OPERATING AGREEMENT
                                       OF
                               TRANSPLACE.COM, LLC

     THIS  OPERATING  AGREEMENT  is made and entered  into the 19th day of April
2000, by and among Covenant  Transport,  Inc., a Nevada  corporation,  J.B. Hunt
Transport  Services,  Inc.,  an Arkansas  corporation,  M.S.  Carriers,  Inc., a
Tennessee  corporation,  Swift  Transportation  Co., Inc., a Nevada corporation,
U.S. Xpress  Enterprises,  Inc., a Nevada  corporation  and Werner  Enterprises,
Inc., a Nebraska corporation,  or the respective affiliates of the foregoing six
corporations  (collectively  the  "Members") and  Transplace.com,  LLC, a Nevada
limited  liability  company (the  "Company"),  to govern certain  aspects of the
operations  of the  Company and to set forth the rights and  obligations  of the
Members,  any  Persons  subsequently  becoming  Members,  and  their  respective
successors and assigns.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and in  consideration  of  becoming  a Member of the  Company,  the  undersigned
(including  parties who  subsequently  become parties hereto after the effective
date of this Agreement) agree as follows:

                                    ARTICLE I

                       DEFINITIONS AND GENERAL PROVISIONS

     SECTION 1.1. DEFINITIONS.  Unless the context or rules of grammar otherwise
require or unless otherwise expressly provided in this Agreement,  the following
capitalized  terms used in this Agreement (and the respective plural or singular
forms thereof) shall have the meanings specified in this Section as follows:

     "ACT"  means  Chapter  86 of Title 7 of the  Nevada  Revised  Statutes,  as
amended from time- to-time.

     "AFFILIATE"  means any Person that is, directly or indirectly,  through one
or more intermediaries, controlling, controlled by, or under common control with
a Member.  The term  "control," as used in the immediately  preceding  sentence,
means, with respect to a limited liability company or corporation,  the right to
exercise,  directly or  indirectly,  more than 50% of the voting  rights of such
limited  liability company or corporation and, with respect to any other Person,
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction of the management or policies thereof.

     "AGREEMENT" means this Operating Agreement, as amended from time-to-time.

     "ARTICLES"  mean the Articles of Organization of the Company filed with the
Nevada Secretary of State, as amended or restated from time-to-time.

     "AVAILABLE CASH" of the Company means all cash funds of the Company on hand
from  time-to-time  (other  than cash funds  obtained  as  contributions  to the
capital of the Company by the Members and cash funds  obtained from loans to the

                Page 1 of 30 Transplace.com Operating Agreement
<PAGE>
Company)  after (i) payment of all operating  expenses of the Company as of such
time,  (ii)  provision  for  payment  of  all  outstanding  and  unpaid  current
obligations of the Company as of such time, and (iii) provision for a reasonable
working  capital  reserve  if such a  reserve  is  established  by the  Board of
Managers.

     "BOARD  OF  MANAGERS"  has the  meaning  set forth in  Section  4.1 of this
Agreement.

     "CAPITAL  ACCOUNT"  means the account  established  and maintained for each
Member in the manner  prescribed  by Article  III and in the manner  provided in
Treasury Regulation Section 1.704-l(b)(2)(iv), as amended from time-to-time.

     "CAPITAL  CONTRIBUTIONS"  means  the  total  value of any  cash,  property,
services  rendered,  or  a  promissory  note  or  other  binding  obligation  to
contribute cash or property or to perform  services,  that a person transfers to
the Company in the  capacity as a Member,  as shown on Exhibit B attached to and
made a part of this Agreement, as the same may be amended from time-to-time. Any
reference  in this  Agreement  to the Capital  Contributions  of a Member  shall
include all Capital  Contributions  previously  made by any prior Member for the
interest of such Member, and shall be reduced by any distributions to such prior
Member in return of the Member's  Capital  Contributions as contemplated in this
Agreement.

     "CODE" means the Internal Revenue Code of 1986, as amended.  All references
in this  Agreement  to Code  Sections  shall  include any and all  corresponding
provisions of succeeding law.

     "COMPANY" means Transplace.com, LLC

     "FORMER  MEMBER"  means a Person who  previously  was, but is no longer,  a
Member of the Company.

     "INITIAL  MEMBERS"  means  Covenant  Transport,  Inc.,  J.B. Hunt Transport
Services, Inc., M.S. Carriers, Inc., Swift Transportation Co., Inc., U.S. Xpress
Enterprises,  Inc., and Werner Enterprises, Inc., or any Affiliate of any of the
foregoing companies.

     "INTEREST" means the entire  ownership  interest of a Member in the Company
at any  particular  time,  including  the  right of such  Member  to any and all
benefits to which a Member may be entitled  as  provided in this  Agreement  and
under the Act,  together with the  obligations of such Member to comply with all
of the terms and provisions of this Agreement.

     "LOSSES" or "LOSSES"  means losses,  and each item of income,  gain,  loss,
deduction or credit  entering  into the  computation  thereof,  as determined in
accordance with Treasury Regulation Section 1.704-l(b)(2)(iv).

     "MANAGER"  means any Person or Persons  designated as a Manager or Managers
of the Company pursuant to Article IV.

     "MEMBER" means a Person that (i) owns an Interest in the Company,  (ii) has
been  admitted to  membership  in the Company in  accordance  with the Act,  the
Articles  and this  Agreement,  and  (iii)  has not  ceased  to be a  Member  in
accordance with the Act, the Articles and/or this Agreement.

                Page 2 of 30 Transplace.com Operating Agreement
<PAGE>
     "MEMBERSHIP" means all of the Members.

     "PERCENTAGE  INTEREST"  of a Member  means the  percentage  of  issued  and
outstanding  Units of the Company held by such Member as set forth  opposite the
name of such Member under the column "Percentage Interest" on Exhibit B, as such
percentage  may be  adjusted  from  time-to-time  pursuant  to the terms of this
Agreement.

     "PERSON" means and includes an individual, corporation, general partnership
(including a limited liability partnership),  limited partnership,  association,
limited  liability  company,  business  trust,  or any other legal or commercial
entity.

     "PROFITS" or "PROFITS" means income,  and each item of income,  gain, loss,
deduction or credit  entering  into the  computation  thereof,  as determined in
accordance with Treasury Regulation Section 1.704-l(b)(2)(iv).

     "TAX MATTERS  MANAGER"  means the "Tax  Matters  Partner" of the Company as
that term is defined in Code Section 6231.

     "TREASURY REGULATIONS" means regulations of the United States Department of
the Treasury under the Code, as amended from time-to-time.

     "UNITS"  refers to an  interest in the Company to be measured in such units
as may be established pursuant to Article III. Whenever reference is made to the
"Percentage  Interest" of a Member,  a Member's  Units may be converted into the
same by  dividing  the  Member's  number  of  Units by the  total  of all  Units
outstanding.

     SECTION 1.2. REFERENCES TO ARTICLES,  SECTIONS AND EXHIBITS.  References in
this  Agreement to numbered or lettered  "Article" or "Section" or  "subsection"
shall, unless the context clearly indicates otherwise, be construed as referring
to a particular Article, Section or subsection in this Agreement, and references
in this Agreement to "this Article" or "this Section" or "this subsection" shall
be construed as referring, as applicable,  to the Article, Section or subsection
in which such reference is located. References in this Agreement to an "Exhibit"
are to a  document  so  identified  that is  attached  to,  and a part of,  this
Agreement.

     SECTION  1.3.  COORDINATION  WITH THE ACT.  The Act  contains  a number  of
provisions  that  govern  various  aspects of the  conduct of the  business  and
affairs of limited liability companies that can be "overruled",  so to speak, by
the provisions of a written  operating  agreement  adopted by the members of the
limited liability company or by the articles of organization of such company. In
construing  this Agreement and the Articles and in  coordinating  the provisions
hereof and thereof with the Act, it is the intent of the Members  that  whenever
this Agreement or the Articles contain  provisions  addressing a certain subject
or matter,  those provisions of this Agreement or the Articles will control over
the  provisions of the Act with respect to that same subject or matter and shall
be construed as overruling any  conflicting  or different  provisions of the Act
with  respect  thereto  even  though the  provisions  of this  Agreement  or the
Articles do not  specifically  state that they are  intended  to  overrule  such

                Page 3 of 30 Transplace.com Operating Agreement
<PAGE>
provisions  of the Act. If this  Agreement  and the  Articles are silent as to a
subject or matter  covered by the Act,  the  provisions  of the Act with respect
thereto shall control.

                                   ARTICLE II

                              ORGANIZATION AND TERM

     SECTION 2.1. ARTICLES OF ORGANIZATION. The Company was formed by filing the
Articles with the Nevada  Secretary of State pursuant to the Act. The rights and
liabilities  of the Members shall be as provided under the Act, the Articles and
this Agreement. The Members agree to each of the provisions of the Articles.

     SECTION 2.2. NAME. The name of the Company is Transplace.com, LLC.

     SECTION 2.3.  PRINCIPAL PLACE OF BUSINESS.  The principal place of business
of the Company  shall be located in or about Dallas,  Texas,  at such address as
may from time-to-time be established by the Board of Managers.

     SECTION  2.4.   REGISTERED  OFFICE  AND  REGISTERED  AGENT.  The  Company's
registered  office shall be at 502 North Division  Street,  Carson City,  Nevada
89703,  and the  name of its  registered  agent  at such  address  is  Corporate
Services of Nevada. The Company may designate another registered office or agent
at any time by following the procedures set forth in the Act.

     SECTION  2.5.  PURPOSE.  The purpose of the Company is to engage in any and
all lawful business activities.

