KENAN TRANSPORT COMPANY                                     EXHIBIT 2



                        ASSET PURCHASE AGREEMENT
                        ------------------------


      THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into
as of this 31st day of October, 1997, by and between Transport South,
Inc., a Georgia corporation ("Seller"), and Kenan Transport Company, a
North Carolina corporation ("Purchaser"), with reference to the following
circumstances:

      A     .Purchaser desires to purchase from Seller and Seller desires
to sell to Purchaser certain of Seller's assets;

      B.    Purchaser and Seller desire to effect such acquisition upon
the terms and conditions contained herein;

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

      1.    PURCHASE AND SALE OF ASSETS.

            1.01  AGREEMENT TO SELL AND PURCHASE.  Seller will sell,
      assign and deliver to Purchaser, and Purchaser will purchase, assume
      and accept, at the Closing hereunder, the following assets, rights
      and obligations of Seller (collectively referred to hereinafter as
      the "Assets" or the "Purchased Assets"): (i) the assets referred to
      in Schedule 1.01A (the "Personal Property"), (ii) the goodwill
      related to Seller's common carrier business (the "Goodwill") and the
      customer lists referred to in Schedule 1.01B (the "Customer Lists"),
      (iii) all rights and obligations of Seller in and under the leases,
      contracts and other agreements referred to in Schedule 1.01C (the
      "Assumed Contracts"), including the property which is the subject of
      such leases and agreements and any improvements thereto, subject to
      the applicable Assumed Contract (the "Leased Property"), (iv) the
      real property referred to in Schedule 1.01D (the "Real Property")
      and (v) the automated dispatch system described on Schedule 1.01E
      (the "Automated Dispatch System").  The Purchased Assets shall be
      conveyed to Purchaser free and clear of all liabilities,
      obligations, liens and encumbrances excepting only those liabilities
      and obligations referred to in Schedule 1.01C.

            1.02  EARNEST MONEY. Purchaser shall deliver to Seller, within
      seven (7) days after the execution of this Agreement by both
      parties, the sum of $100,000 as earnest money (the "Earnest Money"). 
      At Closing, the Earnest Money shall be applied as part

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      payment of the purchase price.  In the event the sale is not
      consummated in accordance with the terms and conditions of this
      Agreement due solely to Purchaser's default, Seller shall be
      entitled to retain the Earnest Money; otherwise the Earnest Money
      shall be returned to Purchaser upon request.  In addition, a
      nondefaulting party may seek specific performance of the obligations
      and covenants set forth herein against a defaulting party.

            1.03  PURCHASE PRICE; PAYMENT OF PURCHASE PRICE; ALLOCATION OF
      PURCHASE PRICE.  In consideration of the sale, assignment and
      delivery of the Assets by Seller to Purchaser, Purchaser will pay to
      Seller a total purchase price of eleven million dollars
      ($11,000,000), payable as follows:

                  (a)   By application of the Earnest Money at Closing;
             and

                  (b)   By wire transfer on or before Closing of ten
             million nine hundred thousand dollars ($10,900,000) to bank
             accounts of Seller as per written instructions of Seller
             given to Purchaser at least twenty-four (24) hours prior to
             the Closing.

      The purchase price shall be allocated among the Purchased Assets in
      accordance with Schedule 1.03, and that allocation shall be binding
      upon Purchaser and Seller for all purposes (including financial
      accounting purposes, financial and regulatory reporting purposes and
      tax purposes).  Purchaser and Seller shall each file tax returns
      consistently with the foregoing and in accordance with Section 1060
      of the Internal Revenue Code.

            1.04  LIABILITIES NOT ASSUMED.  Purchaser does not assume and
      shall not in any fashion be responsible or liable for any
      obligations or liabilities of Seller except liabilities and
      obligations arising under the Assumed Contracts, or incurred by
      Purchaser thereunder, with respect to the period after midnight on
      the Closing Date (the "Assumed Contract Liabilities").

            1.05  RETAINED ASSETS.  Notwithstanding the foregoing, the
      Assets shall not include and Seller shall retain all right, title
      and interest in and to all assets not specifically conveyed herein,
      including but not limited to (i) any and all intangible assets other
      than the Goodwill and those assets expressly set forth in the
      Schedules to this Agreement; (ii) all contracts of insurance under
      which Seller is an insured and any reserves accumulated thereunder;
      (iii) all books and records relating to the business of Seller; and
      (iv) all accounts receivable, notes receivable, cash, cash
      equivalents, utility deposits, prepaid charges or security deposits
      of any type in the name of or owned by Seller.  It is understood and
      agreed that Purchaser shall not acquire any of Seller's accounts
      receivable and all such accounts receivable which are outstanding
      and/or have been generated but not yet billed, as of the Closing
      Date shall remain the property of Seller.  Any monies received by
      Seller after the Closing generated by operations of Purchaser after
      midnight of the Closing Date shall be transmitted to Purchaser
      without


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      delay.  Any monies that may be received by Purchaser after Closing
      generated by Seller prior to midnight of the Closing Date, or
      otherwise intended for Seller and not sold hereunder, shall be
      transmitted to Seller without delay.  Seller shall be responsible
      for all liabilities and obligations arising under the Assumed
      Contracts, or incurred by Seller thereunder, with respect to the
      period prior to midnight on the Closing Date and, accordingly, all
      liabilities and obligations under the Assumed Contracts shall be
      prorated and adjusted as of the Closing Date.

