or other property that GE
Capital may be entitled to purchase in accordance with the foregoing provisions.
As used herein, "Shares Outstanding" shall include all issued and outstanding
shares of the Common Stock and all shares of Common Stock issuable upon the
conversion of preferred stock.

               (1)  If GE Capital elects to purchase the Purchased Shares, it
     shall provide written notice thereof to Transit Group not less than thirty
     (30) days prior to the Closing Date. At the closing of the purchase of the
     Purchased Shares, Transit Group will deliver to GE Capital a certificate
     representing the Purchased Shares, registered in the name of GE Capital,
     and the parties will execute the amendments to the Registration Rights
     Agreement and the Stockholders Agreement contemplated by Sections 5(e)(3)
     and (4) hereof.

               (2)  The Purchased Shares shall be subject to the terms and
     conditions of the Registration Rights Agreement dated as of May 13, 1999,
     between Transit Group and GE Capital

                                       6
<PAGE>

     Equity Investments, Inc. (the "Registration Rights Agreement"), and
     effective from and after the Closing Date, the Registration Rights
     Agreement shall be amended such that GE Capital shall be added as a party
     to the Registration Rights Agreement as of the Closing Date, and the
     Purchased Shares shall be included in the definition of "Registrable
     Securities" as set forth in the Registration Rights Agreement. Transit
     Group covenants and agrees to execute and deliver an amendment to the
     Registration Rights Agreement containing the foregoing provisions on or
     before the Closing Date.

               (3)  The Purchased Shares shall be subject to the terms and
     conditions of the Stockholders Agreement dated as of May 13, 1999, between
     Transit Group and GE Capital Equity Investments, Inc. (the "Stockholders
     Agreement"), and effective from and after the Closing Date, the
     Stockholders Agreement shall be amended such that GE Capital shall be added
     as a party to the Stockholders Agreement as of the Closing Date. Transit
     Group covenants and agrees to execute and deliver an amendment to the
     Registration Rights Agreement containing the foregoing provisions on or
     before the Closing Date.

               (4)  Transit Group covenants and agrees that (A) it shall at all
     times reserve a sufficient number of authorized shares of its Common Stock
     for issuance to GE Capital, (B) all Purchased Shares delivered upon the
     exercise of GE Capital's rights hereunder shall, upon delivery and payment
     therefor, be duly and validly authorized and issued, fully-paid and non-
     assessable, and free from all taxes, liens and charges with respect to the
     purchase thereof and (C) it will offer and sell the Purchased Shares to GE
     Capital in compliance with applicable exemptions from registration under,
     and otherwise in compliance with, federal and state securities laws, and
     neither it nor anyone acting on its behalf will take any action to cause
     the offer and sale of the Purchased Shares to be subject to the
     registration provisions of federal or state securities laws.

          (e)  Transit Group and the Transit Group Subsidiaries shall, upon
request of GE Capital, furnish to GE Capital such further information, execute
and deliver to GE Capital such documents and instruments (including, without
limitation, Uniform Commercial Code financing statements and amended
certificates of title) and do such other acts and things, as GE Capital may at
any time reasonably request relating to the perfection or protection of the
security interests and other interests contemplated by this Agreement and the
other Amended Operative Documents or for the purpose of carrying out the intent
of this Agreement. Without limiting the foregoing, Transit Group and the Transit
Group Subsidiaries shall cooperate and do all acts deemed reasonably necessary
or advisable by GE Capital (i) to continue in GE Capital's perfected first
security interest in the collateral granted pursuant to the Security Agreements,
(ii) to document GE Capital's ownership interest in the assets leased pursuant
to the Lease Agreements, and Transit Group and the Transit Group Subsidiaries
shall use their best efforts to obtain and furnish to GE Capital any
subordinations, releases, landlord, lessor, or mortgagee waivers, and similar
documents as may be from time to time requested by, and which are in form and
substance reasonably satisfactory to, GE Capital. In addition, without limiting
the foregoing, Transit Group and the Transit Group Subsidiaries confirm and
agree that they will cooperate with GE Capital in connection with the
confirmation of the collateral lists attached to the Amended Security Agreement
and the Amended Lease, and take such steps as shall be necessary to insure that
such collateral lists include all assets covered by the original Security
Agreements and the original Lease Agreements.