     SECTION 2.6.  EFFECTIVE DATE.  This Agreement  shall become  effective upon
execution.

     SECTION 2.7. TERM. The term of the Company shall continue in perpetuity and
until the  Company  is  dissolved  in  accordance  with the  provisions  of this
Agreement or the Act.

     SECTION 2.8. OTHER INSTRUMENTS.  Each Member hereby agrees, within ten (10)
days after receipt of a written  request  therefor,  to execute and deliver such
other  and  further  documents  and  instruments,  statements  of  interest  and
holdings,  designations,  powers of attorney and other instruments,  and to take
such other action,  as the Company deems  necessary,  useful,  or appropriate to
comply with any laws,  rules or regulations or as may be necessary to enable the
Company to fulfill its responsibilities under this Agreement.

                 Page 4 of 30 Transplace.com Operating Agreement
<PAGE>
                                   ARTICLE III

                          MEMBERS AND CAPITAL STRUCTURE

     SECTION 3.1. NAMES AND ADDRESSES OF MEMBERS. All Members and Former Members
of the Company,  and their last known  business,  residence or mailing  address,
shall be listed on Exhibit A. The Members shall be required to update  Exhibit A
from time-to-time as necessary to accurately reflect the information therein.

     SECTION 3.2. UNITS REPRESENTING  INTERESTS.  Interests in the Company shall
be represented by the Units held by each Member.  Each Member's respective Units
in the  Company  shall be set forth on Exhibit B (which  shall be updated by the
Members from  time-to-time  as required to  accurately  reflect the  information
therein).  The  Members  hereby  agree that each Unit shall  entitle  the Member
possessing such Unit to, except as otherwise  provided in Articles VIII and XII,
the allocation of an equal proportionate share per Unit of the Company's Profits
and Losses.

     SECTION 3.3. CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS OF MEMBERS. The
agreed  fair  market  value of the  Capital  Contributions  to the  Company  and
Percentage  Interests  of each Member are set forth on Exhibit B (as same exists
at the Effective Date). Any subsequent  Capital  Contributions  shall be in such
amounts  and in such  types  of  property  as may be  agreed  upon by all of the
Members, and shall also be reflected on Exhibit B (as updated).

     SECTION 3.4. ADDITIONAL CAPITAL  CONTRIBUTIONS.  Members shall be permitted
from time-to-time to make such additional or further Capital Contributions,  for
such  consideration  and/or  Units,  as shall be  determined by all the Members.
Except  to  the  extent  that  a  Member  shall  agree  to  do so  or  shall  be
contractually  obligated  to do so,  no  Member  shall be  required  to make any
additional Capital Contributions to the Company.

     SECTION 3.5. CAPITAL ACCOUNTS.

          (a)  An individual Capital Account shall be established and maintained
               on  behalf of each  Member in the  manner  provided  by  Treasury
               Regulation  Section  1.704-l(b)(2)(iv).  To the extent consistent
               with Treasury Regulation Section  1.704-l(b)(2)(iv),  the Capital
               Account of each  Member  shall  consist of (i) the amount of cash
               such Member has contributed to the Company,  plus (ii) the agreed
               fair market value of any property such Member has  contributed to
               the Company,  net of any liabilities assumed by the Company or to
               which such property is subject,  plus (iii) the amount of Profits
               (including tax-exempt income) allocated to such Member, less (iv)
               the  amount  of Losses  allocated  to such  Member,  less (v) the
               amount of all cash distributed to such Member, less (vi) the fair
               market value of any property  distributed to such Member,  net of
               any liability assumed by such Member or to which such property is
               subject, less (vii) such Member's share of any other expenditures

                 Page 5 of 30 Transplace.com Operating Agreement
<PAGE>
               which are not  deductible  by the Company for federal  income tax
               purposes or which are not  allowable as additions to the basis of
               Company property, and (viii) subject to such other adjustments as
               may be required under the Code.  The Capital  Account of a Member
               shall be increased or decreased,  as relevant or  applicable,  to
               reflect  adjustments  to  basis  made  pursuant  to the  Code  or
               Treasury Regulations.

          (b)  Except  as  may  be  specifically   provided  otherwise  in  this
               Agreement,  no Member shall have any  liability or  obligation to
               the Company,  or to any Member or any other Person,  to restore a
               negative or deficit balance in such Member's Capital Account.

     SECTION 3.6. NO REDEMPTION RIGHTS.  Except as may otherwise be specifically
provided in this  Agreement or be  determined  by all the Members,  no Member or
Former Member shall be entitled,  at or after the time the Member ceases to be a
Member of the  Company  or at any other  time,  to  demand or  receive  from the
Company a return of any of the Member's Capital Contributions or the purchase or
redemption of, or other payment for, the Member's Units or Interest.

     SECTION 3.7. MEMBER LOANS OR SERVICES.  Unless otherwise  determined by all
the  Members,  loans or  services  by any  Member  to the  Company  shall not be
considered Capital Contributions.

     SECTION  3.8.  PRIOR  OBLIGATIONS.  In the event that any Member (or any of
such  Member's   shareholders,   partners,   members,   owners,   or  Affiliates
(collectively, the "Liable Member")) has incurred any indebtedness or obligation
prior to the  effective  date of this  Agreement  that  relates to or  otherwise
affects the  Company,  neither the Company nor any Other  Member  shall have any
liability  or  responsibility  for or  with  respect  to  such  indebtedness  or
obligation  unless such  indebtedness  or  obligation  is assumed by the Company
pursuant  to a  written  instrument  signed  by all the  Members.  All  cost and
expenses  incurred  by any Member  arising  by way of  organizing  expenses  for
activities  undertaken  on behalf of the  Company  shall be  reimbursed  to such
Member, subject to approval of the Board.

     SECTION 3.9.  CERTIFICATES  FOR UNITS. The Units or Interest of a Member in
the  Company  may be  represented  by  such  Certificates  of  Membership,  Unit
Certificates  or  similar  instruments,  if any,  as may  from  time-to-time  be
determined by the Board.

                                   ARTICLE IV

                                BOARD OF MANAGERS

     SECTION 4.1.  MANAGEMENT BY BOARD OF MANAGERS.  The business and affairs of
the Company  shall be managed by, and shall be under the  exclusive  control and
direction of, a Board of Managers consisting of no fewer than seven (7) nor more
than nine (9) Managers (the "Board"). One (1) Manager shall be appointed by each
of the  Initial  Members of the  Company;  provided,  however,  that any Initial
Member  shall lose such power of  appointment  upon the  Transfer  or  attempted
Transfer  (as defined in Section  11.1  below) of any portion of its  Membership
Interest prior to any public  offering of equity  interests in the Company.  One
Manager shall be the  individual  elected by the Board to serve as the Company's
Chief Executive Officer. The remaining Managers shall be elected by the majority
vote of the appointed  Managers.  Any Manager appointed by an Initial Member may

                Page 6 of 30 Transplace.com Operating Agreement
<PAGE>
only be  removed,  or  replaced  in the event of  resignation,  by that  Initial
Member.  Managers  elected by the other  Managers may be removed at any time for
any reason by the affirmative  vote of a majority of the Board.  The Board shall
elect from among the  Managers,  and may  remove at any time for any  reason,  a
Chairman, who shall preside at all Board meetings and exercise such other duties
as are usually vested in the office of chairman of the board.  In the absence of
the Chairman,  the Tax Matters Manager shall preside at Board meetings as Acting
Chairman.

     SECTION  4.2.  AUTHORITY  OF BOARD.  The  Board,  in its sole and  absolute
discretion,  shall  have  full and  complete  power  and  authority  to make all
decisions and to take all actions  incident to the management and conduct of the
Company's  business  and  affairs  except  that the Board may not,  without  the
unanimous consent of the Members, do any of the following:

          (a)  take any action in contravention of this Agreement or the Act;

          (b)  take any action resulting in personal  liability of any Member in
               any jurisdiction;

          (c)  take any action or make any  decision  reserved to the Members in
               this Agreement or in the Articles;

          (d)  pledge or assign any of the Company's  property as collateral for
               the debt of any other person, corporation or entity or commit the
               Company  to act as an  endorser,  guarantor  or  surety  for  the
               obligations of any other person, corporation or entity.

     SECTION 4.3. VOTE REQUIRED.  Unless otherwise specified herein, all actions
of the  Board  shall be  taken  by the  affirmative  vote of a  majority  of the
Managers then appointed or elected and acting,  which must include a majority of
the Managers appointed by the Initial Members.

     SECTION  4.4.  EXECUTION  OF  INSTRUMENTS.   All  instruments,   contracts,
agreements and documents of any type  whatsoever to be executed on behalf of the
Company may be executed by such officer or officers of the Company as shall have
been so authorized by this Agreement or by the Board.

     SECTION 4.5. AUTHORITY OF MEMBERS. Members (in their capacities as Members)
shall not have authority to act for or to bind the Company except such authority
as may from  time-to-time be specifically  granted or approved in writing by all
Members.  No Member (in the  capacity as a Member)  shall have the  authority to
sign  agreements or other  instruments  on behalf of the Company or to otherwise
act as an authorized agent or other representative of the Company except as such
Member shall have been specifically authorized as provided in this Agreement.

     SECTION 4.6. QUALIFICATIONS,  NUMBER, APPOINTMENT AND VACANCIES. Any Person
appointed  as  provided  herein,  whether  or not such  Person is a  Member,  is
qualified to serve as a Manager of the Company. Managers shall be appointed, and
may from  time-to-time be removed and/or  replaced (with or without cause),  and
vacancies in such position shall be filled, as provided in Section 4.1 above.

