INITIAL SUBSCRIPTION AGREEMENT
                                       OF
                               TRANSPLACE.COM, LLC

     THIS INITIAL  SUBSCRIPTION  AGREEMENT  (the  "Subscription  Agreement")  is
entered  into as of April 19,  2000 by  Transplace.com,  LLC,  a Nevada  limited
liability  company  (the  "Company")  and  Covenant  Transport,  Inc.,  a Nevada
corporation  ("Covenant"),  J.B.  Hunt  Transport  Services,  Inc.,  an Arkansas
corporation  ("Hunt"),  M.S. Carriers,  Inc., a Tennessee  corporation ("M.S."),
Swift  Transportation  Co., Inc., a Nevada  corporation  ("Swift"),  U.S. Xpress
Enterprises, Inc., a Nevada corporation ("U.S. Xpress"), and Werner Enterprises,
Inc.,  a  Nebraska  corporation   ("Werner")  (all  of  which  are  referred  to
collectively as the "Initial  Subscribers" or the "parties"),  or the respective
Affiliates of the foregoing six corporations.

     WHEREAS,  the  Initial  Subscribers,  on March 13,  2000,  entered  into an
Agreement  in  Principal  to  Form  Transplace.com,   an  Internet-based  global
transportation logistics company; and

     WHEREAS, the Company was formed on April 18, 2000; and

     WHEREAS,  the Initial  Subscribers  and the  Company  wish to enter into an
agreement  whereby the Initial  Subscribers  will  transfer all of their freight
brokerage and non-asset based transportation  logistics operations owned by them
or their  subsidiaries  (the  "Transportation  Logistics  Businesses")  into the
Company in return for all of the initial membership interests of the Company.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and mutual
promises hereinafter set forth, the parties hereto agree as follows:

     SECTION 1. INITIAL SUBSCRIPTION.  The Initial Subscribers hereby subscribe,
and the Company accepts the Initial Subscribers'  subscription,  for the initial
Membership  Interests (the  "Membership  Interests") in the Company as described
below:

         Covenant   -       13%                 Swift          -      16%
         Hunt       -       28%                 U.S. Xpress    -      13%
         M.S.       -       14%                 Werner         -      16%

     SECTION 2.  CONSIDERATION.  In  consideration  of the Membership  Interests
described above, the Initial Subscribers agree as follows:

     (a)  Capital.  Each of the Initial  Subscribers shall contribute the sum of
          Five Million Dollars  ($5,000,000.00)  (the  "Individual  Subscription
          Capital") toward the capital of the Company, payable as follows:

            (i)   Within five (5) business days  following the execution of this
                  Subscription Agreement,  each of the Initial Subscribers shall
                  transfer,  in immediately  available  funds,  the sum of Fifty
                  Thousand Dollars ($50,000.00) to the Company;

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            (ii)  Thereafter, not less than three (3) business days after notice
                  by the Chief Executive Officer of the Company of the Company's
                  need  for  additional  working  capital,  each of the  Initial
                  Subscribers  shall  transfer to the  Company,  in  immediately
                  available  funds,  one-sixth  (1/6)  of the  total  amount  of
                  additional  working  capital  then  deemed  necessary  for the
                  Company's operations;

            (iii) Not less than three (3) business  days prior to  conversion of
                  the Company's  form to a corporation  each Initial  Subscriber
                  shall transfer to the Company, in immediately available funds,
                  any unfunded balance of its Individual Subscription Capital.

            (iv)  Up to the time of any conversion of the Company from a limited
                  liability  company  to  a  corporation,   no  portion  of  any
                  Individual Subscription Capital may be returned or distributed
                  by the Company to any party  absent the  unanimous  consent of
                  all of the Initial Subscribers.

          (b)  Contribution  of Assets.  On or before June 30, 2000, each of the
               Initial  Subscribers shall  contribute,  and cause any applicable
               Affiliate  to  contribute,  to the Company all of the  intangible
               assets of its Transportation Logistics Businesses to the Company,
               including,  but not limited to all contracts  with  customers (to
               the extent assignable), goodwill, Post Office boxes and telephone
               and telefax  numbers  dedicated to its  Transportation  Logistics
               Business  software and software  licenses,  patents,  trademarks,
               service marks, copyrights, Internet websites and domain names and
               registrations dedicated to its Transportation Logistics Business,
               trade  secrets,   know-how,   and  other  intellectual   property
               (collectively referred to as the "Contributed Assets").