                                       7
<PAGE>

     6.   Representations and Warranties of GE Capital. GE Capital represents
          --------------------------------------------
and warrants as follows:

          (a)  If it elects to do so, GE Capital will purchase the Purchased
Shares for its own account, for the purpose of investment and not with a view to
distribution or resale thereof.

          (b)  GE Capital understands and agrees that, until registered under
the Act, all certificates representing the Purchased Shares shall bear a legend
reading substantially as follows:

          The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended, (the "Act")
          or applicable state securities laws. These securities may not be
          offered for sale, sold, delivered after sale, transferred, pledged or
          hypothecated in the absence of an effective registration statement
          covering such securities under the Act and any applicable state
          securities laws, or the availability of an exemption from registration
          thereunder.

          (c)  GE Capital has had access to information and the opportunity to
ask questions of and receive answers from management of Transit Group concerning
Transit Group's business, assets, financial condition, results of operations,
and liabilities.

          (d)  GE Capital is an "accredited investor" as that term is defined in
rule 501 of Regulation D under the Act, and by reason of its business and
financial experience, it has such knowledge, sophistication and experience in
business and financial matters as to be capable of evaluating the merits and
risks of an investment in the Purchased Shares.

     7.   Miscellaneous.  (a) This Agreement and the Related Documents
          -------------
constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof and shall not be rescinded, amended or modified in any
manner except by a document in writing executed by all of the parties hereto.

          (b)  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

          (c)  All reasonable out of pocket expenses incurred by GE Capital in
connection with the preparation and execution of this Agreement and the Related
Documents, consummation of the transactions contemplated herein and therein, and
the recording of all UCC financing statements in connection herewith, shall be
for the account of Transit Group and shall be payable by Transit Group upon
demand.

          (d)  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO WHICH ANY OF THEM MAY BE A PARTY ARISING OUT OF OR IN ANY WAY
PERTAINING TO THIS AGREEMENT AND THE RELATED DOCUMENTS. TRANSIT GROUP AND THE
TRANSIT GROUP SUBSIDIARIES AUTHORIZE GE CAPITAL TO FILE THIS PROVISION WITH THE
CLERK OR JUDGE OF ANY COURT HEARING ANY SUCH CLAIM. THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY THE PARTIES AND THE PARTIES HEREBY ACKNOWLEDGE
THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO
INDUCE THIS WAIVER OF TRIAL BY

                                       8
<PAGE>

     JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH OF THE PARTIES
     FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS
     AGREEMENT AND IN THE MAKING OF THIS WAIVER BY LEGAL COUNSEL, SELECTED OF
     ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
     WAIVER WITH COUNSEL.

               (e)  THIS AGREEMENT AND THE RELATED DOCUMENTS, AND THE RIGHTS AND
     OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL IN ALL RESPECTS
     BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
     STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF
     SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
     PERFORMANCE. The parties agree that any action or proceeding arising out of
     or relating to this Agreement or the Related Documents may be commenced in
     any state or Federal court located in New York County, City of New York,
     State of New York, and that such courts shall have exclusive jurisdiction
     to hear and determine any claims or disputes between or among any of the
     parties hereto or thereto relating to the transaction contemplated by this
     Agreement, and any investigation, litigation or proceeding related to or
     arising out of any such matters; provided, however, that the parties hereto
     acknowledge that any appeals from those courts may be heard by a court
     located outside of such jurisdiction. Each party hereto expressly submits
     and consents in advance to such jurisdiction in any action or suit
     commenced in any such court, and hereby waives any objection which such
     party may have based upon lack of personal jurisdiction, improper venue or
     inconvenient form. The parties further agree that a summons and complaint
     commencing an action or proceeding in any such court shall be properly
     served and shall confer personal jurisdiction if served personally or by
     certified mail to it at its address hereinbelow set forth, or as it may
     provide in writing from time to time, or as otherwise provided under the
     laws of the State of New York.

               (f)  This Agreement and the Related Documents may be executed in
     any number of counterparts and by different parties hereto or thereto on
     separate counterparts, each of which, when so executed and delivered, shall
     be an original, but all such counterparts shall together consist of but one
     and the same instrument.