                Page 7 of 30 Transplace.com Operating Agreement
<PAGE>
     SECTION  4.7.  OFFICERS  AND  COMMITTEES.  The Board may from  time-to-time
establish such offices and  Committees of the Company,  and elect or appoint and
grant  authority  to act to such  officers  of the  Company,  as shall be deemed
advisable  by the  Board  for  the  day-to-day  management  and  conduct  of the
Company's  business and affairs.  Officers may, but need not, be Members  and/or
Managers of the  Company.  The initial  offices and  officers of the Company are
described  and  designated  in Article  VII.  Officers  may be removed  (with or
without  cause)  and  vacancies  in  offices  may be filled at any time and from
time-to-time by the Board.

     SECTION 4.8.  REIMBURSEMENT OF EXPENSES.  Each Manager shall be entitled to
reimbursement from the Company of all expenses  reasonably  incurred and paid by
such Manager on behalf of the  Company.  Any question as to whether a Manager is
entitled to  reimbursement of expenses under this Section shall be determined by
the Board.

     SECTION 4.9.  LIABILITY.  Managers  shall not be personally  liable for the
debts,  obligations or liabilities of the Company,  whether arising in contract,
tort or otherwise,  or for the acts or omissions of any other Manager,  agent or
employee  of the  Company.  A Manager is not  liable  for any action  taken as a
Manager, or for any failure to take any action,  unless the Manager has breached
or failed to  perform  the  Manager's  duties to the  Company  and the breach or
failure to perform constitutes willful, fraud, or a knowing violation.

     SECTION 4.10. PERFORMANCE OF DUTIES AND RELIANCE ON OTHERS. A Manager shall
perform the Manager's  duties in good faith, in a manner the Manager  reasonably
believes  to be in the best  interest of the  Company,  and with such care as an
ordinarily   prudent   person  in  a  like  position  would  use  under  similar
circumstances.  In performing the Manager's  duties, a Manager shall be entitled
to rely on  information,  opinions,  reports,  or  statements  of the  following
persons or groups  unless the Manager  has  knowledge  concerning  the matter in
question that would cause such reliance to be unwarranted:

          (a)  another  Manager in the Company or one or more employees or other
               agents in the Company whom the Manager reasonably  believes to be
               reliable and competent in the matters presented;

          (b)  any  attorney,  public  accountant  or other person as to matters
               which the Manager reasonably  believes to be within such person's
               professional or expert competence; or

          (c)  a  committee  upon  which  the  Manager  does  not  serve,   duly
               designated  in  accordance  with the provision of the articles of
               this  Agreement,  as to matters within its designated  authority,
               which  committee  the  Manager   reasonably   believes  to  merit
               confidence.

     SECTION 4.11.  COMPENSATION.  Managers shall be entitled to such reasonable
compensation,  if any,  as shall  from  time-to-time  be  determined  by all the
Members.  Compensation  payable to Managers  shall be treated as expenses of the
Company and shall not be deemed to constitute  distributions to the recipient of

                Page 8 of 30 Transplace.com Operating Agreement
<PAGE>
any  profit,  loss or capital of the  Company,  even  though the Manager to whom
payment is made is also a Member.

     SECTION 4.12.  APPOINTMENT OF TAX MATTERS MANAGER. Wayne Garrison is hereby
designated as the Tax Matters Manager (the "TMM").  The TMM shall be responsible
for all matters involving Federal,  state, local or other taxes of any type. The
TMM shall serve as such until a successor  is duly  elected by a majority of the
Board and qualified, or until the earlier withdrawal or retirement of the TMM or
removal by a majority of the Board.

     SECTION 4.13.  APPOINTMENT OF INITIAL  MANAGER(S).  The initial Managers of
the Company  are: Max L. Fuller  (U.S.  Xpress),  Wayne  Garrison  (J.B.  Hunt),
Jun-Sheng Li (Chief Executive Officer),  Jerry C. Moyes (Swift), David R. Parker
(Covenant), Michael S. Starnes (M.S. Carriers), and Clarence L. Werner (Werner).

     SECTION 4.14.  MEETINGS OF THE BOARD.  Regular meetings of the Board may be
held  periodically  on  fixed,  predetermined  dates  and  times  if  the  Board
determines  that regular  meetings  should be held and fixes the dates and times
for such meetings in advance and each Manager is notified of such action.  Other
meetings of the Board may be called at any time by the Chairman, Chief Executive
Officer, or a majority of the Managers.

     SECTION 4.15.  NOTICE OF MEETINGS.  No notice of regular  meetings shall be
required  unless the date or time of any such  meeting is changed  from the date
and time fixed for such meeting, in which case each Manager shall be notified of
such change orally or in writing at least twenty-four hours before such meeting.
The Company shall give written or oral notice stating the date,  time, and place
of any other meeting of the Board to each Manager of record  entitled to vote at
the meeting at least twenty-four hours before the meeting.

     SECTION 4.16.  WAIVER OF NOTICE. A Manager may waive notice of any meeting,
before or after the date and time of the  meeting  as stated in the  notice,  by
delivering  a signed  waiver to the  Company for  inclusion  in the  minutes.  A
Manager's  attendance at any meeting in person or by proxy (a) waives  objection
to lack of notice or defective  notice of the meeting  unless the Manager at the
beginning of the meeting objects to holding the meeting or transacting  business
at the meeting, and (b) waives objection to consideration of a particular matter
at the meeting that is not within the purposes  described in the meeting  notice
unless the Manager objects to considering the matter when it is presented.

     SECTION  4.17.  VOTING BY PROXY.  A Manager  may appoint a proxy to vote or
otherwise act for the Manager pursuant to a written appointment form executed by
the Manager or the Manager's duly authorized attorney-in-fact. An appointment of
a proxy is effective when received by the Secretary or other officer or agent of
the Company  authorized to tabulate  votes.  The general proxy of a fiduciary is
given  the same  effect  as the  general  proxy of any  other  Manager.  A proxy
appointment  is valid for 11 months  unless  otherwise  expressly  stated in the
appointment form.

     SECTION  4.18.  ACTION BY CONSENT.  Any action  required or permitted to be
taken at a meeting of the Board may be taken  without a meeting if the action is
taken in writing by all the  Managers.  The action must be  evidenced  by one or

                Page 9 of 30 Transplace.com Operating Agreement
<PAGE>
more written  consents  describing the action taken,  signed by all the Managers
entitled to vote on the action,  and  delivered to the Company for  inclusion in
the minutes.

     SECTION 4.19. PRESENCE.  Any or all Managers may participate in any regular
or  other  meeting  of the  Board  by,  or  through  the use of,  any  means  of
communication by which all Managers  participating may simultaneously  hear each
other during the meeting.  A Manager so participating is deemed to be present in
person at the meeting.

     SECTION  4.20.  CONDUCT OF  MEETINGS.  At any  meeting  of the  Board,  the
Secretary of the Company  shall prepare  minutes of the meeting,  which shall be
placed in the minute books of the Company.

                                    ARTICLE V

                                 THE MEMBERSHIP

     SECTION 5.1. THE MEMBERSHIP. The Members as a group shall be designated and
referred to as the Membership.

     SECTION 5.2. MEETINGS OF THE MEMBERSHIP. Regular meetings of the Membership
may be held periodically on fixed,  predetermined  dates and times if a majority
of the Members  determines  that regular  meetings  should be held and fixes the
dates and times for such meetings in advance and each Member is notified of such
action. Other meetings of the Membership may be called at any time by a majority
of the Members.

     SECTION 5.3.  NOTICE OF MEETINGS.  No notice of regular  meetings  shall be
required  unless the date or time of any such  meeting is changed  from the date
and time fixed for such meeting,  in which case each Member shall be notified of
such change orally or in writing at least twenty-four hours before such meeting.
The Company shall give written or oral notice stating the date,  time, and place
of any other meeting of the Membership to each Member of record entitled to vote
at the meeting at least twenty-four hours before the meeting.

     SECTION  5.4.  WAIVER OF NOTICE.  A Member may waive notice of any meeting,
before or after the date and time of the  meeting  as stated in the  notice,  by
delivering  a signed  waiver to the  Company for  inclusion  in the  minutes.  A
Member's attendance at any meeting in person or by proxy (a) waives objection to
lack of notice or  defective  notice of the  meeting  unless  the  Member at the
beginning of the meeting objects to holding the meeting or transacting  business
at the meeting, and (b) waives objection to consideration of a particular matter
at the meeting that is not within the purposes  described in the meeting  notice
unless the Member objects to considering the matter when it is presented.

     SECTION  5.5.  VOTING BY  PROXY.  A Member  may  appoint a proxy to vote or
otherwise act for the Member pursuant to a written  appointment form executed by
the Member or the Member's duly authorized attorney-in-fact. An appointment of a
proxy is effective  when  received by the Secretary or other officer or agent of
the Company  authorized to tabulate  votes.  The general proxy of a fiduciary is

                Page 10 of 30 Transplace.com Operating Agreement
<PAGE>
given  the same  effect  as the  general  proxy  of any  other  Member.  A proxy
appointment  is valid for 11 months  unless  otherwise  expressly  stated in the
appointment form.

     SECTION  5.6.  ACTION BY CONSENT.  Any action  required or  permitted to be
taken at a meeting  of the  Membership  may be taken  without  a meeting  if the
action is taken in writing by all the  Members.  The action must be evidenced by
one or more written  consents  describing  the action  taken,  signed by all the
Members  entitled  to vote on the  action,  and  delivered  to the  Company  for
inclusion in the minutes.