     SECTION 3. NON-COMPETITION.

          (a)  As a condition of its  ownership of a Membership  Interest in the
               Company, each of the Initial Subscribers  acknowledges and agrees
               that it will have  access to and  become  familiar  with  certain
               confidential  information  and  trade  secrets  relating  to  the
               Company's operations,  customers, and other information, and that
               much of the  information  that the  Initial  Subscribers  will be
               exposed to constitute  trade secrets of the Company.  The Initial
               Subscribers   understand   and  agree  that  the  Company  has  a
               legitimate   interest   in   assuring   that  such   confidential
               information  and trade secrets are not used by any of the Initial
               Subscribers  in a manner  that  would be  disadvantageous  to the
               Company. As a result, in exchange for the consideration  provided
               pursuant to this  Subscription  Agreement,  for a period equal to
               the  greater  of (i) five (5) years  from the date of  signing of
               this  Subscription  Agreement;  or (ii) two (2) years  after such
               time as any Initial  Subscriber  shall have  transferred  or sold
               such portion of its  Membership  Interest in the Company so as to
               result in total  ownership of less than a two percent (2%) equity
               interest in the Company,  and resigned from the management of the

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               Company,  each of the Initial Subscribers agree that it will not,
               directly or indirectly,  whether  voluntarily  or  involuntarily,
               engage in any business  activity within the United States that is
               in  competition  or is reasonably  expected to be in  competition
               with the Company or which performs  services or sells goods which
               are  similar  to those  provided,  sold,  or  contemplated  to be
               provided or sold, by the Company.

          (b)  Since the damages to the Company resulting from a breach of these
               provisions  could not adequately be compensated by money damages,
               the Company  shall be entitled to, in addition to any other right
               or remedy available to it, an injunction  restraining such breach
               or threatened  breach,  and in any case no bond or other security
               shall be required in connection  therewith  except as required by
               law. The Initial  Subscribers  agree that the  provisions of this
               paragraph are necessary and  reasonable to protect the Company in
               the conduct of its business. If any restriction contained in this
               paragraph shall be deemed invalid,  illegal or  unenforceable  by
               reason  of  extent,  duration,   geographical  scope  hereof,  or
               otherwise,  then the Court making such  determination  shall have
               the right to reduce such extent, duration,  geographical scope or
               other  provisions   hereof,   and,  in  its  reduced  form,  such
               restriction shall then be enforceable in the manner  contemplated
               hereby.

     SECTION 4. ADDITIONAL AGREEMENTS.

          (a)  Transfer of  Contributed  Assets to the Company.  Notwithstanding
               the  Agreement  of the  Initial  Subscribers  to  contribute  the
               Contributed Assets to the Company on or before June 30, 2000, the
               parties  acknowledge  and agree that the Company may not be fully
               prepared to conduct its business in all respects as of that date.
               Each of the Initial Subscribers agrees,  therefore, that it will,
               as  requested  by the  Company,  continue  after June 30, 2000 to
               operate its Transportation  Logistics  Businesses for the benefit
               of the Company pursuant to an Outsourcing Agreement to be entered
               into  between  the  parties  as  the  Company  deems   reasonably
               necessary (the "Outsourcing  Agreement") in order to effectuate a
               smooth transition to the Company  operations.  In connection with
               the  Outsourcing  Agreement,  each Initial  Subscriber  agrees to
               account  for and remit to the Company  all net  revenues  derived
               therefrom,  less the reasonable and customary expenses associated
               with its continued operation of that business.

          (b)  Preparation  of  Audited   Financial   Statements.   The  Initial
               Subscribers  acknowledge  the necessity of the Company  preparing
               audited   year-end   financial   statements   for  each   Initial
               Subscriber's  Transportation  Logistics Business for fiscal years
               1997,  1998,  and 1999,  as well as  reviewed  interim  financial
               statements through June 30, 2000. In connection  therewith,  each
               of the Initial  Subscribers  commits  and agrees to provide  such
               information as is necessary for the Company's  preparation of the
               audited financial statements by not later than June 30, 2000, and
               the   information   necessary  for  preparation  of  the  interim
               statements  by  not  later  than  August  30,  2000.   All  costs
               associated with preparation of the financial statements described
               herein shall be borne by the Company.

