CARRIER/SHIPPER TRANSPORTATION CONTRACT
                                 rev 12/14/95

THIS CONTRACT, made this     day of        by and between ___________
(Shipper) and OTR Express, Inc. (Carrier) for the transportation of specified
goods in accordance with the following conditions:

                                 WITNESSETH:

   WHEREAS, Carrier is a motor vehicle contract carrier in interstate
commerce, holding Interstate Commerce Commission operating authority in 
Docket MC-181996; and 

   WHEREAS, Shipper desires to engage the services of Carrier for the
transportation of Shipper's goods in interstate commerce between points within
Carrier's ICC authorized licenses;

   NOW, THEREFORE, in consideration of the following mutual covenants, the
Shipper and Carrier agree as follows:

   1. BILATERAL COMMITMENT: Shipper shall tender to Carrier and Carrier shall
transport a series of shipments between points designated by Shipper.  Carrier
shall advise Shipper if it is unable to supply transportation service within
the time requested by Shipper in which case Shipper may arrange other
transportation.  Carrier shall use its best efforts to transport shipments
tendered by Shipper in a timely fashion.

   2. DISTINCT NEEDS: Carrier shall provide service to meet the unique,
distinct needs of the Shipper which shall include but not be limited to team
service, driver loading/unloading, overnight delivery, stops in transit, drop
trailers, detention, weekend/holiday shipments and dedication of equipment.

   3. COMMON CARRIER RATES: Rates offered by Carrier under its common
authority in individual or bureau tariffs do not apply to shipments tendered
to Carrier by Shipper under this agreement. 

   4. RATES AND CHARGES: Shipper shall pay Carrier for the transportation
services described herein at the rates and subject to the rules set forth in
Appendix A or agreements/modifications later written between the parties which
shall be deemed as additional appendices to this contract.

   5. INDEMNIFICATION: Carrier shall furnish tractors and trailers to
transport the goods tendered hereunder and to assume all costs and liabilities
incident to the transportation of such goods and shall indemnify and hold the
Shipper harmless from any costs and liabilities except those caused solely by
acts of the Shipper, its employees or agents.

   6. C.O.D. SHIPMENTS: In the absence of advance notification by Shipper and
written acceptance by Carrier, no C.O.D. shipments will be tendered by
Shipper.


   7. INSURANCE: Carrier shall maintain public liability insurance with a
single limit of not less than $1,000,000. Carrier shall maintain
<PAGE>
cargo insurance against Carrier's liabilities for loss or damage to goods
shipped pursuant to this Contract with a limit of $500,000 per truckload
which shall be carrier's maximum liability. For those shipments valued in
excess of $500,000 Carrier shall not be liable to pay for a greater
proportion of liability for loss or damage than $500,000 bears to 100% of
the value of the goods. Carrier's insurance shall be primary insurance
irrespective of any other insurance carried by Shipper in effect at the time
of loss.

   8. CLAIMS: All loss and damage claims and any salvage arising therefrom
shall be handled and processed in accordance with the regulations of ICC as
published in the Code of Federal Regulations (49 C.F.R. 1005).

   9. COLLECTION FEE: If Shipper's account should necessitate outside
collection action, Carrier reserves the right to add collection costs, finance
charges, court costs and/or legal fees to the invoice amounts.

   10. DURATION: This Contract shall continue for a period of (1) year and
shall be renewed automatically for durations of an additional year but either
party shall have the right to cancel this Contract upon 30 days prior notice
to the other party.

   11. PAYMENT TERMS: Net/30 Days from date of invoice.


   IN WITNESS WHEREOF, the parties hereto have executed this Contract in
duplicate the date above first written.

OTR Express, Inc         
(Carrier)                       (Shipper)

By____________________________   By__________________________
   
Title_________________________   Title_______________________
<PAGE>