          8.   Release by Transit Group and the Transit Group Subsidiaries. (a)
               -----------------------------------------------------------
As an inducement to GE Capital to enter into this Agreement, Transit Group and
the Transit Group Subsidiaries hereby release and discharge GE Capital, its
participants, successors and assigns, officers, directors, employees, agents,
representatives, insurers and attorneys, from all actions, counterclaims, causes
of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law, admiralty or equity, against GE Capital and/or its
participants, successors and assigns which Transit Group and the Transit Group
Subsidiaries ever had, now have or hereafter can, shall or may, have for, upon
or by reason of any matter, cause or thing whatsoever from the beginning of the
world to the day of the date of this Agreement (the "Released Claims").

               (b)  in order to induce GE Capital to accept the release set
forth herein, Transit Group and the Transit Group Subsidiaries represent that:

                    (i)  such release constitutes a legal, valid and binding
               obligation of Transit Group and the Transit Group Subsidiaries,
               enforceable against each of them in accordance with its terms;
               however, the enforceability shall be limited by the exercise of
               judicial discretion in accordance with principles of equity, and
               by bankruptcy, insolvency, reorganization, fraudulent conveyance,
               moratorium and similar laws of general applicability affecting
               creditors' rights. The execution and delivery of, and the

                                       9
<PAGE>

               performance and compliance by Transit Group and the Transit Group
               Subsidiaries with such release shall not conflict with, or
               constitute on the part of Transit Group and the Transit Group
               Subsidiaries a violation or breach of, or a default under, and
               will not require any authorization, consent, approval or other
               action by, or any notice to, or filing with any court or
               administrative body or any other person pursuant to, any mortgage
               deed of trust, loan agreement, trust agreement or other agreement
               or instrument to which Transit Group or any of the Transit Group
               Subsidiaries or any of its or their property are subject or any
               laws and other governmental requirements; and

                    (ii) Transit Group and the Transit Group Subsidiaries (A)
               have not sold, transferred, conveyed, abandoned or otherwise
               disposed of any of the Released Claims, whether or not known,
               suspected or claimed that Transit Group and the Transit Group
               Subsidiaries have, had or may have against GE Capital and/or any
               of its participants, successors and assigns, as the case may be,
               and (B) has sought the advice of counsel with respect to the
               execution and delivery of this Agreement and Transit Group and
               the Transit Group Subsidiaries understand the legal implications
               with respect to the release set forth herein and the other
               documents executed by Transit Group and the Transit Group
               Subsidiaries in connection therewith.

               (c)  Transit Group and the Transit Group Subsidiaries hereby
acknowledge that they may hereafter discover facts in addition to or different
from those which they new know or believe to be true with respect to the subject
matter of the release set forth herein, but that it is Transit Group's and the
Transit Group Subsidiaries' intention to, and they do, hereby fully, finally and
forever settle the Released Claims; in furtherance of such intention, Transit
Group and the Transit Group Subsidiaries acknowledge that the release set forth
herein shall be and remain in effect as a full and complete release,
notwithstanding the subsequent discovery or existence of any such additional or
different facts.

          9.   Waiver of Designated Defaults. GE Capital hereby agrees to waive
               -----------------------------
the Designated Defaults; provided that (a) this waiver shall be effective only
with respect to the Designated Defaults and (b) shall not extend to any defaults
subsequently occurring under the provisions of this Agreement, the Amended
Promissory Note, the Amended Security Agreement, the Amended Lease, or the other
Amended Operative Documents. Except as expressly set forth herein, nothing
contained herein shall be construed in any manner to affect, impair, lessen,
release, cancel, terminate or extinguish the indebtedness, liabilities or
obligations of Transit Group or the Transit Group Subsidiaries under this
Agreement or the Amended Operative Documents. GE Capital acknowledges and agrees
that Transit Group and the Transit Group Subsidiaries may rely on this waiver in
consummating financial accommodations on or after the date hereof.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       10
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Restructuring Agreement to
be duly executed as of the day and year first above set forth.

<TABLE>
<S>                                          <C>
GENERAL ELECTRIC CAPITAL CORPORATION         TRANSIT GROUP, INC.