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          (c)  Other Assets. The Initial Subscribers  acknowledge and agree that
               the Company may desire to purchase additional assets from each of
               the  Initial  Subscribers  which  are  necessary  for the  smooth
               transition  of  its  business,  including,  but  not  limited  to
               computer   hardware   and   furnishings.   Each  of  the  Initial
               Subscribers  hereby agree, to the extent such  additional  assets
               are  reasonably  severable  from any Initial  Subscriber's  other
               operations,  to transfer  such  additional  assets as the Company
               might reasonably  require in return for payment by the Company to
               the  transferring  Initial  Subscriber  of an amount equal to the
               net-book value of any such additional assets.

          (d)  Best Efforts.  Each of the Initial Subscribers shall use its best
               efforts to obtain any required  consents to the assignment of the
               Contributed  Assets.  In the event any such requisite  consent is
               withheld  by any  third  party,  such  Initial  Subscriber  shall
               subcontract its transportation brokerage or logistics obligations
               to the Company unless prohibited by the underlying  contract,  in
               which case the  parties  acknowledge  and agree that the  Initial
               Subscriber  at issue will be free to perform  the  balance of its
               contractual obligations thereunder, pursuant to the provisions of
               an  Outsourcing  Agreement  consistent  with the terms of Section
               4(a) above.

          (e)  Intellectual  Property.  If intellectual  property is co-owned or
               co-licensed  by  both  a  Initial   Subscriber's   Transportation
               Logistics Business and the Initial Subscriber's other businesses,
               both the Company and the Initial  Subscriber  will have ownership
               and/or licensing  rights after Closing.  If a software program is
               developed  and owned by an  Initial  Subscriber's  Transportation
               Logistics  Business  and if one or more of its  other  businesses
               have had the  right to use such  software  program,  the  Initial
               Subscriber  will  continue to have the same right after  Closing,
               but such  software  program  shall  become  the  property  of the
               Company.  If a software  program  directly  related to an Initial
               Subscriber's  Transportation  Logistics Business is developed and
               owned  by an  Initial  Subscriber's  other  business(es)  and its
               Transportation  Logistics  Business has had the right to use such
               software program,  the Company will receive the same right to use
               the software program after Closing. Each Initial Subscriber shall
               also be  entitled  to the use of  software  that is derived  from
               software it contributed that was substantially  developed by that
               Initial Subscriber.  The Initial Subscribers shall use their best
               efforts to obtain consents to the assignment of software licensed
               from third parties.

          (f)  Employment  of  Jun-Sheng  Li.  Each of the  Initial  Subscribers
               agrees  that  Jun-Sheng  Li shall be  employed  as the  Company's
               Chairman,  President  and Chief  Executive  Officer in accordance
               with  the  terms  of an  Employment  Agreement  to be  negotiated
               between  Jun-Sheng Li and the Initial  Subscribers'  Compensation
               Committee,   and  approved  by  the  Initial   Subscribers   (the
               "Employment Agreement").  Each of the Initial Subscribers further
               acknowledges   and  agrees  that,   pursuant  to  the  Employment

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               Agreement,  and  in  exchange  for  Employee's  assigning  to the
               Company  all  rights  he may have  in,  under,  and to the  Dense
               Network Efficiency  optimization  computer algorithm on or before
               June 30, 2000, the Company shall transfer to Employee on the same
               day four and one half percent  (4.5%) of the equity  ownership of
               the  Company  ("Equity  Interest"),  which  shall be subject to a
               substantial  risk of forfeiture  and which  Employee shall not be
               permitted to sell or otherwise transfer prior to its vesting over
               a seven-year period.

     SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

          (a)  Representations of the Initial  Subscribers.  Each of the Initial
               Subscribers warrants and represents solely with respect to itself
               as follows:

                  (i)   Organization,  Good Standing and Qualification.  Each of
                        the Initial Subscribers is a corporation duly organized,
                        validly  existing and in good standing under the laws of
                        its  state  of   incorporation.   Each  of  the  Initial
                        Subscribers  has  all  requisite   corporate  power  and
                        authority to own and operate its  properties and assets,
                        to execute and deliver this  Subscription  Agreement and
                        to carry on its business as presently  conducted  and as
                        presently proposed to be conducted.  Each of the Initial
                        Subscribers  is duly  qualified  and is authorized to do
                        business   and  is  in  good   standing   as  a  foreign
                        corporation in all  jurisdictions in which the nature of
                        its  activities  and of its  properties  (both owned and
                        leased) makes such qualification necessary.