            1.06  SOFTWARE

            (a)   Seller shall transfer its rights to the software listed
      on Schedule 1.01A, part 5 by an assignment of the software licenses
      associated therewith (the "Software Licenses").

            (b)   The Automated Dispatch system described in Schedule
      1.01E has been developed by employees of Racetrac Petroleum, Inc.
      ("Racetrac") and Seller.  Seller shall transfer the right to use the
      Automated Dispatch System by granting Purchaser a nonexclusive
      license to use such system.  Racetrac and Seller shall retain the
      right to use the Automated Dispatch System.  Neither Racetrac nor
      Seller makes or shall make any representation or warranty, express
      or implied, of any kind or nature whatsoever, with respect to the
      Automated Dispatch System, and without limitation specifically
      disclaims and excludes any warranty of merchantability, or fitness
      for a particular purpose or copyright or lack of infringement. 
      There are no written instructions or manuals nor any telephone or
      other support available with respect to the Automated Dispatch
      System.  Seller will provide Purchaser with the source code of the
      Automated Dispatch System on disk and loaded on computers in the
      dispatch terminals.  If neither Mike Kinzer nor Chuck Vantubbergen
      remain employed with Purchaser for at least ninety (90) days after
      the Closing, then Seller will provide Purchaser, at no cost to
      Purchaser, up to three (3) days of consultation with respect to the
      Automated Dispatch System, such consultation to take place in
      Atlanta, Georgia, or by telephone.

            (c)   The Automated Dispatch System is a software application
      which must coexist with the software programs listed on Schedule
      1.06 part 1 and part 2.  The software programs listed on Schedule
      1.06 part 1 are included in the Personal Property on Schedule 1.01A
      part 5.  The software listed on Schedule 1.06 part 2 cannot be
      transferred by Seller to Purchaser, and Purchaser shall be
      responsible for the acquisition of such software.

            (d)   Seller will allow Purchaser's employees to use the
      accounting system software on Purchaser's hardware for up to six
      months after Closing, if requested by Purchaser.


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      2.    CLOSING; CLOSING DATE.

            2.01  CLOSING.  Provided that all terms and conditions hereof
      required to be satisfied, or satisfaction thereof have been waived
      by the party entitled to require satisfaction thereof, the closing
      of the transactions contemplated hereby ("Closing") shall take place
      on a date and at a place to be determined by the parties, not later
      than November 28, 1997.  The date of the Closing is referred to
      herein as the "Closing Date".  The "Closing" shall mean the
      deliveries to be made by Purchaser and Seller on the Closing Date in
      accordance with the provisions of this Agreement.  The Closing and
      all transactions contemplated hereunder shall be effective at
      midnight on the Closing Date.

            2.02  DELIVERIES OF PURCHASER AT CLOSING.  At the Closing,
      Purchaser will deliver or cause to be delivered, all duly and
      properly executed, where appropriate:

                  (i)   A sum equal to the purchase price paid as provided
            in Section 1.03(b);

                  (ii)  Assignment and Assumption Agreement(s) with
            respect to the Assumed Contracts substantially in the form
            attached hereto as EXHIBIT "A";

                  (iii) A Transportation Agreement with Racetrac
            Petroleum, Inc. in the form attached hereto as EXHIBIT "C";
            and

                  (iv)  All other items required to be delivered hereunder
            or as may be requested by Seller which are necessary or would
            reasonably facilitate consummation of the transactions
            contemplated hereby.

            2.03  DELIVERIES OF SELLER AT CLOSING.  At the Closing, Seller
      will deliver or cause to be delivered to Purchaser, all properly and
      duly executed, where appropriate:

                  (i)   A Bill of Sale with respect to the Personal
            Property substantially in the form attached hereto as EXHIBIT
            "B";

                  (ii)  Limited warranty deeds with respect to the Real
            Property;

                  (iii) Assignment and Assumption Agreement(s) with
            respect to the Assumed Contracts substantially in the form
            attached hereto as EXHIBIT "A";

                  (iv)  Certificates of title with respect to those Assets
            for which title is evidenced by same;

                  (v)   The Customer Lists;


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                  (vi)  A Transportation Agreement with Racetrac
            Petroleum, Inc. in the form attached hereto as EXHIBIT "C";

                  (vii) An Assignment of the Software Licenses in a form
            reasonably acceptable to Purchaser and Seller;

                 (viii) A license with respect to the Automated Dispatch
            System in a form reasonably acceptable to Purchaser and Seller
            and meeting the requirements of Section 1.06, above; and

                  (ix)  All other items required to be delivered hereunder
            or as may be requested by Purchaser which are necessary or
            would reasonably facilitate consummation of the transactions
            contemplated hereby.

            2.04  CONCURRENT CONDITIONS.  The performance or tender of
      performance of all matters applicable to a party under this
      Agreement shall be deemed concurrent conditions and no party shall
      be required to perform, or tender performance of, the obligations of
      such party hereunder unless, coincident therewith, each other party
      from whom performance is required under this Agreement performs or
      tenders performance of its obligations hereunder.