By: /s/ Dennis J. Bickerstaff                By: /s/ Philip A. Belyew
   -----------------------------------          -------------------------------------------
Name:  Dennis J. Bickerstaff                 Name:  Philip A. Belyew
     ---------------------------------            -----------------------------------------
Title: Managing Director / Sr. Manager       Title: President
      --------------------------------             ----------------------------------------

     401 Merritt Seven                              2859 Paces Ferry Road
     Second Floor                                   Suite 1740
     Norwalk, Connecticut 06856                     Atlanta, Georgia 30339
     Facsimile: (203) 229-1989                      Facsimile: (770) 444-0246
                                                    Federal Employer ID No.: 59-2676629
                                                    State of Incorporation: Florida
                                                                            ---------------
                                                    Organizational No.:____________________

                                             TRANSIT GROUP TRANSPORTATION, LLC


                                             By: /s/ Philip A. Belyew
                                                -------------------------------------------
                                             Name:  Philip A. Belyew
                                                  -----------------------------------------
                                             Title: Sole Manager
                                                   ----------------------------------------

                                                    _______________________________________
                                                    _______________________________________
                                                    Facsimile: ____________________________
                                                    Federal Employer ID No.: 58-2426896
                                                    State of Incorporation: Delaware
                                                    Organizational No.:____________________

                                             CARROLL FULMER & COMPANY, INC.


                                             By: /s/ Philip A. Belyew
                                                -------------------------------------------
                                             Name:  Philip A. Belyew
                                                  -----------------------------------------
                                             Title: Sole Director
                                                   ----------------------------------------

                                                    8340 American Way
                                                    Groveland, Florida 34736
                                                    Facsimile: (352) 429-1010
                                                    Federal Employer ID No.: 59-2341068
                                                    State of Incorporation: Florida
                                                                            ---------------
                                                    Organizational No.:____________________
</TABLE>

                                       11
<PAGE>

                                       J & L TRUCK LEASING OF FARMINGTON,
                                       INC.


                                       By:  /s/  Philip A. Belyew
                                           ------------------------------
                                       Name:  Philip A. Belyew
                                            -----------------------------
                                       Title: Sole Director
                                             ----------------------------


                                             _____________________________

                                             _____________________________
                                             Facsimile:  (716) 924-9959
                                             Federal Employer ID No.: 16-1302929
                                             State of Incorporation: New York
                                             Organizational No.:__________

                                       12
<PAGE>

     The undersigned join herein for the expressly limited purpose of confirming
that the Existing Guaranty executed by the undersigned, severally, remains in
full force and effect and applicable to the Transit Group Obligations to the
extent such Existing Guaranty was applicable to the Obligations assigned to
Transit Group, notwithstanding the assignment, assumption and restructuring
effected hereunder.

TRANSIT GROUP, INC.                              CARROLL FULMER & COMPANY, INC.




By:  /s/  Philip A. Belyew                       By:  /s/  Philip A. Belyew
   -------------------------------------              --------------------------
Name:  Philip A. Belyew                          Name:  Philip A. Belyew
       ---------------------------------              --------------------------
Title:  President                                Title: Sole Director
       ---------------------------------               -------------------------

TRANSIT GROUP TRANSPORTATION, LLC



By:  /s/  Philip A. Belyew
    ------------------------------------
Name:  Philip A. Belyew
     -----------------------------------
Title: Sole Manager
      ----------------------------------

                                       13
<PAGE>

                                  SCHEDULE A

Master Lease Agreement 11/12/98
Lessor: General Electric Capital Corporation
Lessees:        Transit Group, Inc.
                Carolina-Pacific Distributors, Inc.
                Certified Transport, Inc.
                Rainbow Trucking Services, Inc.
                Transit Leasing, Inc. (formerly known as Capitol Warehouse Inc.)
                Transportation Resources and Management, Inc.
                Carroll Fulmer Company, Inc.
                K. J. Transportation, Inc.
                Service Express, Inc.
                Diversified Trucking Corp.
                J & L Truck Leasing of Farmington, Incorporated
                Northstar Transportation, Inc.