                  (ii)  Authorization; Binding Obligations. All corporate action
                        on the part of each of the Initial Subscribers and their
                        respective   officers,    directors   and   stockholders
                        necessary  for the  authorization  of this  Subscription
                        Agreement and the  performance  of all their  respective
                        obligations hereunder have been taken. This Subscription
                        Agreement,  when executed and delivered, will be a valid
                        and   binding   obligation   of  each  of  the   Initial
                        Subscribers,  enforceable in accordance  with its terms,
                        except  (a)  as  limited   by   applicable   bankruptcy,
                        insolvency, reorganization,  moratorium or other laws of
                        general application  affecting enforcement of creditors'
                        rights  and  (b)  general   principles  of  equity  that
                        restrict the availability of equitable remedies.

                  (iii) Compliance with Other Instruments. No Initial Subscriber
                        will be by virtue of entering into and  performing  this
                        Subscription Agreement and the transactions contemplated
                        hereunder  in  violation  or  default of any term of its
                        Certificate  of  Incorporation  or Bylaws or any term or
                        provision   of   any   material   mortgage,   indenture,
                        agreement,  instrument  or contract to which it is party
                        or by which it is bound, nor, by virtue of entering into
                        and  performing  this  Subscription  Agreement  and  the
                        transactions contemplated hereunder, in violation of any
                        order addressed  specifically to the Initial Subscriber,
                        as   applicable,   nor,  to  the  best  of  the  Initial
                        Subscriber's  knowledge,  any material  order,  statute,
                        rule or  regulation  applicable to it, other than any of
                        the foregoing such violations that do

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                        not,  either  individually  or in the  aggregate  have a
                        material  adverse  effect on its businesses as presently
                        conducted or planned to be conducted.

                  (iv)  Acquisition  for  Own  Account.   Each  of  the  Initial
                        Subscribers is acquiring the  Membership  Interest being
                        issued  hereunder  for its own  account  for  investment
                        only, and not with a view towards their distribution.

                  (v)   Lack  of  Public   Market  for   Shares.   The   Initial
                        Subscribers understand that (1) the Membership Interests
                        being  issued  pursuant to this  Subscription  Agreement
                        have not been  registered  under the  Securities  Act of
                        1933 or any applicable state law (the "Securities  Act")
                        and that as such, such Membership  Interests are subject
                        to  restrictions  on  transfer  and  bear a  restrictive
                        legend  to such  effect,  (2) the  Membership  Interests
                        issued  pursuant  hereto  may not be  transferred  until
                        registered under the Securities Act, unless an exemption
                        from  registration is available,  (3) the Company has no
                        present   intention  of   registering   the   Membership
                        Interests,   and  (4)  each  Initial   Subscriber   also
                        acknowledges that any certificate  evidencing Membership
                        Interests  shall bear a legend  noting  restrictions  on
                        transfer contained in the Company's Operating Agreement,
                        in addition to the private  offering  legend  referenced
                        above.  The Initial  Subscribers  also  understand  that
                        there  is  no   assurance   that  any   exemption   from
                        registration  under the Securities Act will be available
                        and that,  even if  available,  such  exemption  may not
                        allow the Initial  Subscribers  to  transfer  all or any
                        portion of the Membership  Interest held by it under the
                        circumstances,  in  the  amounts  or at  the  times  the
                        Initial Subscribers might propose.

     (b)  Representations  of the Company.  The Company  hereby  represents  and
          warrants as follows:

                  (i)   Organization,  Good  Standing  and  Qualification.   The
                        Company is a limited  liability  company duly organized,
                        validly  existing and in good standing under the laws of
                        the State of Nevada. The Company has all requisite power
                        and  authority  to own and  operate its  properties  and
                        assets,   to  execute  and  deliver  this   Subscription
                        Agreement  and to carry  on its  business  as  presently
                        conducted and as presently proposed to be conducted. The
                        Company  is or  will  be,  as  soon  as  is  practicable
                        following execution of this Subscription Agreement, duly
                        qualified  and  authorized  to do  business  and in good
                        standing as a foreign  corporation in all  jurisdictions
                        in  which  the  nature  of  its  activities  and  of its
                        properties   (both   owned  and   leased)   makes   such
                        qualification necessary.