            2.05  EXPENSES; PRORATION.  Whether or not the transactions
      described in this Agreement are consummated, each of the parties
      hereto shall pay its own expenses and costs incurred or to be
      incurred in negotiating, closing and carrying out this Agreement and
      in consummating the transactions described herein.  Notwithstanding
      the foregoing, Purchaser shall be responsible for the payment of the
      costs of all transfer, documentary or sales taxes, and all other
      expenses incident to the transfer of the Assets, including the
      recordation of deeds and instruments of transfer and the costs of
      all title examinations, title insurance premiums and lien searches,
      if any.  All real estate taxes, ad valorem taxes, personal property
      and other taxes, fees, licenses and other charges attributable to
      the ownership or use of the Assets shall be prorated as of the
      Closing Date.  If the actual amount of taxes is not known on the
      Closing Date, the same shall be prorated on the basis of the amount
      of taxes payable in 1996 and shall be adjusted between the parties
      when the actual amount of taxes payable in 1997 is known to
      Purchaser and Seller.  Charges for utility services to each
      respective Real Property or Leased Property, including water, sewer,
      trash pickup, electric, gas and telephone, shall be prorated as of
      the Closing Date outside of the Closing.  Utility deposits, security
      deposits and prepaid rent shall be credited to Seller at Closing. 
      Seller may contact all utility companies serving the Real Property
      or Leased Property and request that service be discontinued or
      placed in the name of Purchaser as of the Closing Date, and
      Purchaser shall be responsible for payment for all bills for such
      utilities based on usage from and after the Closing Date.

            2.06  SALES AND PAYROLL ALLOCATION.  Sales and accounts
      receivable generated after midnight of the Closing Date, as
      determined by the loading manifest time, shall 


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      belong to Purchaser.  Driver payroll generated after midnight of the
      Closing Date, as determined by the loading manifest time, shall be
      the responsibility of Purchaser.

            2.07  CONSENTS AND WAIVERS.  Seller and Purchaser will co-
      operate to obtain the consent, waiver or approval of any other party
      which may be required with respect to the assignment and assumption
      of any Assumed Contract.  Closing may be extended by either party if
      additional time is necessary to obtain any such consent, waiver or
      approval which is not waived by Purchaser.

      3.    REPRESENTATION AND WARRANTIES BY SELLER.  Seller represents
and warrants to Purchaser as follows:

            3.01  ORGANIZATION, STANDING AND QUALIFICATION.  Seller is a
      corporation duly organized, validly existing and in good standing
      under the laws of the State of Georgia. Seller has all requisite
      corporate power and authority and is entitled to carry on its
      business as now being conducted and to own, lease or operate its
      properties as and in the places where such business is now
      conducted; and it is duly qualified and in good standing as a
      foreign corporation authorized to do business in those states listed
      on Schedule 3.01, which are all of the states where the nature of
      the activities conducted by it or the character of the properties
      owned, leased or operated by it require such qualification,
      licensing or domestication.

            3.02  AUTHORIZATION AND APPROVAL.  All corporate proceedings
      or corporate action required to be taken by Seller relating to the
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby shall have been taken at or prior
      to the Closing.

            3.03  EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT,
      AUTHORITY.  Neither the execution, delivery nor performance of this
      Agreement by Seller will, with or without the giving of notice or
      the passage of time, or both, conflict with, result in a default,
      right to accelerate or loss of rights under, or result in the
      creation of any lien, charge or encumbrance pursuant to, any
      provision of Seller's Certificate of Incorporation or Bylaws or any
      mortgage, deed of trust, lease, license, agreement, understanding,
      law, rule or regulation or any order, judgment or decree to which
      Seller is a party or by which it may be bound or affected.  Seller
      has full power and authority to enter into this Agreement and to
      carry out the transactions contemplated hereby, and this Agreement
      constitutes a valid and binding obligation of Seller, enforceable
      against Seller in accordance with its terms.

            3.04  CONSENTS.  By their express terms, the Assumed Contracts
      may require the consent or approval of a third person in connection
      with the assignment and assumption thereof.  There are no other
      consents, permits, authorizations and approvals required in
      connection with the performance of Seller's obligations under this
      Agreement.

            3.05  ASSUMED CONTRACTS.  Schedule 1.01C sets forth all of the
      Assumed Contracts.  There have been delivered to the Purchaser true
      and complete copies of all of 


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      the Assumed Contracts (and all amendments, waivers or other
      modifications thereto).  All of such Assumed Contracts are valid,
      subsisting, in full force and effect, binding upon the Seller, and
      to the best knowledge of the Seller, binding upon the other parties
      thereto in accordance with their terms, and the Seller is not in
      material default under any of them, nor, to the best knowledge of
      the Seller, is any other party to any such contract or other
      agreement in default thereunder, nor does any condition exist that
      with notice or lapse of time or both would constitute a default
      thereunder.

            3.06  TITLE OF ASSETS; LIENS.  The Seller owns outright and
      has good and marketable title to the Personal Property, the
      Goodwill, the Customer Lists and the Real Property (the "Owned
      Assets"), free and clear of any deed of trust, mortgage, security
      interest, claim, lien (including any tax lien) or other encumbrance,
      except for liens or other encumbrances securing AD VALOREM taxes for
      the current year or the claims of materialmen, carriers, landlords
      and like persons, all of which are not yet due and payable, and
      except for the liens and other encumbrances listed in Schedule
      1.01C. Upon delivery of and payment for the Owned Assets as herein
      provided, the Purchaser will acquire all of the Seller's right,
      title and interest thereto, free and clear of any claim, lien or
      other encumbrance.