     SECTION 5.7.  PRESENCE.  Any or all Members may  participate in any annual,
regular or  special  meeting of the  Membership  by, or through  the use of, any
means of communication  by which all Members  participating  may  simultaneously
hear each other during the meeting.  A Member so  participating  is deemed to be
present in person at the meeting.

     SECTION  5.8.  CONDUCT OF  MEETINGS.  At any meeting of the  Membership,  a
majority  of the  Members  shall  preside  or appoint a person to preside at the
meeting  and shall  appoint a person to act as  secretary  of the  meeting.  The
secretary of the meeting  shall prepare  minutes of the meeting,  which shall be
placed in the minute books of the Company.

     SECTION 5.9. VOTING AND ATTENDING BY REPRESENTATIVES.  Any Member that is a
corporation,  partnership, limited liability company or other entity that is not
a natural  person may  attend and vote at  meetings  of the  Membership  by such
representatives  as  such  Member  may  select  from  time-to-time  in its  sole
discretion. No written proxy or other appointment shall be required with respect
to  any  such  representatives  unless  a  majority  of the  Members  determines
otherwise.

                                   ARTICLE VI

                        RIGHTS AND OBLIGATIONS OF MEMBERS

     SECTION 6.1. RIGHTS OF MEMBERS.  None of the following actions may be taken
absent the unanimous consent of the Members:

          (a)  any action taken in contravention of this Agreement or the Act;

          (b)  any action taken by the Company  resulting in personal  liability
               of any Member in any jurisdiction;

          (c)  the pledge or  assignment  of any of the  Company's  property  as
               collateral  for the  debt of any  other  person,  corporation  or
               entity  or act  committing  the  Company  to act as an  endorser,
               guarantor  or surety  for the  obligations  of any other  person,
               corporation or entity;

          (d)  any distribution of Individual  Subscription  Capital (as defined
               in the Initial Subscription Agreement entered into by each of the
               Initial Members) to the Members;

                Page 11 of 30 Transplace.com Operating Agreement
<PAGE>
          (e)  additional  contributions  of capital as described in Section 3.4
               hereof;

          (f)  the Company's redemption of any Member's Interest as described in
               Section 3.6 hereof;

          (g)  characterizing  Member loans or services as Capital Contributions
               as provided in Section 3.7 hereof;

          (h)  dissolution of the Company as provided in Section 12.1(b) hereof;
               and

          (i)  any amendments to this Operating Agreement purporting to limit or
               alter the rights of the  Members  as  provided  in  Section  13.2
               hereof.

     SECTION 6.2.  MANAGEMENT  FEES AND  OVERHEAD  ALLOCATIONS.  Members  and/or
Affiliates  may from  time-to-time  provide  property  and assets for use by the
Company,  and in consideration  thereof be entitled to reasonable rents or other
compensation  or  reimbursement  as the  Board  determines  is  appropriate.  In
addition,  Members and/or Affiliates may from time-to-time  provide  management,
administrative or other services for the Company, as Managers or otherwise,  and
in consideration thereof may be entitled to reasonable management fees, overhead
allocations  and/or other  compensation as from  time-to-time  determined by the
Board. In that regard, a Member to whom such sums are payable may participate as
a Manager  of the  Company in making a  determination  of the amount of any such
management  fees,  overhead   allocations,   rents,  or  other  compensation  or
reimbursement  payable to the Member by the  Company and such Member will owe no
fiduciary or other duties to any other Members or to the Company with respect to
determining the amounts  thereof.  All such payments made to any Member pursuant
to this  Section  shall be treated as  expenses  of the Company and shall not be
deemed to  constitute  distributions  to the  recipient  of any profit,  loss or
capital of the Company.

     SECTION 6.3.  REIMBURSEMENT  OF EXPENSES.  Each Member shall be entitled to
reimbursement from the Company of all expenses  reasonably  incurred and paid by
such  Member on behalf of the  Company.  Any  question as to whether a Member is
entitled to  reimbursement of expenses under this Section shall be determined by
the Board.

     SECTION 6.4.  WAIVER OF PARTITION.  Each Member,  on behalf of such Member,
its  successors  and its assigns,  hereby  waives any rights to have any Company
property partitioned.

     SECTION 6.5.  LIABILITY.  Members  shall not be  personally  liable for the
debts,  obligations or liabilities of the Company,  whether arising in contract,
tort or otherwise,  or for the acts or omissions of any other  Member,  agent or
employee  of the  Company.  A Member is not  liable  for any  action  taken as a
Member,  or any  failure to take any action,  unless the Member has  breached or
failed to perform the  Member's  duties to the Company and the breach or failure
to perform constitutes willful misconduct, fraud, or a knowing violation of law.

                Page 12 of 30 Transplace.com Operating Agreement
<PAGE>
     SECTION 6.6.  PERFORMANCE OF DUTIES AND RELIANCE ON OTHERS.  A Member shall
perform the  Member's  duties as a Member in good faith,  in a manner the Member
reasonably  believes to be in the best  interests of the Company,  and with such
care as an ordinarily  prudent person in a like position would use under similar
circumstances.  In performing the Member's duties, a Member shall be entitled to
rely on information,  opinions,  reports, or statements of the following persons
or groups unless the Member has knowledge concerning the matter in question that
would cause such reliance to be unwarranted:

          (a)  a Manager of the Company or one or more employees or other agents
               of the Company whom the Member reasonably believes to be reliable
               and competent in the matters presented;

          (b)  any attorney,  public  accountant,  or other person as to matters
               which the Member  reasonably  believes to be within such person's
               professional or expert competence; or

          (c)  a committee upon which the Member does not serve, duly designated
               in accordance with a provision of the Articles or this Agreement,
               as to matters within its designated  authority,  which  committee
               the Member reasonably believes to merit competence.

     SECTION 6.7.  COMPENSATION.  The Company may, but shall not be obligated to
pay any  Member  or other  Person  a salary  and/or  bonus as  compensation  for
services rendered to the Company.  Such salaries and/or bonuses shall be treated
as expenses of the Company and shall not be deemed to  constitute  distributions
to the recipient of any profit, loss or capital of the Company, even though such
recipient is a Member of the Company.

     SECTION  6.8.  NO RIGHT TO  WITHDRAW.  Members  shall not have any right to
withdraw as Members.  However, a Member may be permitted to withdraw as a Member
with the written consent of the Board.

                                   ARTICLE VII

                                    OFFICERS

     SECTION  7.1.  OFFICERS.  Except  as may from  time-to-time  be  determined
otherwise by the Board,  the officers of the Company  shall be a President and a
Secretary.  The Board may also choose and  appoint one or more Vice  Presidents,
one or more  Assistant  Secretaries  or  Assistant  Treasurers  and  such  other
officers and assistant officers as may be deemed necessary or appropriate by the
Board. Officers may, but need not, be Members and/or Managers of the Company.

     SECTION 7.2. PRESIDENT/CHIEF  EXECUTIVE OFFICER. Unless the Board otherwise
provides,  the President of the Company shall be the Chief Executive  Officer of
the Company with such general  executive  powers and duties of  supervision  and
management as are usually vested in the office of the Chief  Executive  Officer,
shall  carry into  effect  all  directions  of the Board,  shall sign all notes,
agreements  or other  instruments  in writing  made and  entered  into for or on
behalf of the  Company,  shall have  general  supervision  over the business and
affairs of the Company, and, shall preside at all meetings of the Membership.

                Page 13 of 30 Transplace.com Operating Agreement
<PAGE>
     SECTION 7.3.  VICE  PRESIDENT.  Each Vice  President  of the Company  shall
report  directly to the President,  or such other person as the Board may direct
from  time-to-time,  and shall  have such  powers and duties as the Board or the
President may from time-to-time prescribe.

     SECTION 7.4. SECRETARY. The Secretary of the Company shall keep an accurate
record of the  proceedings  of the meetings of the  Membership and shall perform
such other duties as are usually incident to the office of the Secretary.

     SECTION 7.5. TREASURER. The Treasurer of the Company is responsible for (a)
keeping correct and complete books of account which show accurately at all times
the  financial  condition of the Company,  (b)  safeguarding  all funds,  notes,
securities,  and  other  valuables  which  may from  time-to-time  come into the
possession of the Company, and (c) depositing all funds of the Company with such
depositories  as the Board  shall  designate.  The  Treasurer  shall  furnish at
meetings of the  Membership,  or when  otherwise  requested,  a statement of the
financial  condition of the Company.  The Treasurer has such other duties as the
Board may from time-to-time  prescribe.  The Treasurer shall be entitled to rely
and shall be deemed to be acting in good  faith in  relying  upon the  advice of
counsel or the public accountants of the Company.

                                  ARTICLE VIII

                          ALLOCATIONS AND DISTRIBUTIONS

     SECTION 8.1. ACCOUNTING DEFINITIONS. The following capitalized terms, which
are used  predominantly in this Article,  shall have the following  meanings for
purposes of this Agreement:

     "Adjusted Capital Account Deficit" means,  with respect to any Member,  the
deficit  balance,  if any, in such Member's Capital Account as of the end of the
relevant fiscal year, after giving effect to the following adjustments:

          Credit to such  Capital  Account  any  amounts  which  such  Member is
     obligated  to restore  pursuant to any  provision  of this  Agreement or is
     deemed to be obligated to restore pursuant to the penultimate  sentences of
     Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

          Debit  to  such  Capital  Account  the  items  described  in  Treasury
     Regulation Sections  1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5)  and
     1.704-1(b)(2)(ii)(d)(6) .