Master Lease Agreement 5/26/94
Lessor:         General Electric Capital Corporation
Lessees:        K.J. Transportation, Inc.

Master Lease Agreement 11/23/94
Lessor:         General Electric Capital Corporation
Lessee:         Roadmaster Corporation (assigned to DTC Acquisition, Inc. and
                subleased to Diversified Trucking Corp.)

Master Lease Agreement 9/11/98
Lessor:         General Electric Capital Corporation
Lessee:         Diversified Trucking Corp.

Master Lease Agreement 10/26/95
Lessor:         General Electric Capital Corporation
Lessee:         J & L Truck Leasing of Farmington, Incorporated

Commercial Transportation Lease Agreement 12/10/96
Lessor:         Partnership Financial Services, Inc. d/b/a Republic Capital
                (assigned to General Electric Capital Corporation)
Lessee:         Capitol Warehouse, Inc. (subsequently known as Transit Leasing,
                Inc.)

Master Lease Agreement 6/25/96
Lessor:         Associates Leasing, Inc. (assigned to General Electric Capital
                Corporation)
Lessee:         K.J. Transportation, Inc.

Master Lease Agreement 6/17/98
Lessor:         General Electric Capital Corporation
Lessee:         Certified Transport, Inc.

Agreement of Amendment 12/13/98 among General Electric Capital Corporation,
Transit Group, Inc. and certain subsidiaries
<PAGE>

                                  SCHEDULE B

Master Security Agreement 11/12/98
Secured Party:        General Electric Capital Corporation
Debtor:               K.J. Transportation, Inc.
                      J & L Truck Leasing of Farmington, Incorporated

Master Security Agreement 5/23/97
Secured Party:        General Electric Capital Corporation
Borrower:             DLS Leasing, Inc.

Master Security Agreement 4/10/98
Secured Party:        General Electric Capital Corporation
Borrower:             DLS Leasing, Inc.

Financing Agreement 11/16/95
Lender:               General Electric Capital Corporation
Borrower:             Capitol Warehouse, Inc. (subsequently known as Transit
                      Leasing, Inc.)

Security Agreement 6/27/96
Secured Party:        Geico Corporation d/b/a GE Capital Fleet Services
Debtor:               Capitol Warehouse, Inc. (subsequently known as Transit
                      Leasing, Inc.)

Security Agreement 7/17/96
Secured Party:        Geico Corporation d/b/a GE Capital Fleet Services
Debtor:               Capitol Warehouse, Inc. (subsequently known as Transit
                      Leasing, Inc.)

Master Security Agreement 4/1/99
Secured Party:        General Electric Capital Corporation
Debtor:               Bestway Trucking, Inc.

Agreement of Amendment 12/13/98 among General Electric Capital Corporation,
Transit Group, Inc. and certain subsidiaries
<PAGE>

                                  SCHEDULE C

Promissory Note dated November 12, 1998, payable to the order of General
Electric Capital Corporation, by K. J. Transportation, Inc. and J & L Truck
Leasing of Farmington, Incorporated

Promissory Note dated May 23, 1997, payable to the order of General Electric
Capital Corporation, by DLS Leasing, Inc.

Promissory Note dated April 10, 1998, payable to the order of General Electric
Capital Corporation, by DLS Leasing, Inc.

Installment Note dated November 16, 1995, payable to the order of General
Electric Capital Corporation, by Capitol Warehouse, Inc. (subsequently known as
Transit Leasing, Inc.)

Installment Promissory Note dated June 28. 1996, payable to the order of Geico
Corporation d/b/a GE Capital Fleet Services, by Capitol Warehouse, Inc.
(subsequently known as Transit Leasing, Inc.)

Installment Promissory Note dated July 19, 1996, payable to the order of Geico
Corporation d/b/a GE Capital Fleet Services, by Capitol Warehouse, Inc.
(subsequently known as Transit Leasing, Inc.)

Installment Promissory Note [undated], payable to the order of Geico Corporation
d/b/a GE Capital Feet Services, by Capitol Warehouse, Inc. (subsequently known
as Transit Leasing, Inc.)

Promissory Note dated April 2, 1999, payable to the order of General Electric
Capital Corporation by Bestway Trucking, Inc.