            3.07  FINANCIAL STATEMENTS.

            (a)   Seller has heretofore delivered to Purchaser copies of
      its audited financial statements for the years ended December 31,
      1996 and December 31, 1995, together with the report of Grant
      Thornton thereon (hereinafter referred to as the "Financial
      Statements").  The Financial Statements contain the balance sheets
      of the Seller at such dates and the related statements of income and
      retained earnings.  The Financial Statements, together with the
      notes thereto, present fairly the financial position of the Seller
      and the results of its operations for the years then ended, in
      conformity with generally accepted accounting principles applied on
      a consistent basis.

            (b)   The Interim Financial Statements of the Seller for the
      nine months ended September 30, 1997, which will be delivered to the
      Purchaser prior to the Closing, will present fairly the financial
      position of the Seller as of September 30, 1997 and the results of
      its operations for the nine months then ended in conformity with
      generally accepted accounting principles applied on a basis
      consistent with those used in the preparation of the Financial
      Statements.

            3.08  BROKERAGE.  Other than The Robinson-Humphrey Group, Inc.
      (to which Purchaser has no liability or obligation of any kind
      whatsoever), no broker, finder, agent or similar intermediary has
      acted on behalf of the Seller in connection with this Agreement or
      the transactions contemplated hereby, and there are no brokerage
      commissions, finders fees or similar fees or commissions payable in
      connection therewith based on any agreement, arrangement or
      understanding with the Seller, or any action taken by it.


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            3.09  ABSENCE OF CERTAIN CHANGES.  Since July 31, 1997, there
      has not been:

                  (a)   any material net loss of customers or any other
            material net adverse change in the Seller's relationships with
            its customers; or

                  (b)   any other material adverse change in the business
            or prospects of the Seller, other than economic or regulatory
            changes generally known throughout the Seller's industry as a
            whole and not unique to the Seller's business.

            3.10  COMPLIANCE WITH LAW.  Seller has conducted its business
      so as to comply with, and is in compliance in all material respects
      with, all laws, statutes, regulations, rules and other requirements
      of any governmental authority applicable to it.

            3.11  ENVIRONMENTAL MATTERS.  The use, maintenance, operation
      and condition of the Real Property and the Leased Property are
      presently, and at all times have been, in compliance with all laws
      relating to pollution, waste disposal or the protection,
      preservation or restoration of the environment.

            3.12  CONDITION OF PERSONAL PROPERTY.  The Personal Property
      and those items of Leased Property constituting personal property
      are in good operating condition, order and repair, ordinary wear and
      tear excepted.

            3.13  CUSTOMER LISTS.  The customers listed on the Customer
      Lists are all current customers of Seller, and Seller does not know
      or have any reason to believe that any such customer will not do
      business with the Purchaser after the Closing or that there will be
      any material net decrease in the volume or revenue of the business
      of any such customer with the Purchaser after the Closing from the
      volume or revenue of its business with Seller before the Closing.

      4.    REPRESENTATIONS AND WARRANTIES BY PURCHASER.  Purchaser
represents and warrants to Seller as follows:

            4.01  ORGANIZATION, STANDING AND QUALIFICATION.  Purchaser is
      a corporation duly organized, validly existing and in good standing
      under the laws of the State of North Carolina.  Purchaser has all
      requisite corporate power and authority and is entitled to carry on
      its business as now being conducted and to own, lease or operate its
      properties as and in the places where such business is now
      conducted; and it is duly qualified and in good standing as a
      foreign corporation authorized to do business in all states where
      the nature of the activities conducted by it or the character of the
      properties owned, leased or operated by it require such
      qualification, licensing or domestication.

            4.02  AUTHORIZATION AND APPROVAL OF AGREEMENT.  Subject to the
      approval of this Agreement by Purchaser's Board of Directors, all
      corporate proceedings or corporate action required to be taken by
      Purchaser relating to the execution and delivery of this 


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      Agreement and the consummation of the transactions contemplated
      hereby shall have been taken at or prior to the Closing.

            4.03  EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT. 
      Neither the execution, delivery nor performance of this Agreement by
      Purchaser will, with or without the giving of notice or the passage
      of time, or both, conflict with, result in a default, right to
      accelerate or loss of rights under, or result in the creation of any
      lien, charge or encumbrance pursuant to, any provision of
      Purchaser's Certificate of Incorporation or Bylaws or any mortgage,
      deed of trust, lease, license, agreement, understanding, law,
      ordinance, rule or regulation or any order, judgment or decree to
      which Purchaser is a party or by which it may be bound or affected. 
      Purchaser has the full power and authority to enter into this
      Agreement and to carry out the transactions contemplated hereby, and
      this Agreement constitutes a valid and binding obligation of
      Purchaser, enforceable against Purchaser in accordance with its
      terms.

      5.    COVENANTS OF SELLER PENDING CLOSING.

            5.01  CO-OPERATION.  Prior to the Closing, Seller will
      cooperate with Purchaser and use reasonable efforts to assist
      Purchaser in obtaining the consent of any other party to any Assumed
      Contracts where the consent of such other party may be required by
      reason of the transactions contemplated hereby.

            5.02  ACCESS TO INFORMATION AND DOCUMENTS.  Upon reasonable
      notice and during regular business hours, Seller will give Purchaser
      and Purchaser's attorneys, accountants and other representatives
      full access to Seller's personnel and all properties, documents,
      contracts, books and records of Seller.  No investigation by the
      Purchaser shall diminish or obviate any of the representations,
      warranties, covenants or agreements of the Seller.