The foregoing  definition  of Adjusted  Capital  Account  Deficit is intended to
comply with the provisions of Treasury  Regulation Section  1.704-l(b)(2)(ii)(d)
and shall be applied in a manner consistent with such intent.

                Page 14 of 30 Transplace.com Operating Agreement
<PAGE>
     "COMPANY  MINIMUM  GAIN" has the meaning  set forth in Treasury  Regulation
Sections  1.704-2(b)(2)  and  1.704-2(d)  with respect to  "partnership  minimum
gain,"   substituting   the  word  "member"  for  "partner"  and  "company"  for
"partnership" wherever they appear.

     "MEMBER  NONRECOURSE DEBT" has the meaning set forth in Treasury Regulation
Section  1.704-2(b)(4) with respect to "partner  nonrecourse debt," substituting
the word "member" for "partner"  and "company" for  "partnership"  wherever they
appear.

     "MEMBER  NONRECOURSE  DEBT MINIMUM  GAIN" means an amount,  with respect to
each  Member  Nonrecourse  Debt,  equal to the Company  Minimum  Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse  Liability,
determined in accordance with Treasury Regulation Section 1.704-2(i)(3).

     "MEMBER  NONRECOURSE  DEDUCTIONS"  has the  meaning  set forth in  Treasury
Regulation  Sections  1.704-2(i)(1) and  1.704-2(i)(2)  with respect to "partner
nonrecourse  deductions,"  substituting  the word  "member"  for  "partner"  and
"company" for "partnership" wherever they appear.

     "NONRECOURSE  DEDUCTIONS" has the meaning set forth in Treasury  Regulation
Section 1.704-2(b)(1).

     "NONRECOURSE  LIABILITY"  has the meaning set forth in Treasury  Regulation
Section 1.7042(b)(3).

     SECTION 8.2.  ALLOCATION OF PROFITS AND LOSSES.  Except as may be expressly
provided  otherwise in this Article,  and subject to the  provisions of Sections
704(b) and 704(c) of the Code,  the  Profits  and Losses of the Company for each
fiscal  year of the  Company  shall  be  allocated  to the  Members  pro rata in
accordance with their respective Percentage Interests.

     SECTION 8.3. SPECIAL  ALLOCATIONS.  The following special allocations shall
be made in the following order:

          (a)  Minimum Gain Chargeback. Except as otherwise provided in Treasury
               Regulation   Section   1.704-2(f),   notwithstanding   any  other
               provision of this Article,  if there is a net decrease in Company
               Minimum  Gain  during  any  fiscal  year,  each  Member  shall be
               specially  allocated  items of  Company  income and gain for such
               fiscal year (and,  if necessary,  subsequent  fiscal years) in an
               amount  equal  to such  Member's  share  of the net  decrease  in
               Company  Minimum Gain,  determined  in  accordance  with Treasury
               Regulation  Section  1.704-2(g).   Allocations  pursuant  to  the
               previous  sentence  shall be made in proportion to the respective
               amounts required to be allocated to each Member pursuant thereto.
               The items to be so allocated  shall be  determined  in accordance
               with   Treasury    Regulation    Sections    1.704-2(f)(6)    and
               1.704-2(j)(2).  This  subsection  is  intended to comply with the
               minimum  gain  chargeback   requirement  in  Treasury  Regulation
               Section   1.704-2(f)  and  shall  be   interpreted   consistently
               therewith.

                Page 15 of 30 Transplace.com Operating Agreement
<PAGE>
          (b)  Member  Nonrecourse  Debt  Minimum  Gain  Chargeback.  Except  as
               otherwise provided in Treasury Regulation Section  1.704-2(i)(4),
               notwithstanding  any other provision of this Article, if there is
               a  net   decrease  in  Member   Nonrecourse   Debt  Minimum  Gain
               attributable to a Member Nonrecourse Debt during any fiscal year,
               each  Member  who  has a share  of the  Member  Nonrecourse  Debt
               Minimum  Gain  attributable  to  such  Member  Nonrecourse  Debt,
               determined  in  accordance  with  Treasury   Regulation   Section
               1.704-2(i)(5),  shall be specifically  allocated items of Company
               income  and  gain  for  such  fiscal  year  (and,  if  necessary,
               subsequent  fiscal  years)  in an amount  equal to such  Member's
               share of the net decrease in Member Nonrecourse Debt Minimum Gain
               attributable  to such  Member  Nonrecourse  Debt,  determined  in
               accordance  with  Treasury   Regulation  Section   1.704-2(i)(4).
               Allocations  pursuant to the previous  sentence  shall be made in
               proportion to the respective  amounts required to be allocated to
               each Member pursuant thereto.  The items to be so allocated shall
               be  determined in accordance  with Treasury  Regulation  Sections
               1.704-2(i)(4) and  1.704-2(j)(2).  This subsection is intended to
               comply with the minimum gain  chargeback  requirement in Treasury
               Regulation   Section   1.704-2(i)(4)  and  shall  be  interpreted
               consistently therewith.

          (c)  Qualified  Income  Offset.  In the event any Member  unexpectedly
               receives any adjustments, allocations, or distributions described
               in   Treasury   Regulation   Sections    1.704-1(b)(2)(ii)(d)(4),
               1.704-1(b)(2)(ii)(d)(5)  or  1.704-1(b)(2)(ii)(d)(6)  that  cause
               such Member to have an Adjusted Capital Account Deficit as of the
               end of any fiscal year or that increase  such  Member's  Adjusted
               Capital Account  Deficit,  items of Company gross income and gain
               shall be specially allocated to each such Member in an amount and
               manner  sufficient to eliminate,  to the extent and in the manner
               required  by  the  Treasury  Regulations,  the  Adjusted  Capital
               Account Deficit of such Member as quickly as possible;  provided,
               however,  that an allocation pursuant to this subsection shall be
               made only if and to the  extent  that such  Member  would have an
               Adjusted  Capital  Account  Deficit  after all other  allocations
               provided  for in this Section  have been  tentatively  made as if
               this subsection  were not in this  Agreement.  This subsection is
               intended to  constitute a "qualified  income  offset"  within the
               meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

          (d)  Avoidance  of Adjusted  Capital  Account  Deficit.  To the extent
               feasible no Losses shall be  allocated  to any Member who,  after
               giving effect to such  allocation and other expected  allocations
               then anticipated,  would have an Adjusted Capital Account Deficit
               as of the end of any fiscal year of the Company.  Any such Losses
               that cannot be allocated to a Member by reason of this subsection
               shall be allocated,  to the extent possible,  to other Members as
               to which this subsection is not applicable in proportion to their
               Interests. In the event that any Member is nevertheless allocated
               Losses  that  cause such  Member to have,  or that  increase,  an
               Adjusted Capital Account  Deficit,  items of Company gross income
               and gain shall be  specially  allocated to each such Member in an
               amount and manner  sufficient to eliminate,  to the extent and in
               the manner  required by the  Treasury  Regulations,  the Adjusted
               Capital  Account  Deficit  of each  such  Member  as  quickly  as

                Page 16 of 30 Transplace.com Operating Agreement
<PAGE>
               possible.  The allocations  pursuant to this subsection  shall be
               made only if and to the  extent  that such  Member  would have an
               Adjusted  Capital  Account  Deficit  after all other  allocations
               provided  for in this Article  have been  tentatively  made as if
               this subsection were not in the Agreement.

          (e)  Nonrecourse  Deductions.  Nonrecourse  Deductions  for any fiscal
               year  shall  be  specifically  allocated  among  the  Members  in
               proportion to their Percentage Interests.

          (f)  Member Nonrecourse Deductions.  Any Member Nonrecourse Deductions
               for any fiscal year shall be  specially  allocated  to the Member
               who bears the  economic  risk of loss with  respect to the Member
               Nonrecourse Debt to which such Member Nonrecourse  Deductions are
               attributable  in  accordance  with  Treasury  Regulation  Section
               1.704-2(i)(1).

          (g)  Section  754  Adjustments.  To the  extent an  adjustment  to the
               adjusted  tax basis of any  Company  asset  pursuant  to  Section
               734(b) or  Section  743(b) of the Code is  required  pursuant  to
               Treasury    Regulation   Section    1.704-l(b)(2)(iv)(m)(2)    or
               1.704-l(b)(2)(iv)(m)(4)  to be taken into account in  determining
               Capital  Accounts as the result of a distribution  to a Member in
               complete liquidation of the Member's Interest in the Company, the
               amount of such adjustment to Capital Accounts shall be treated as
               an item of gain (if the  adjustment  increases  the  basis of the
               asset) or loss (if the adjustment decreases such basis), and such
               gain or loss  shall be  specially  allocated  to the  Members  in
               accordance  with  their  Interests  in the  Company  in the event
               Treasury Regulation Section 1.704(b)(2)(iv)(m)(2)  applies, or to
               the  Member  to whom  such  distribution  was  made in the  event
               Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(4) applies.

     SECTION 8.4. CURATIVE ALLOCATIONS. The allocations set forth in Section 8.3
(the "Regulatory  Allocations") are intended to comply with certain requirements
of the Treasury Regulations. It is the intent of the Members that, to the extent
possible,   all  Regulatory  Allocations  shall  be  offset  either  with  other
Regulatory  Allocations  or with special  allocations  of other items of Company
Profits or Losses pursuant to this Section. Therefore, notwithstanding any other
provision of this Article (other than the Regulatory  Allocations),  the Members
shall make such offsetting  special  allocations of Company Profits or Losses so
that, after such offsetting  allocations are made, each Member's Capital Account
balance is, to the extent  possible,  equal to the Capital  Account balance such
Member  would  have  had if the  Regulatory  Allocations  were  not  part of the
Agreement and all Company items were allocated pursuant to Section 8.2.