Agreement of Amendment 12/13/98 among General Electric Capital Corporation,
Transit Group, Inc. and certain subsidiaries
<PAGE>

                                  SCHEDULE D

Corporate Guaranty dated November 12, 1998, in favor of General Electric Capital
Corporation, securing the Master Security Agreement dated as November 12, 1998,
with K. J. Transportation, Inc. and J&L Truck Leasing of Farmington,
Incorporated by: Transit Group, Inc., Carolina-Pacific Distributors Inc.,
Certified Transport, Inc., Rainbow Trucking Services, Inc., Transportation
Resources and Management, Inc., Carroll Fulmer & Company, Inc., Service Express,
Inc., Diversified Trucking Corp., Northstar Transportation, Inc.

Corporate Guaranty dated August 2, 1999, in favor of General Electric Capital
Corporation, securing the Master Security Agreement dated April 10, 1998, with
DLS Leasing, Inc. by Transit Group, Inc.

Corporate Guaranty dated August 2, 1999, in favor of General Electric Capital
Corporation, securing the Master Security Agreement dated April 10, 1998, with
DLS Leasing, Inc. by Transit Group Transportation, LLC

Individual Guaranty dated April 10, 1998, in favor of General Electric Capital
Corporation securing the Master Security Agreement dated April 10, 1998, with
DLS Leasing, Inc. by David L. Summitt

Individual Guaranty dated October 21, 1997, in favor of General Electric Capital
Corporation, securing the Master Lease Agreement dated November 23, 1994, with
DTC Acquisition, Inc. (transferee from Roadmaster Corporation) by Kenneth Adams

Corporate Guaranties dated September 11, 1998, in favor of General Electric
Capital Corporation, securing the Master Lease Agreement dated September 11,
1998, with Diversified Trucking Corporation, by Transit Group, Inc., Carolina-
Pacific Distributors, Inc., Capitol Warehouse, Inc. (subsequently known as
Transit Leasing, Inc.), Service Express, Inc., Carroll Fulmer Group, Inc.,
Rainbow Trucking, Transportation Resources and Management, Inc., Certified
Transport, Inc., K. J. Transportation, Inc. and Northstar Transportation, Inc.

Individual Guaranty dated October 26, 1995, in favor of General Electric Capital
Corporation, securing the Master Lease Agreement dated October 26, 1995, with
J&L Truck Leasing of Farmington, Incorporated by Patricia Johnson

Individual Guaranty dated October 26, 1995, in favor of General Electric Capital
Corporation, securing the Master Lease Agreement dated October 26, 1995, with
J&L Truck Leasing of Farmington, Incorporated by Kent Johnson

Corporate Guaranty dated October 26, 1995, in favor of General Electric Capital
Corporation, securing the Master Lease Agreement dated October 26, 1995, with
J&L Truck Leasing of Farmington, Incorporated by Kaje Transport, Inc.

Corporate Guaranty dated October 26, 1995, in favor of General Electric Capital
Corporation, securing the Master Lease Agreement dated October 26, 1995, with
J&L Truck Leasing of Farmington, Incorporated by K. J. Transportation, Inc.

Guaranty dated November 16, 1995, in favor of General Electric Capital
Corporation, securing the Financing Agreement dated November 16, 1995, with
Capitol Warehouse, Inc., by Jerry Pennington
<PAGE>

Continuing Guaranty dated September 16, 1993, in favor of GELCO Corporation
d/b/a GE Capital Fleet Services, securing the Security Agreement dated July 17,
1996, with Capitol Warehouse, Inc, by Jerry Pennington

Continuing Guaranty dated October 10, 1995, in favor of GELCO Corporation d/b/a
GE Capital Fleet Services, securing the Security Agreement dated July 17, 1996,
with Capitol Warehouse, Inc, by Jerry Pennington

Continuing Guaranty dated December 11, 1996, in favor of GELCO Corporation d/b/a
GE Capital Feet Services, securing the Security Agreement dated July 17, 1996,
with Capitol Warehouse, Inc., by Jerry Pennington

Individual Guaranty dated April 1, 1999, in favor of General Electric Capital
Corporation, securing Master Security Agreement dated as of April 1, 1999, with
Bestway Trucking, Inc. by David Summitt