            5.03  NOTICE OF CHANGE; SUBSEQUENT AMENDMENT OF DISCLOSURE
      SCHEDULES.  Seller shall give Purchaser prompt written notice of any
      change in any of the information contained in the representations
      and warranties made in this Agreement or the Schedules referred to
      herein which occurs prior to the Closing.

            5.04  CONDUCT OF BUSINESS PRIOR TO CLOSING.  During the period
      from the date hereof to the Closing Date, Seller will conduct its
      business only in the ordinary course, will use reasonable efforts to
      keep its workforce in place for the purposes of maintaining a level
      of service consistent with the Seller's past practice and preserving
      the Seller's customer base and the goodwill associated with the
      Purchased Assets, and will perform and comply in all material
      respects with the terms of the Assumed Contracts.


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      6.    ADDITIONAL COMMITMENTS, COVENANTS, AGREEMENTS AND ARRANGEMENTS
BETWEEN PARTIES.

            6.01  BULK SALES COMPLIANCE.  Purchaser hereby waives
      compliance by Seller with the provisions of the Bulk Sales Law of
      any state, and Seller warrants and agrees to pay and discharge when
      due all claims of creditors which could be asserted against
      Purchaser by reason of such non-compliance to the extent that such
      liabilities are not specifically assumed by Purchaser under this
      Agreement.  Seller hereby indemnifies and agrees to hold Purchaser
      harmless from, against and in respect of (and shall on demand
      reimburse Purchaser for) any loss, liability, cost or expense,
      including, without limitation, attorneys' fees, suffered or incurred
      by Purchaser by reason of the failure of Seller to pay or discharge
      such claims.

            6.02  EMPLOYEE MATTERS.  Seller intends to retain the
      employees set forth on Schedule 6.02 (the "Retained Employees") for
      the continuation of its retained business interests.  Seller intends
      to terminate all other employees as of the Closing Date.  Prior to
      Closing, Seller shall provide Purchaser reasonable opportunity to
      interview, test and evaluate employees of Seller other than the
      Retained Employees to determine which employees it wishes to hire. 
      Purchaser shall notify Seller at least 48 hours prior to Closing of
      which employees of Seller (other than the Retained Employees) that
      it does not intend to hire.  Seller will be responsible for all
      accrued pay and benefits as of midnight of the Closing Date under
      any employee benefit plan or arrangement and for the payment of any
      severance or other termination-related obligations to employees
      terminated by Seller as may be required by applicable law or
      otherwise.  All offers of employment by the Purchaser will be for
      employment on an at-will basis.

            6.03  NO PENDING LITIGATION REGARDING AGREEMENT.  Neither
      Purchaser nor Seller shall be obligated to consummate the
      transactions contemplated herein, if on the Closing Date, any action
      or proceeding shall have been threatened or commenced against Seller
      or Purchaser by a third party seeking to restrain or prohibit the
      performance of, or to obtain damages or other relief in conjunction
      with, this Agreement or any of the transactions contemplated hereby.

            6.04  ACKNOWLEDGMENTS.  Purchaser hereby represents and
      acknowledges that: Purchaser is familiar with the business in which
      Seller is engaged, is fully aware of the problems and risks involved
      in engaging in such business, and based on its knowledge and
      experience in financial and business matters, is capable of
      evaluating the merits and risks of the purchase contemplated
      hereunder; Purchaser's decision to purchase the Assets is based
      solely on its own investigation, and Purchaser is not relying on any
      representation, warranty or information provided by Seller except as
      expressly set forth in this Agreement; Purchaser has been given
      ample time and opportunity to consult with advisors of Purchaser's
      own choosing about the potential benefits and risks of entering into
      this Agreement; No one is authorized on behalf of Seller to make any
      representations regarding this Agreement or the business of Seller
      other than as expressly set forth in this Agreement, and if any such
      representations have been made, Purchaser may not rely on such
      representations, but must look solely to the terms of this
      Agreement.


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            6.05  USE OF NAME/TRANSITION.  Seller will cooperate with
      Purchaser with respect to the transition of business operations from
      Seller to Purchaser.  Effective upon Closing and for a period of one
      hundred eighty (180) days thereafter, Seller hereby grants to
      Purchaser the right and license to use  the name "Transport South"
      and "Transport South, Inc." and any applicable operating authority
      or vehicle registration of Seller in connection with the operation
      of the trailers and tractors to be conveyed hereunder.  At all times
      while Purchaser may use such names, authority or registration,
      Purchaser shall maintain in full force and effect, comprehensive
      general liability, auto and workers' compensation insurance covering
      liability for bodily injury, including death, and property damage
      with combined single limits of at least $10,000,000 per occurrence. 
      Such insurance shall list Seller as an additional insured, shall
      contain a waiver of the insurer's right of subrogation against
      Seller, and shall provide that the policy cannot be canceled as to
      Seller, nor shall a material change in coverage be effective, except
      after the insurer gives thirty (30) days' written notice to Seller. 
      Purchaser shall provide a certificate of insurance evidencing same
      to Seller including such 30-day notice, at Closing.  Seller retains
      the right to use the name "Transport South" and "Transport South,
      Inc."