     SECTION 8.5.  ALLOCATIONS  WHEN INTERESTS VARY.  Allocations of Profits and
Losses, or each item thereof,  shall be made to or among Members whose Interests
vary during any taxable year of the Company, whether such varying

                Page 17 of 30 Transplace.com Operating Agreement
<PAGE>
Interests are attributable to Transfers of Interests, the issuance of additional
Units or otherwise,  shall be made in accordance with the applicable  provisions
of the  Code  and the  Treasury  Regulations,  using  any  permitted  method  or
convention selected by the Managers.

     SECTION 8.6. DISCRETIONARY  DISTRIBUTIONS OF AVAILABLE CASH. Subject to the
provisions of Article XII and Section  6.1(a),  the Board may from  time-to-time
direct that some or all of the  Available  Cash, if any, be  distributed  to the
Members, pro rata in accordance with their respective Percentage Interests or in
such  other  manner as all the  Managers  shall  from  time-to-time  unanimously
determine.

     SECTION  8.7.  DISTRIBUTIONS  OF  PROPERTY.  To the extent that a Member is
entitled  to a  distribution  of assets  from the  Company or to a return of the
Member's Capital  Contributions,  the Member shall have only the right to demand
and receive cash in satisfaction thereof.

     SECTION 8.8.  DISTRIBUTIONS TO MEMBERS OF RECORD.  Distributions of Company
assets  in  respect  of an  Interest  shall  be made  only to the  Members  who,
according to the books and records of the Company,  are the holders of record of
the Interests in respect of which such distributions are made on the actual date
of  distribution.  Neither the Company nor any Member shall incur any  liability
for making  distributions  in  accordance  with the  provisions of the preceding
sentence,  whether or not the Company or the Member has  knowledge  or notice of
any transfer or purported transfer of ownership of an Interest.

                                   ARTICLE IX

                             RECORDS AND ACCOUNTING

     SECTION  9.1.  RECORDS AND  ACCOUNTING.  The fiscal year of the Company for
financial  reporting and for Federal  income tax purposes  shall be the calendar
year.  The books and records of the  Company  shall be kept,  and the  financial
position  and  the  results  of its  operations  recorded,  in  accordance  with
generally accepted accounting  principles.  The books and records of the Company
shall reflect all Company transactions and shall be appropriate and adequate for
the  Company's  business.  The  Company  shall keep the  following  records  and
information,  and any other records and information  required by the Act, at its
principal office:

          (a)  A list with the full name and last known mailing  address of each
               Person who is or has been a Member or Manager of the Company from
               the date of the Company's organization.

          (b)  A  copy  of the  Articles  and  all  amendments  or  restatements
               thereof.

          (c)  Copies of the  Company's  Federal,  state and  local  income  tax
               returns and  financial  statements  for the three (3) most recent
               years, or if the returns and statements were not prepared, copies
               of the information and statements provided to or that should have

                Page 18 of 30 Transplace.com Operating Agreement
<PAGE>
               been  provided  to the  Members to enable  them to prepare  their
               Federal, state and local tax returns for the same period.

          (d)  Copies of this Agreement and all amendments  hereto and copies of
               any written operating agreements no longer in effect.

          (e)  A writing setting out the following:

               (i)  The amount of cash,  if any,  and a statement  of the agreed
                    fair  market  value  of  any  other   property  or  services
                    contributed  by each Member and the times at which or events
                    upon the  happening  of which any  additional  contributions
                    agreed to be made by each Member are to be made.

               (ii) The events,  if any, upon the happening of which the Company
                    is to be dissolved and its affairs wound up.

               (iii) Any other writings required by this Agreement.

     SECTION 9.2. ACCESS TO ACCOUNTING  RECORDS.  Each Member,  and the Member's
duly  authorized  representative,  shall have the  right,  at the  Member's  own
expense,  to inspect and copy the records listed in Section 9.1 at the principal
office of the Company, upon reasonable request, during ordinary business hours.

     SECTION 9.3 ACCOUNTING  DECISIONS.  All decisions as to accounting matters,
except as otherwise  specifically set forth herein,  shall be made by the Board.
The Board may rely upon the advice of the  Company's  public  accountants  as to
whether such  decisions are in accordance  with  generally  accepted  accounting
principles.

     SECTION 9.4 FEDERAL INCOME TAX ELECTIONS.  The Company may make any and all
elections for Federal  income tax purposes,  including,  but not limited to, the
following:

          (a)  to the extent  permitted by applicable  law and  regulations,  an
               election to use an accelerated  depreciation  method with respect
               to any depreciable asset of the Company; and

          (b)  in case of a  transfer  of all or  part  of the  Interest  of any
               Member,  an election to adjust the tax basis of the assets of the
               Company pursuant to Code Sections 734, 743, and 754.

     SECTION 9.5 COMPANY EXPENSES. All of the Company's expenses,  including any
expenses incurred by the Managers and Members on behalf of the Company, shall be
paid by the Company.  The expenses to be paid by the Company in connection  with
the  Company's  business  shall  include,  but not be  limited  to: (a) costs of
personnel  employed by the Company and  involved in the business of the Company;
(b) costs of borrowed money,  taxes and  assessments  applicable to the Company;
(c) legal,  audit,  accounting,  appraisal and  engineering  fees; (d) printing,
photocopying  and other  expenses  and taxes  incurred  in  connection  with the

                Page 19 of 30 Transplace.com Operating Agreement
<PAGE>
issuance,  distribution,  transfer,  registration  and  recording  of  documents
evidencing ownership of Units or in connection with the business of the Company;
(e) fees and expenses in connection with the  acquisition,  sale,  exchange,  or
other  disposition  or financing  of the assets of the Company;  (f) the cost of
insurance  in  connection  with the  business of the  Company;  (g)  expenses of
forming or  converting,  modifying or terminating  the Company;  (h) the cost of
preparing  and  disseminating  to  Members  the  reports  contemplated  by  this
Agreement  and the cost of  preparing  and filing  reports and tax returns  with
governmental  agencies;  and (i) the  costs  incurred  in  connection  with  any
litigation  or  regulatory  proceedings  in which the Company is  involved.  The
Managers and Members shall be entitled to reimbursement from the Company for all
expenses of the Company  reasonably  incurred  and paid by them on behalf of the
Company whether prior to or after the date of the Company's organization.

                                    ARTICLE X

                          ADDITIONAL MEMBERS AND UNITS

     SECTION  10.1.   ISSUANCE  OF  ADDITIONAL   UNITS.  The  Company  may  from
time-to-time  issue  additional  Units by sale or  other  issuance  to  existing
Members  or other  Persons  for such  consideration,  and upon  such  terms  and
conditions, as the Board shall from time-to-time unanimously determine. Any such
sales or other  issuances of Units shall be made in accordance with the Articles
and this Agreement.

     SECTION 10.2. CONDITIONS TO ISSUANCE. As a condition to such issuances, new
Members  acquiring  such Units  shall  execute  this  Agreement  and all Members
acquiring  such Units shall execute all other  documents and  instruments as the
Company may require.

                                   ARTICLE XI

                                TRANSFER OF UNITS

     SECTION 11.1.  DEFINITION OF TRANSFER.  For purposes of this  Agreement the
term "Transfer" means, with respect to all or any portion of a Member's Interest
in the Company,  any sale,  gift,  bequest,  assignment,  conveyance,  transfer,
pledge, grant of a security interest, collateral assignment or other disposition
of all or any  portion  of such  Interest,  whether  voluntary  or  involuntary,
including any of the  foregoing  that occur by operation of law. The transfer of
any  Membership  Interest by a Member to any of its  Affiliates is  specifically
permitted,  and excluded from the  definition  of  "Transfer"  described in this
paragraph.

     SECTION  11.2.  SECURITIES  LAW  COMPLIANCE.   In  addition  to  any  other
restrictions  applicable  to  the  Transfer  of an  Interest,  and  unless  such
requirement shall be waived in writing by the Company,  no Member shall Transfer
any Interest in the Company without  registration  under applicable  federal and
state  securities laws unless such Member furnishes to the Company an opinion of
counsel  satisfactory to the Company to the effect that registration  under such
laws is not required.

                Page 20 of 30 Transplace.com Operating Agreement
<PAGE>
     SECTION 11.3. REGULATORY COMPLIANCE.  In addition to any other restrictions
applicable to the Transfer of an Interest,  and unless such requirement shall be
waived in writing by the Company,  no Member,  either individually or in concert
with other Members,  shall Transfer any Interest in the Company if such Transfer
will give rise to a  requirement  that the  Company  effect  any  regulatory  or
antitrust  filings  (including  filings  under the  Hart-Scott-Rodino  Antitrust
Improvements  Act of 1976,  15 U.S.C.  ss.  18a),  or obtain any  regulatory  or
antitrust approvals,  including the expiration or early termination of mandatory
waiting periods without adverse government action (collectively,  "Antitrust and
Regulatory  Activities").  Each  of  the  Members  will  support  the  Company's
Antitrust and Regulatory Activities.