                  (ii)  Authorization;  Binding  Obligations.  All action on the
                        part of the Company,  necessary for the authorization of
                        this  Subscription  Agreement,  the  performance  of all
                        obligations   of   the   Company   hereunder   and   the

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                        authorization,  issuance and delivery of the  Membership
                        Interests  pursuant  hereto  has,  in the  case  of this
                        Subscription  Agreement,  been taken.  This Subscription
                        Agreement,  when  executed  and  delivered,  will be the
                        valid and binding obligation of the Company  enforceable
                        in accordance  with its terms,  except (a) as limited by
                        applicable   bankruptcy,   insolvency,   reorganization,
                        moratorium   or  other  laws  of   general   application
                        affecting  enforcement  of  creditors'  rights  and  (b)
                        general   principles   of  equity  that   restrict   the
                        availability of equitable remedies.

                  (iii) Compliance with Other Instruments.  The Company will not
                        be by  virtue  of  entering,  into and  performing  this
                        Subscription Agreement and the transactions contemplated
                        hereunder,  in  violation  or default of any term of its
                        Certificate  of  Organization  ("Charter")  or Operating
                        Agreement  or any  term  or  provision  of any  material
                        mortgage, indenture,  agreement,  instrument or contract
                        to which it is  party  or by which it is  bound,  and is
                        not,  and  will  not by  virtue  of  entering  into  and
                        performing   this   Subscription   Agreement   and   the
                        transactions  contemplated hereunder be, in violation of
                        any order addressed specifically to the Company, nor, to
                        the best  knowledge of the Company any  material  order,
                        statute,  rule or regulation  applicable to the Company,
                        other than any of the foregoing such  violations that do
                        not,  either  individually  or in the  aggregate  have a
                        material  adverse affect on the Company's  businesses as
                        presently conducted or planned to be conducted.

                  (iv)  Issuance  of  Membership   Interests.   When  issued  in
                        compliance  with  the  provisions  of this  Subscription
                        Agreement and the Charter and Operating Agreement of the
                        Company, and upon payment of the Individual Subscription
                        Capital as described  herein,  the Membership  Interests
                        will be validly  issued,  fully paid and  nonassessable,
                        and will be free of any liens or encumbrances other than
                        liens and  encumbrances  created by or imposed  upon the
                        Initial  Subscribers;   provided,   however,   that  the
                        Membership  Interests may be subject to  restrictions on
                        transfer under state and/or federal securities laws, the
                        Charter or the Operating Agreement of the Company.

     SECTION 6.  COMMUNICATIONS;  MARKETING.  Except as required by law, neither
the Initial  Subscribers  nor the Company shall issue any press release or other
communication (including investor communications) regarding the existence or the
nature of this Subscription  Agreement or the relationship of the parties or use
the name of the other party in any press release, other communication (including
investor communications),  marketing materials or advertising, without the prior
written consent of the other party.  Notwithstanding the foregoing,  the Company
and the  Initial  Subscribers  hereby  agree to work  together  in good faith to
develop  mutually  agreeable  advertising and marketing  programs to exploit the
relationship for the benefit of both parties.

     SECTION 7. GOVERNING LAW. This Subscription  Agreement shall be governed in
all respects by the laws of the State of Nevada without  reference to principles
of conflict-of-law.

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     SECTION 8.  SUCCESSORS AND ASSIGNS.  With the exception of an assignment by
an Initial  Subscriber  to any of its  Affiliates as provided by and subject to,
the provisions of the Operating  Agreement between the Company and its Members ,
this  Subscription  Agreement shall not be assignable by any Initial  Subscriber
without the prior consent of all parties to this Subscription Agreement,  except
that the benefits of, but not the obligations under, this Subscription Agreement
may be  assigned  by any  party  to  any  person  acquiring  a  majority  of the
outstanding  voting capital stock of such party.  Subject to the foregoing,  the
provisions  hereof  shall  inure to the  benefit  of, and be binding  upon,  the
successors, assigns, heirs, executors and administrators of the parties hereto.