            6.06  TRADEMARK/SIGN USAGE.  Subject to the rights of
      Purchaser under Section 6.05 above, Seller shall have the right to
      de-image and/or remove from each of the Assets, before or after the
      Closing, any personal property or signage on which Seller's name or
      logo appears.  Purchaser hereby agrees not to use any trademarks,
      trade names, logos, emblems or other forms of identification in any
      way associated with Seller or Seller's business, except as permitted
      by Section 6.05 above.

            6.07  RISK OF LOSS.  The risk of loss or damage to the Assets
      shall be borne by Seller through and including the Closing Date. 
      Upon the occurrence of any loss or damage to any of the Assets,
      Seller shall notify Purchaser of such damage in writing within three
      (3) business days and stating with particularity the extent of such
      damage, and the purchase price of the Assets shall be adjusted by
      mutual agreement of the parties, which agreement shall not be
      unreasonably withheld.  If the parties cannot agree with respect to
      such adjustment, the amount of the adjustment shall be equal to the
      estimated cost to repair or replace the damaged or lost Asset, not
      to exceed the fair market value of such Asset based upon the
      wholesale blue book value or other available wholesale broker
      information.

            6.08  POST CLOSING SERVICES.  Upon request from time to time
      for a period of one hundred eighty (180) days after Closing,
      Purchaser shall, free of charge, a) provide Seller with such
      services as may be reasonably requested by Seller in connection with
      the wind-up of that portion of Seller's business which was related
      to the Assets, and b) cause its employees to assist Seller in the
      investigation, defense or resolution of any ongoing matters in which
      such employee was involved or may have knowledge, including without
      limitation, resolution of workers' compensation, litigation,
      unemployment and tax issues.


                                    11<PAGE>
<PAGE>

            6.09  ONGOING BUSINESS/NONCOMPETE.

                  (a)   Purchaser acknowledges that Seller intends to
      continue in business following the Closing and will retain all
      assets and employees related to services performed exclusively for
      Racetrac Petroleum, Inc. ("Racetrac") and its affiliates.  As used
      herein, "affiliate" shall mean any entity now or hereafter
      controlled by, under the control of, or under common control with
      Racetrac or any of its shareholders.

                  (b)   For a period of five (5) years from and after the
      Closing Date, neither Seller, Racetrac nor any of their affiliates
      shall, directly or indirectly within the market where Seller is
      currently operating or within any other market, own, manage,
      operate, control, participate in or be engaged in any business that
      transports gasoline, diesel or aviation fuels, in bulk or in fuel
      tanks, in competition with the business of Purchaser.  The
      provisions of this Section 6.09(b) shall not apply to services
      performed exclusively for Racetrac or its affiliates.

                  (c)   Seller and Racetrac acknowledge that the covenants
      contained in Section 6.09(b) are reasonable and necessary for the
      protection of the interests of Purchaser in the Assets being
      purchased pursuant to this Agreement and that any violation thereof
      shall give rise to irreparable injury to Purchaser inadequately
      compensable in damages.  Accordingly, in addition to other remedies
      provided by law or equity upon any breach by Seller or Racetrac or
      any of their affiliates of the covenants contained in Section
      6.09(b), Purchaser shall be entitled to have a court of competent
      jurisdiction enter injunctive relief prohibiting any further breach
      of the covenants contained therein, and neither Seller, Racetrac nor
      any of their affiliates shall assert in any such action that
      Purchaser has an adequate remedy at law.

            6.10  FURTHER ASSURANCES.  Each of the parties shall execute
      such documents, further instruments of transfer and assignment and
      other papers and take such further actions as may be reasonably
      required or desirable to carry out the provisions hereof and the
      transactions contemplated hereby.

            6.11  PUBLIC ANNOUNCEMENTS.  Any press release or other
      information to the press or any third party with respect to this
      Agreement or the transactions contemplated hereby shall require the
      prior approval of the Purchaser and the Seller, which approval shall
      not be unreasonably withheld, provided that a party shall not be
      prevented from making such disclosure as it shall be advised by
      counsel is required by law.  Seller acknowledges that information
      with respect to this Agreement and the negotiations of the parties
      with respect hereto may constitute "material inside information" for
      the purpose of federal and state securities laws.

            6.12  PURCHASER'S ACCESS.  After the Closing, Purchaser shall
      have access, at reasonable times and on reasonable notice, to all of
      Seller's books and records pertaining to the Purchased Assets and
      Seller's business prior to the Closing.


                                    12<PAGE>
<PAGE>

            6.13  ENVIRONMENTAL AUDITS.  Seller will provide Purchaser and
      its representatives such access to the Leased Property and the Real
      Property as Purchaser may reasonably request from time to time for
      the purpose of having performed Phase I environmental audits.  In
      the event that the Purchaser determines, in its sole discretion,
      that the audit report with respect to any Leased Property is
      unacceptable, then Purchaser may elect not to assume the lease or
      contract covering that Leased Property.  In the event that Purchaser
      determines, in its sole discretion, that the audit report with
      respect to any Real Property is unacceptable, then Purchaser may
      elect not to purchase that Real Property and the purchase price for
      the Assets will be reduced by the fair market value of that Real
      Property.