     SECTION  11.4.  EFFECT OF TRANSFER OF INTEREST.  A Transfer  (or  attempted
Transfer) of any Interest (a) that is prohibited by the terms of this  Agreement
or that is prohibited  by the terms of any other  contract or agreement by which
the Member whose  Interest is the subject of a Transfer (or attempted  Transfer)
and the Company are bound;  (b) that is made in  violation  of or without  first
complying  with any  applicable  restrictions  (including,  without  limitation,
restrictions  providing  for a right of first  refusal or option to  purchase in
favor of another Person and/or  restrictions  requiring notice to another Person
or Persons prior to a Transfer)  under the terms of this  Agreement or under the
terms of any other  contract or agreement by which the Member whose  Interest is
the subject of a Transfer (or attempted  Transfer) and the Company are bound; or
(c) that is made,  prior to any  public  offering  of  equity  interests  in the
Company,  to any party which is not an Affiliate of the transferring  party (any
such Transfer or attempted  Transfer  described in clauses (a), (b) or (c) above
is a "Prohibited  Transfer"),  shall be absolutely void and of no effect and the
Company shall not give any recognition whatsoever thereto.

     SECTION 11.5. MEMBERSHIP CONDITIONS.  A Transferee who has been approved to
become a Member as provided in this  Agreement  must comply with or satisfy each
of the following conditions in order to be admitted as a Member:

          (a)  any  conditions  or  requirements  established  or imposed by the
               Managers in  connection  with the  approval  of the  Transferee's
               admission as a Member; and

          (b)  such  Transferee  must execute an  instrument  acceptable  to the
               Company whereby the Transferee accepts the terms of and becomes a
               party to and bound by this Agreement.

     SECTION 11.6. RIGHTS NOT ABROGATED. A Transfer of an Interest shall not, in
the absence of an effective waiver thereof or an agreement doing so, abrogate or
preclude the exercise or enforcement of any rights of any Person (other than the
transferor) with respect to the Interest  transferred,  and the Transferee shall
take such Interest subject thereto.

                Page 21 of 30 Transplace.com Operating Agreement
<PAGE>
                                   ARTICLE XII

                           DISSOLUTION AND WINDING UP

     SECTION 12.1.  DISSOLUTION.  The Company shall be dissolved and its affairs
wound up on the first of the following to occur:

          (a)  the  occurrence  of any event  specified  in the Articles or this
               Agreement  as an event  that will  cause the  dissolution  of the
               Company;

          (b)  the determination of all the Members to dissolve the Company; or

          (c)  entering of a decree of judicial dissolution.

The  occurrence of an "event of  dissociation"  with respect to a Member (as the
term  "event of  dissociation"  is  defined  in the Act) shall not result in the
dissolution of the Company,  and the existence of and conduct of business by the
Company shall continue without interruption following any such occurrence.

     SECTION 12.2. WINDING UP. Upon dissolution, the Board shall proceed to wind
up and  liquidate  the business and affairs of the Company,  and the Company may
only carry on business that is appropriate to wind up and liquidate the business
and  affairs  of the  Company,  including  the  following:  (a)  collecting  the
Company's  assets;  (b) disposing of properties  that will not be distributed in
kind  to  Members;   (c)   discharging  or  making   provision  for  discharging
liabilities;  (4) distributing the remaining property among the Members; and (5)
doing  every other act  necessary  to wind up and  liquidate  the  business  and
affairs of the Company.  The Board shall follow the  procedure  for disposing of
known claims set forth in the Act.

     SECTION  12.3.  DISTRIBUTION  OF  ASSETS.  Upon or in  anticipation  of the
winding up of the Company,  the assets  shall be  distributed  in the  following
order:

          (a)  first,  to  creditors,  including  Members and  Managers  who are
               creditors  to  the  extent  permitted  by  law,  to  satisfy  the
               liabilities  of  the  Company   whether  by  payment  or  by  the
               establishment of adequate  reserves,  excluding  distributions to
               Members pursuant to Article VIII;

          (b)  next,  to Members  and former  Members to satisfy  the  Company's
               liabilities for distributions pursuant to Article VIII;

          (c)  next, to Members of the Company in proportion to their respective
               positive  balances in their  Capital  Accounts to the extent each
               such  Member has a positive  balance  in his  Capital  Account as
               provided in Treasury Regulation Section  1.704-1(b)(2)(ii)(b)(2);
               and

          (d)  next, to Members of the Company in proportion to their respective
               Percentage Interests.

                Page 22 of 30 Transplace.com Operating Agreement
<PAGE>
                                  ARTICLE XIII

                                   AMENDMENTS

     SECTION 13.1.  PROPOSAL OF AMENDMENTS.  Amendments to the Articles and this
Agreement  may be  proposed  in  writing  by the  Board.  If any  such  proposed
amendment  could  adversely  affect  the  classification  of  the  Company  as a
partnership  for federal  income tax purposes,  the proposed  amendment  must be
accompanied  by an  opinion  of  counsel  as to the  legality  and effect on the
Company and the Members.  Copies of any amendments  proposed to be made pursuant
to this Section shall be sent to each of the Members.

     SECTION 13.2.  APPROVAL BY BOARD.  A proposed  amendment of the Articles or
this Agreement  shall be approved by the  affirmative  vote of the Board cast at
either a regular  meeting or a special  meeting of the Board duly called for the
purpose  of  voting  on the  amendment  or by the  written  consent  of all  the
Managers, provided, however, that no amendment purporting to limit or change the
rights of the Members as  described  in Section 6.1 hereof will be binding  upon
the Company or the Members absent the unanimous  consent of the Members thereto.
Upon  approval  of any  amendment  as provided in this  Section,  all  Managers,
whether or not they voted for or consented to such amendment, shall be deemed to
have  consented to such amendment and shall be bound by the terms and provisions
thereof as if they had so consented.

                                   ARTICLE XIV

                                  MISCELLANEOUS

     SECTION  14.1.  COMPLETE   AGREEMENT.   This  Agreement  and  the  Articles
constitute the complete and exclusive  statement of agreement  among the Members
with respect to their subject  matter.  This Agreement and the Articles  replace
and supersede all prior agreements by and among the Members or any of them. This
Agreement and the Articles  supersede all prior written and oral  statements and
no  representation,  statement,  or condition or warranty not  contained in this
Agreement  or the  Articles  will be binding on the Members or have any force or
effect whatsoever.

     SECTION 14.2.  GOVERNING  LAW. This Agreement and the rights of the parties
under  this  Agreement  will  be  governed  by,  interpreted,  and  enforced  in
accordance with the laws of the State of Nevada.

     SECTION 14.3.  BINDING EFFECT.  Subject to the provisions of this Agreement
relating to  transferability,  this  Agreement will be binding upon and inure to
the benefit of the Members,  and their  respective  Transferees,  successors and
assigns.

     SECTION 14.4.  HEADINGS:  INTERPRETATION.  All headings herein are inserted
only for  convenience  and ease of reference and are not to be considered in the
construction or interpretation of any provision of this Agreement.  The singular
shall include the plural,  and the  masculine  gender shall include the feminine
and neuter, and vice versa, as the context requires.

                Page 23 of 30 Transplace.com Operating Agreement
<PAGE>
     SECTION 14.5.  SEVERABILITY.  If any provision of this Agreement is held to
be illegal, invalid,  unreasonable, or unenforceable under the present or future
laws effective  during the term of this Agreement,  such provision will be fully
severable;  this  Agreement  will be construed  and enforced as if such illegal,
invalid,  unreasonable, or unenforceable provision had never comprised a part of
this  Agreement;  and the remaining  provisions of this Agreement will remain in
full  force  and  effect  and  will not be  affected  by the  illegal,  invalid,
unreasonable,   or  unenforceable  provision  or  by  its  severance  from  this
Agreement.  Furthermore,  in lieu of such  illegal,  invalid,  unreasonable,  or
unenforceable  provision,  there will be added  automatically  as a part of this
Agreement  a  provision   as  similar  in  terms  to  such   illegal,   invalid,
unreasonable, or unenforceable provision as may be possible and be legal, valid,
reasonable, and enforceable.

     SECTION  14.6.  MULTIPLE  COUNTERPARTS.  This  Agreement may be executed in
several counterparts,  each of which will be deemed an original but all of which
will  constitute  one and the same  instrument.  However,  in making  proof with
respect to this  Agreement  it will be necessary to produce only one copy hereof
signed by the party to be charged.

     SECTION 14.7.  ADDITIONAL DOCUMENTS AND ACTS. Each Member agrees to execute
and deliver  such  additional  documents  and  instruments  and to perform  such
additional acts as may be necessary or appropriate to effectuate,  carry out and
perform all of the terms,  provisions,  and conditions of this Agreement and the
transactions contemplated by this Agreement.

     SECTION 14.8. NO THIRD PARTY BENEFICIARY. This Agreement is made solely and
specifically  among and for the  benefit  of the  Members  and their  respective
successors  and assigns  subject to the  express  provisions  of this  Agreement
relating to  successors  and assigns;  and no other person will have any rights,
interest,  or claims under the Agreement or be entitled to any benefits under or
on account of this Agreement as a third party beneficiary or otherwise.

     SECTION  14.9.  NOTICES.  Any  notice to be given or to be served  upon the
Company or any Member in connection  with this  Agreement must be in writing and
will be deemed to have been given and  received  when  delivered  to the address
specified  by the party to receive the notice.  Such  notices will be given to a
Member at the address  specified on Exhibit A. Any Member or the Company may, at
any time by giving five days' prior written  notice to the other Members and the
Company, designate any other address in substitution of the foregoing address to
which such notice will be given.

     SECTION 14.10.  TITLE TO COMPANY  PROPERTY.  Legal title to all property of
the Company will be held and conveyed in the name of the Company.