Guaranty dated April 1, 1999, in favor of General Electric Capital Corporation,
securing the Master Security Agreement dated as of April 1, 1999, with Bestway
Trucking, Inc. by Connection One Trucking, LLC

Corporate Guaranty dated April 1, 1999, in favor of General Electric Capital
Corporation, securing the Master Security Agreement dated as of April 1, 1999,
with Bestway Trucking, Inc. by DLS Leasing, Inc

Corporate Guaranty dated June 17, 1998, in favor of General Electric Capital
Corporation, securing the Master Lease Agreement dated as of June 17, 1998, with
Certified Transport, Inc. by Transit Group, Inc.

Corporate Guaranty dated December 11, 1996, in favor of Partnership Financial
Services, Inc. d/b/a Republic Capital, securing the Commercial Transportation
Lease Agreement dated as of December 10, 1996, with Capitol Warehouse, Inc., by
Jerry Pennington

Corporate Guaranty dated October 10, 1995, in favor of General Electric Capital
Corporation, securing the Commercial Transportation Lease Agreement dated as of
December 10, 1996, Capitol Warehouse, Inc., by Jerry Pennington

Agreement of Amendment 12/13/98 among General Electric Capital Corporation,
Transit Group, Inc. and certain subsidiaries

                                      18

<PAGE>

                                  SCHEDULE E

1.   Defaults which occurred prior to the date hereof with respect to the
     payment of Rent under Lease Agreements.

2.   Defaults under the original Lease Agreements, Security Agreements and other
     Operative Documents which occurred prior to the date hereof and resulted
     solely from cross-defaults with documentation evidencing other
     indebtedness, to the extent that such defaults have been waived by the
     holders of such other indebtedness.
<PAGE>

                              EQUIPMENT SCHEDULE

                                SCHEDULE NO. 1
                      DATED THIS ____ DAY OF APRIL, 2001
             TO MASTER LEASE AGREEMENT DATED AS OF APRIL 19, 2001


Lessor & Mailing Address:                        Lessee & Mailing Address:

General Electric Capital Corporation             Transit Group, Inc.
401 Merritt Seven                                2859 Paces Ferry Road
Second Floor                                     Suite 1740
Norwalk, Connecticut 06856                       Atlanta, Georgia 30339

This Equipment Schedule is executed pursuant to, and incorporates by reference
the terms and conditions of, and capitalized terms not defined herein shall have
the meanings assigned to them in the Master Lease Agreement identified above
("Agreement"; said Agreement and this Schedule being collectively referred to as
"Lease"). This Equipment Schedule, incorporating by reference the Agreement,
constitutes a separate instrument of lease.

A.   Equipment.
     ---------

     Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to
Lessee the Equipment listed on Annex A attached hereto and made a part hereof.

B.   Financial Terms.
     ---------------

     1.   Capitalized Lessor's Cost: $29,704,804.94.
     2.   Basic Term: fifty-four (54) months.
     3.   Basic Term Commencement Date: April 19, 2001.
     4.   Location of Principal Garage of Equipment: See Annex A.
     5.   Lessee Federal Tax ID No.: 59-2576629.
     6.   Stipulated Loss Value: See Annex C attached for calculation of the
          Stipulated Loss Value of the Equipment during the Basic Term.
     7.   Interest Rate: 10.50%.

C.   Tax Benefits.
     ------------

     Depreciation Deductions:

     a.   Depreciation Method: 200% declining balance method, switching to
          straight line method for the first taxable year for which using the
          straight line method with respect to the adjusted basis as of the
          beginning of such year will yield a larger allowance.

     b.   Recovery Period: three (3) years for tractors and five (5) years for
          trailers.

     c.   Basis: 100% of Capitalized Lessor's Cost.
<PAGE>

D.   Term and Rent.
     -------------

     1.   Basic Term Rent. Commencing on May 12, 2001, and on the same day of
          each month thereafter during the Basic Term, Lessee shall pay, in
          arrears as rent ("Basic Term Rent") for the Equipment, the product of
          the Lease Rate Factor specified on Annex B attached hereto times he
          Capitalized Lessor's Cost of all Equipment on this Schedule. Each date
          for the payment of rent during the Basic Term is herein referred to as
          a "Rent Payment Date".