      7.    CONDITIONS TO PURCHASER'S PERFORMANCE.  The obligation of the
Purchaser to consummate the transactions provided for herein is subject to
the fulfillment of the following conditions, any one or more of which may
be waived by Purchaser:

            7.01  REPRESENTATIONS, WARRANTIES AND COVENANTS.  The
      representations and warranties of the Seller contained in this
      Agreement shall be true on and as of the Closing Date with the same
      force and effect as though made on and as of the Closing Date.  The
      Seller shall have performed and complied with all covenants and
      agreements required by this Agreement to be performed or complied
      with by the Seller on or prior to the Closing Date.  Seller shall
      have delivered to the Purchaser a certificate, dated the Closing
      Date and signed by an officer of the Seller on behalf of the Seller
      to the foregoing effect and stating that to the knowledge of such
      officer all conditions to the Purchaser's obligations hereunder have
      been satisfied.

            7.02  THIRD PARTY CONSENTS.  Except to the extent waived by
      Purchaser in writing, the Purchaser  shall have received (a)
      evidence of the receipt of all authorizations, consents and permits
      of others required to permit the consummation of the transactions
      contemplated by this Agreement, including without limitation the
      consents referenced in Section 3.04, or (b) with respect to any
      Assumed Contract for which Seller and Purchaser are unable to obtain
      the required consent, waiver or approval of a third party, any one
      of the following in lieu of the assignment and assumption of such
      Assumed Contract:

                  (i)   a sublease of, or a similar transfer of
            rights and obligations under, such Assumed Contract
            where Seller remains primarily liable thereunder,
            provided such sublease or similar transfer does not
            require the consent, waiver or approval of any third
            party, or

                  (ii)  an assignment and assumption of a substitute
            lease, contract or agreement for which all consents,
            waivers and approvals have been obtained and which
            provides Purchaser with rights and obligations of equal
            value as the rights and obligations which Purchaser
            would have realized under the Assumed Contract.


                                    13<PAGE>
<PAGE>

            7.03  LITIGATION.  No action, suit or proceeding shall have
      been instituted before any court or governmental or regulatory body,
      or instituted or threatened by any governmental or regulatory body,
      that has or may have, in the reasonable opinion of the Purchaser, a
      materially adverse effect on the Purchased Assets.

            7.04  DELIVERY OF INSTRUMENTS OF TRANSFER AND OTHER DOCUMENTS. 
      Seller shall have delivered or caused to be delivered to the
      Purchaser the instruments of transfer and other documents described
      in Section 2.03 above.

            7.05  CONSENTS.  Seller and Grant Thornton shall have
      delivered to Purchaser such consents as Purchaser may reasonably
      request with respect to the inclusion of the Financial Statements
      and the Interim Financial Statements (as defined in Section 3.07
      above) in reports required to be filed by Purchaser with the
      Securities and Exchange Commission.  Any and all costs associated
      with an SEC filing, including costs or expenses of Grant Thornton,
      shall be paid by Purchaser.

      7B.   NOTICE AND CURE.  If Purchaser is not obligated to consummate
the transactions provided for herein due to the occurrence of any default
by Seller hereunder or failure of the fulfillment of any condition set
forth in Section 7 above, then Purchaser shall provide Seller with written
notice thereof, and Seller shall have the opportunity to cure such default
or fulfill such condition and the Closing shall be extended until such
time as Seller has cured such default or fulfilled such obligation, but in
no event later than thirty (30) days after the date on which the Closing
would otherwise have been held.

      8.    INDEMNIFICATION.

            8.01  SURVIVAL.  Notwithstanding any right of any party to
      investigate fully the affairs of the other party and notwithstanding
      any knowledge of facts determined or determinable by such party
      pursuant to such investigation or right of investigation, each party
      has the right to rely fully upon the representations, warranties,
      covenants and agreements of each other party in this Agreement or in
      any Schedule, certificate or financial statement delivered by any
      party pursuant hereto.  All such representations, warranties,
      covenants and agreements shall survive the execution and delivery
      hereof and the Closing hereunder and be indemnified in accordance
      with this Section 8.

            8.02  CLAIMS.  As used in this Section 8, (i) "CLAIM" means
      any Purchaser Claim or Seller Claim, (ii) "PURCHASER CLAIM" means a
      claim based upon, arising out of or otherwise in respect of (a) any
      inaccuracy in or any breach of any representation, warranty,
      covenant or agreement of the Seller contained in this Agreement or
      any other agreement delivered by Seller at the Closing or (b) any
      liability or obligation of Seller of any kind whatsoever (other than
      the Assumed Contract Liabilities) and (iii) "SELLER CLAIM" means a
      claim based upon, arising out of or otherwise in respect of (a) any
      inaccuracy in or any breach of any representation, warranty,
      covenant or agreement of the Purchaser contained in this Agreement
      or any other agreement delivered by Purchaser at the Closing, (b)
      any liability or obligation or Purchaser of any kind whatsoever
      (including the Assumed Contract Liabilities), or (c) any use by
      Purchaser of the name "Transport 

                                    14<PAGE>
<PAGE>

      South" or "Transport South, Inc." after the Closing in accordance
      with Section 6.05 above (including use of Assets by Purchaser which
      bear decals with such name).

            8.03  OBLIGATION OF THE SELLER TO INDEMNIFY.  Seller agrees to
      indemnify, defend and hold harmless the Purchaser (and its
      directors, officers, employees, affiliates and assigns) from and
      against all losses, liabilities, damages, deficiencies, costs or
      expenses (including interest and penalties imposed or assessed by
      any judicial or administrative body and reasonable attorneys' fees)
      ("LOSSES") based upon, arising out of or otherwise in respect of any
      Purchaser Claim.