     SECTION 9.  AFFILIATE.  As used  throughout  this  Subscription  Agreement,
"Affiliate"  means any person that is,  directly or  indirectly,  through one or
more intermediaries, controlling, controlled by, or under common control with an
Initial  Subscriber.  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.

     SECTION 10. ENTIRE AGREEMENT.  This Subscription  Agreement constitutes the
full and entire  understanding  and agreement between the parties with regard to
the subject  matter hereof and no party shall be liable or bound to any other in
any manner by any representations,  warranties,  covenants and agreements except
as specifically set forth herein and therein.

     SECTION  11.  SEVERABILITY.  In  case  any  provision  of the  Subscription
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

     SECTION  12.  AMENDMENT.  This  Subscription  Agreement  may be  amended or
modified only upon the written consent of the parties hereto.

     SECTION 13. DELAYS OR OMISSIONS.  It is agreed that no delay or omission to
exercise  any right,  power,  or remedy  accruing  to any party upon any breach,
default or  noncompliance  by another  party under this  Subscription  Agreement
shall impair any such right,  power or remedy, nor shall it be construed to be a
waiver  of any  such  breach,  default  or  noncompliance,  or any  acquiescence
therein,  or of or in any similar breach,  default or  noncompliance  thereafter
occurring.

     SECTION 14. NOTICES.  All notices required or permitted  hereunder shall be
in writing and shall be deemed  effectively given: (a) upon personal delivery to
the party to be notified,  (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, or (c) one (1) day after  deposit  with a nationally  recognized  overnight
courier, specifying next day delivery, with written verification of receipt. All
communications  shall be sent, if to the Company,  to the Attention of the Chief
Executive Officer; and if to an Initial Subscriber,  to the Initial Subscriber's
address  of record  set forth in the  records  of the  Company  or at such other
address as any party may designate by five (5) days' advance  written  notice to
the other parties hereto.

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     SECTION 15.  EXPENSES.  Each party shall pay all costs and expenses that it
incurs with respect to the negotiation,  execution,  delivery and performance of
the Subscription Agreement.

     SECTION 16. DISPUTE RESOLUTION.  Any disagreement  between the parties with
respect  to this  Agreement  shall  be  resolved  by  arbitration  conducted  in
accordance with the rules of the American Arbitration Association.  Upon written
request of any party  hereto  tendered to all other  parties,  such  arbitration
shall be conducted before a panel of three arbitrators (unless the parties agree
to one  arbitrator)  with each side to the dispute  selecting one arbitrator and
the arbitrators so selecting the third  arbitrator.  The arbitration award shall
be final and binding upon the parties,  and judgment on the award may be entered
by and enforced in any court having competent jurisdiction.  The expenses of the
arbitration  proceedings  shall  be  borne by the  non-prevailing  thereto.  All
arbitration proceedings hereunder shall be conducted in Dallas, Texas.

     SECTION  17.  ATTORNEYS'  FEES.  In the  event  that any suit or  action is
instituted  to  enforce  any  provision  in  this  Subscription  Agreement,  the
prevailing  party in such  dispute  shall be entitled to recover from the losing
party all fees,  costs and  expenses of enforcing  any right of such  prevailing
parry under or with respect to this  Subscription  Agreement,  including without
limitation,  such  reasonable  fees and expenses of attorneys  and  accountants,
which  shall  include,  without  limitation.  all fees.  costs and  expenses  of
appeals.

     SECTION  18.  TITLES  AND  SUBTITLES.   The  titles  of  the  sections  and
subsections of the Subscription  Agreement are for convenience of reference only
and are not to be considered in construing this Subscription Agreement.

     SECTION 19.  COUNTERPARTS.  This Subscription  Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.

     SECTION 20.  EFFECTIVE  DATE.  This Agreement  shall become  effective upon
execution.

                   [THE FOLLOWING PAGE IS THE SIGNATURE PAGE]

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                                SIGNATURE PAGE OF
                         INITIAL SUBSCRIPTION AGREEMENT
                             OF TRANSPLACE.COM. LLC


DATE                                    INITIAL SUBSCRIBERS
----                                    -------------------

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 10 of 10 - Transplace.com Initial Subscription Agreement