     2.   If any Rent Payment Date is not a business day, the rent otherwise due
          on such date shall be payable on the immediately preceding business
          day.

E.   Insurance.
     ---------

     1.   Public Liability: $10,000,000, total liability per occurrence.

     2.   Casualty and Property Damage: An amount equal to the higher of the
          Stipulated Loss Value or the full replacement cost of the Equipment.

F.   Estimated Residual Value.
     ------------------------

     The Estimated Residual Value of the Equipment shall be calculated as
thirty-five percent (35%) of the Capitalized Lessor's Cost of the Equipment.

This Schedule is not binding or effective with respect to the Agreement or
Equipment until executed on behalf of Lessor and Lessee by authorized
representatives of Lessor and Lessee, respectively.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      21
<PAGE>

     IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.

LESSOR:                                LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION   TRANSIT GROUP, INC.

By:_________________________________   By:___________________________________
Name:_______________________________   Name:_________________________________
Title:______________________________   Title:________________________________



                                       Attest:



                                       By:___________________________________
                                       Name:_________________________________
                                       Title:________________________________

                                      22
<PAGE>

                                    ANNEX A
                                      TO
                                SCHEDULE NO. 1
                     DATED THIS ______ DAY OF APRIL, 2001
             TO MASTER LEASE AGREEMENT DATED AS OF APRIL 19, 2001



                           DESCRIPTION OF EQUIPMENT



              SEE ATTACHMENTS HERETO FOR DESCRIPTION OF EQUIPMENT
<PAGE>

                                    ANNEX B
                                       TO
                                 SCHEDULE NO. 1
                      DATED THIS ______ DAY OF APRIL, 2001
              TO MASTER LEASE AGREEMENT DATED AS OF APRIL 19, 2001


                           SCHEDULE OF RENT PAYMENTS

               Rent Payment Number                             Lease Rate Factor
               -------------------                             -----------------
                     1-6                                            0.568750
                     7-12                                           1.777894
                     13-54                                          1.998589
<PAGE>

                                    ANNEX C
                                      TO
                                SCHEDULE NO. 1
                     DATED THIS ______ DAY OF APRIL, 2001

             TO MASTER LEASE AGREEMENT DATED AS OF APRIL 19, 2001


                        STIPULATED LOSS VALUE TABLE/1/



                                                           Stipulated Loss Value
         Rent Payment No.                                        % of Cost
         ----------------                                        ---------

                1                                                 108.141
                2                                                 108.503
                3                                                 108.846
                4                                                 109.188
                5                                                 109.522
                6                                                 109.847
                7                                                 110.160
                8                                                 109.242
                9                                                 108.304
               10                                                 107.354
               11                                                 106.391
               12                                                 105.410
               13                                                 104.407
               14                                                 103.163
               15                                                 101.897
               16                                                 100.616
               17                                                  99.314
               18                                                  97.990
               19                                                  96.651
               20                                                  95.290
               21                                                  93.907
               22                                                  92.509
               23                                                  91.095
               24                                                  89.670
               25                                                  88.231
               26                                                  86.780
               27                                                  85.317
               28                                                  83.838
               29                                                  82.345
               30                                                  80.840
               31                                                  79.319
               32                                                  77.785

___________________

/1/  *The Stipulated Loss Value for any unit of Equipment shall be equal to the
Capitalized Lessor's Cost of such unit multiplied by the appropriate percentage
derived from the above table. In the event that the Lease is for any reason
extended, then the last percentage figure shown above shall control throughout
any such extended term.
<PAGE>

                        33                                               76.237
                        34                                               74.673
                        35                                               73.092
                        36                                               71.502
                        37                                               69.901
                        38                                               68.289
                        39                                               66.667
                        40                                               65.028
                        41                                               63.378
                        42                                               61.718
                        43                                               60.040
                        44                                               58.351
                        45                                               56.651
                        46                                               54.934
                        47                                               53.198
                        48                                               51.466
                        49                                               49.740
                        50                                               48.030
                        51                                               46.307
                        52                                               44.570
                        53                                               42.818
                        54                                               41.071

                                       26