     SECTION 14.11.  RELIANCE ON AUTHORITY OF PERSON SIGNING  AGREEMENT.  In the
event that a Member is not a natural person,  neither the Company nor any Member
will (a) be required to determine the authority of the  individual  signing this
Agreement to make any  commitment or  undertaking on behalf of such Person or to
determine any fact or  circumstance  bearing upon the existence of the authority
of such individual, or (b) be required to see to the application or distribution
of proceeds paid or credited to individuals  signing this Agreement on behalf of
such entity.

                Page 24 of 30 Transplace.com Operating Agreement
<PAGE>
     SECTION 14.12.  INDEMNIFICATION.  To the fullest extent allowable by Nevada
law (including  pursuant to the expanded rights and financial  arrangements that
may be granted to persons under articles of organization,  operating  agreement,
vote of members or disinterested managers, if any, or otherwise under such law),
the Company shall indemnify  Indemnifiable  Persons (as defined  below),  in the
manner and under the circumstances described in this Section 14.12.

          (a)  The Company shall  indemnify any person who was or is a party, or
               is threatened to be made a party, to any  threatened,  pending or
               completed  investigation,  claim,  action,  suit  or  proceeding,
               whether  civil,  criminal,   administrative,   or  investigative,
               including any action by or in the right of the Company, by reason
               of  the  fact  that  he is or  was a  Manager,  Member,  officer,
               employee,  or agent of the  Company,  or is or was serving at the
               request of the Company as a Manager, Member,  director,  officer,
               employee,   or  agent  of  another  limited  liability   company,
               partnership,  joint venture, trust, or other enterprise (any such
               person, an "Indemnifiable Person"),  against expenses,  including
               attorneys' fees, judgments,  fines and amounts paid in settlement
               actually and reasonably  incurred by him in connection  with such
               Indemnifiable  Claim,  unless a final  adjudication by a court of
               competent  jurisdiction  establishes  that his acts or  omissions
               involved intentional misconduct, fraud, or a knowing violation of
               law and were material to the cause of action.  The termination of
               any   Indemnifiable   Claim  by  judgment,   order,   settlement,
               conviction,  or upon a plea of nolo contendere or its equivalent,
               shall not, of itself, create a presumption that the person's acts
               or omissions involved intentional misconduct, fraud, or a knowing
               violation of law.

          (b)  To the extent that an Indemnifiable Person has been successful on
               the merits or otherwise in defense of any Indemnifiable Claim, or
               in  defense of any claim,  issue or matter  therein,  he shall be
               indemnified by the Company against expenses, including attorneys'
               fees,  actually and reasonably incurred by him in connection with
               such defense.

          (c)  Expenses  incurred in defending an  Indemnifiable  Claim shall be
               paid by the Company in advance of the final  disposition  of such
               Indemnifiable  Claim  upon  receipt  of an  undertaking  by or on
               behalf of the Indemnifiable  Person to repay such amount if final
               adjudication  by a court of  competent  jurisdiction  establishes
               that  his  acts or  omissions  involved  intentional  misconduct,
               fraud,  or a knowing  violation  of law and were  material to the
               cause of action.

          (d)  The  indemnification  provided  by this  Section  14.12  does not
               exclude   any   other   rights   to   which  a   person   seeking
               indemnification  may be  entitled  under  any  law,  articles  of
               organization,   insurance,   agreement,   vote  of   Members   or
               disinterested  Managers  or  otherwise,  both as to action in his
               official  capacity  and as to action in  another  capacity  while
               holding such office. The indemnification provided by this Section
               14.12  shall  continue  as to a  person  who has  ceased  to be a
               Member,  Manager,  officer,  employee or agent and shall inure to
               the benefit of the heirs,  executors and administrators of such a
               person.  No amendment to repeal this Section 14.12 shall apply to

                Page 25 of 30 Transplace.com Operating Agreement
<PAGE>
               or have any  effect  on the  rights of any  Indemnifiable  Person
               under this Section  14.12,  which  rights came into  existence by
               virtue of acts or  omissions  of such person  occurring  prior to
               such amendment or repeal.

          (e)  The Company may purchase and maintain  insurance on behalf of any
               person  who is or was a Member,  Manager,  officer,  employee  or
               agent of the Company,  or is or was serving at the request of the
               Company as a Member,  Manager,  director,  officer,  employee  or
               agent  of  another  limited   liability   company,   corporation,
               partnership,   joint  venture,   trust  or  other  enterprise  (a
               "Business Entity") against any liability asserted against him and
               incurred  by him in any  such  capacity,  or  arising  out of his
               status as such,  whether or not the Company  would have the power
               to indemnify him against such  liability  under the provisions of
               this Section 14.12.

          (f)  For  the  purposes  of this  Section  14.12,  references  to "the
               Company"  include,   in  addition  to  the  Company  itself,  any
               corporation  resulting from converting the Company into corporate
               form,  any  surviving  Business  Entity in any  merger or similar
               business combination,  any constituent Business Entity (including
               any constituent of a constituent)  absorbed in  consolidation  or
               merger which, if its separate existence had continued, would have
               had power and  authority  to  indemnify  its  members,  managers,
               directors,  officers, employees and agents so that any person who
               is or was a member, manager, director, officer, employee or agent
               of such constituent  Business Entity, or is or was serving at the
               request  of  such  constituent  Business  Entity  as a  director,
               officer,  employee  or agent of another  Business  Entity,  shall
               stand in the same position  under the  provisions of this Section
               14.12 with respect to the resulting or surviving  Business Entity
               as he or she would have with respect to such constituent Business
               Entity if its separate existence had continued.

          (g)  For  purposes  of  this  Section  14.12,   references  to  "other
               enterprise"  shall include employee benefit plans;  references to
               "fine"  shall  include  any excise tax  assessed on a person with
               respect to an employee  benefit  plan;  references to "serving at
               the  request  of the  Company"  shall  include  any  service as a
               member, manager, trustee, director, officer, employee or agent of
               the Business Entity that imposes duties on, or involves  services
               by, such member, manager,  director,  officer, employee, or agent
               with respect to an employee  benefit plan, its  participants,  or
               beneficiaries;   and  masculine   references  shall  include  the
               feminine.

     SECTION  14.13.  LOCATION OF RECORDS.  The Company shall not be required to
keep the records and  documents  specified  in Section  86.241 of the Nevada law
applicable to limited liability companies at its office in Nevada.

                Page 26 of 30 Transplace.com Operating Agreement
<PAGE>
                   [The following page is the Signature Page]

                Page 27 of 30 Transplace.com Operating Agreement
<PAGE>
                      SIGNATURE PAGE OF OPERATING AGREEMENT
                             OF TRANSPLACE.COM. LLC


DATE                                    INITIAL MEMBERS
----                                    ---------------

April 19, 2000                          COVENANT TRANSPORT, INC.

                                        By: David R. Parker
                                            Chairman, President & CEO

April 19, 2000                          J.B. HUNT TRANSPORT SERVICES, INC.

                                        By: Wayne Garrison
                                            Chairman

April 19, 2000                          M.S. CARRIERS, INC.

                                        By: Michael S. Starnes
                                            Chairman, President & CEO

April 19, 2000                          SWIFT TRANSPORTATION CO., INC.

                                        By: Jerry C. Moyes
                                            Chairman, President & CEO

April 19, 2000                          U.S. XPRESS ENTERPRISES, INC.

                                        By: Max L. Fuller
                                            Co-Chairman

April 19, 2000                          WERNER ENTERPRISES, INC.

                                        By: Clarence L. Werner
                                            Chairman & CEO


                                        TRANSPLACE.COM, LLC

                                        By: Wayne Garrison
                                            Tax Matters Manager

                Page 28 of 30 Transplace.com Operating Agreement
<PAGE>
                                    EXHIBIT A
                                       TO
                               OPERATING AGREEMENT
                                       OF
                               TRANSPLACE.COM, LLC


                                 CURRENT MEMBERS


COVENANT TRANSPORT, INC.                          SWIFT TRANSPORTATION CO., INC.
400 BIRMINGHAM HIGHWAY                            2200 SOUTH 75TH AVENUE
CHATTANOOGA, TN 37419                             PHOENIX, AZ 85043

J.B. HUNT TRANSPORT SERVICES, INC                 U.S. XPRESS ENTERPRISES, INC.
615 J.B. HUNT CORPORATE DRIVE                     4080 JENKINS ROAD
LOWELL, AR 72745                                  CHATTANOOGA, TN 37421

M.S. CARRIERS, INC.                               WERNER ENTERPRISES, INC.
3171 DIRECTORS ROW                                14507 FRONTIER ROAD
MEMPHIS, TN 38131                                 OMAHA, NE 68138

                Page 29 of 30 Transplace.com Operating Agreement
<PAGE>
                                    EXHIBIT B
                                       TO
                               OPERATING AGREEMENT
                                       OF
                               TRANSPLACE.COM, LLC

<TABLE>
<CAPTION>
                                            Capital Contribution
                                     ---------------------------------           Percent
Member                                   Type           Agreed Value     Units   Interest
------                                   ----           ------------     -----   --------
<S>                                  <C>             <C>                  <C>      <C>
Covenant Transport, Inc.             Cash & Assets    To be determined    130       13%

J.B. Hunt Transport Services, Inc.   Cash & Assets    To be determined    280       28%

M.S. Carriers, Inc.                  Cash & Assets    To be determined    140       14%

Swift Transportation Co., Inc.       Cash & Assets    To be determined    160       16%

U.S. Xpress Enterprises, Inc.        Cash & Assets    To be determined    130       13%

Werner Enterprises, Inc.             Cash & Assets    To be determined    160       16%
                                                                         -----     ---
TOTAL                                                                    1,000     100%
</TABLE>

                Page 30 of 30 Transplace.com Operating Agreement