            8.04  OBLIGATION OF THE PURCHASER TO INDEMNIFY.  Purchaser
      agrees to indemnify, defend and hold harmless the Seller (and its
      directors, officers, employees, affiliates and assigns) from and
      against any Losses based upon, arising out of or otherwise in
      respect of any Seller Claim.

      9.    GENERAL PROVISIONS.

            9.01  LEGAL COSTS.  In the event that any party (the
      "Defaulting Party") defaults in its obligations under this Agreement
      and, as a result thereof, the other party ("Non-Defaulting Party")
      commences an action to legally enforce its rights hereunder against
      the Defaulting Party, then the Defaulting Party shall promptly pay
      to the Non-Defaulting Party an amount equal to all costs and
      expenses (including reasonable attorneys' fees) paid or incurred by
      the Non-Defaulting Party in connection with such enforcement.

            9.02  NOTICES.  Any and all notices or other communications
      required or permitted to be given under any of the provisions of
      this Agreement shall be in writing and shall be deemed to have been
      duly given when personally delivered or upon receipt when mailed by
      first class registered or certified mail, return receipt requested,
      addressed to the parties at the addresses set forth on the signature
      pages hereto (or at such other address as any party may specify by
      notice to all other parties given as aforesaid.)

            9.03  INTEGRATION, AMENDMENT.  This writing (including the
      schedules) constitutes the entire agreement of the parties with
      respect to the subject matter hereof and may not be modified,
      amended or terminated except by a written agreement specifically
      referring to this Agreement signed by all of the parties hereto.

            9.04  WAIVER.  No waiver of any breach or default hereunder
      shall be considered valid unless in writing and signed by the party
      giving such waiver, and no such waiver shall be deemed a waiver of
      any subsequent breach or default of the same or similar nature.

            9.05  BINDING EFFECT.  This Agreement shall be binding upon
      and inure to the benefit of each party hereto, its successors and
      assigns.

            9.06   CAPTIONS.  The section headings contained herein are
      for the purposes of convenience only and are not intended to define
      or limit the contents of said paragraphs.


                                    15<PAGE>
<PAGE>

            9.07  COOPERATION.  Each party hereto shall cooperate, shall
      take such further action and shall execute and deliver such further
      documents as may be reasonably requested by any other party in order
      to carry out the provisions and purposes of this Agreement.

            9.08  COUNTERPARTS.  This Agreement may be executed in one or
      more counterparts, all of which taken together shall be deemed one
      original.

            9.09  GOVERNING LAW.  This Agreement and all amendments
      thereof shall be governed by and construed in accordance with the
      law of the State of Georgia applicable to contracts made and to be
      performed therein, without reference to its conflict of laws
      provisions.

            9.10  BROKERAGE COMMISSION.  The parties acknowledge that The
      Robinson-Humphrey Company, Inc. has been involved in the
      negotiations for this property and Seller agrees to pay said Broker
      outside of Closing.

            9.11  SEVERABILITY.  The provisions of this Agreement are
      severable, it being the intention of the parties that the invalidity
      or unenforceability of any provision hereof shall not affect or
      impair any other provision.

            9.12  SURVIVAL.  The provisions of this Agreement shall
      survive Closing.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

                        "SELLER":

                        TRANSPORT SOUTH, INC.

                        By:  ________________________________________

                        Name: _______________________________________

                        Title: ______________________________________

                        Address: ____________________________________
                                 ____________________________________
                                 ____________________________________


                        "PURCHASER":

                        KENAN TRANSPORT COMPANY

                        By:  ________________________________________

                        Name: _______________________________________

                        Title: ______________________________________

                        Address: ____________________________________
                                 ____________________________________
                                 ____________________________________


                                    16<PAGE>
<PAGE>

                              JOINDER AGREEMENT


      Racetrac Petroleum, Inc. joins in this Agreement for the purpose of
agreeing, on behalf of itself and its affiliates (as defined in Section
6.09(a)) and their respective successors and assigns, to be bound by the
provisions of Section 6.09 of this Asset Purchase Agreement.


                        RACETRAC PETROLEUM, INC.

                        By:  ________________________________________

                        Name: _______________________________________

                        Title: ______________________________________

                        Address: ____________________________________
                                 ____________________________________
                                 ____________________________________



                                    17<PAGE>

                          SCHEDULES AND EXHIBITS


Schedule 1.01A    PERSONAL PROPERTY

Schedule 1.01B    CUSTOMER LISTS

Schedule 1.01C    ASSUMED CONTRACTS

Schedule 1.01D    REAL PROPERTY

Schedule 1.01E    AUTOMATED DISPATCH SYSTEM

Schedule 1.03     PURCHASE PRICE ALLOCATION

Schedule 1.06     SOFTWARE THAT CO-EXISTS WITH AUTOMATED DISPATCH SYSTEM
                  
Schedule 3.01     STATES WHERE SELLER IS AUTHORIZED TO TRANSACT BUSINESS

Schedule 6.02     RETAINED EMPLOYEES

Exhibit A         ASSIGNMENT AND ASSUMPTION AGREEMENT


Exhibit B         BILL OF SALE

Exhibit C         TRANSPORTATION AGREEMENT



                                    18<PAGE>