PURCHASE CONTRACT

      This PURCHASE CONTRACT (hereinafter "Contract"), made as of this 20 day of
October, 2000 (the "Effective Date") by and between R.L.R. INVESTMENTS,  L.L.C.,
("R.L.R.") an Ohio limited liability company and R & L TRANSFER, INC., ("R & L")
an Ohio corporation  (collectively  the "Buyer"),  with a mailing address of 600
Gillam  Road,  Wilmington,  Ohio 45177,  and CROUSE  CARTAGE  COMPANY.,  an Iowa
corporation (the "Seller") and TransFinancial  Holdings, Inc., 8245 Nieman Road,
Suite 100, Lenexa,  Kansas 66214 (the  "Indemnitor"),  with a mailing address of
8245 Nieman Road, Suite 100, Lenexa, Kansas 66214.

                              W I T N E S S E T H:

      WHEREAS,  Seller  is  the  owner  of  record  and  in  fact,  legally  and
beneficially,  of twenty-six  (26) parcels of real  property,  together with all
improvements,  structures,  fences,  posts,  trees,  shrubs,  bushes,  and other
growing matter located  thereon.  Each of said parcels is hereafter  referred to
individually  as a  "Parcel",  and all  Parcels  subject  to this  Contract  are
collectively referred to as the "Real Property";

      WHEREAS,  Seller  is  the  owner  of  record  and  in  fact,  legally  and
beneficially,  of approximately 2,350 pieces of personal property, consisting of
substantially  all of Seller's tangible personal property attached to or used in
conjunction with the ownership, management, maintenance or operation of both the
Real  Property  and  twenty-three  leased  terminals  (the  "Leased  Property"),
including the tractors, trailers,  automobiles,  forklifts, pallet jacks, pallet
racks and  miscellaneous  equipment,  as well as miscellaneous  office equipment
consisting of desks, chairs,  tables and filing cabinets,  collectively referred
to as the "Personal Property";

      WHEREAS,  on  October 6, 2000,  Buyer and  Seller  entered  into a binding
letter of intent (the  "Letter of  Intent"),  whereby  Seller  agreed to sell to
Buyer and Buyer agreed to purchase  from Seller,  upon the terms and  conditions
described therein all of Seller's Real Property and Personal Property. A copy of
the Letter of Intent is attached hereto and incorporated herein as EXHIBIT A;

      NOW  THEREFORE,  for and in  consideration  of the  sum of Ten and  no/100
DOLLARS  ($10.00),  the receipt and sufficiency being hereby  acknowledged,  the
Buyer and Seller have agreed as follows:

1.    Description

      A list of the Real Property,  along with accurate  specifications relative
to property acreage and improvements is attached hereto and incorporated  herein
as EXHIBIT B. A list of Personal  Property  along with  accurate  specifications
including  make,  model and Serial Number for tractors,  trailers,  automobiles,
forklifts,  pallet jacks,  pallet racks and miscellaneous  equipment is attached
hereto  and  incorporated  herein as  EXHIBIT  C. In  addition  to the  Personal
Property  listed on  EXHIBIT  C,  Seller is  conveying  all of  Seller's  office
furniture currently located at each respective Parcel.

      The Real Property  shall include all of Seller's  rights,  privileges  and
easements appurtenant to the Real Property;  all development rights, air rights,
water,  water  rights  and water  stock  related  to the Real  Property  and the
improvements;  and all other easements,  rights-of-way or appurtenances  used in
connection  with the  beneficial  use and enjoyment of the Real Property and the
improvements  constructed thereon.  Seller shall convey or cause all such rights
relative to the Real Property to be conveyed to R.L.R at closing, free and clear
of all liens and encumbrances,  with the exception of the Permitted  Exceptions,
as


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defined  herein.  Seller shall  convey or cause all such rights  relative to the
Personal Property to be conveyed to R & L, or its designee at closing,  free and
clear of all liens and encumbrances.

2.    Purchase Price

      a.  The  consideration  for  the  Real  and  Personal  Property  shall  be
TWENTY-THREE   MILLION-FIVE   HUNDRED   THOUSAND   Dollars   and  00/100   cents
($23,500,000.00),  as  adjusted  herein (the  "Purchase  Price"),  allocated  as
follows:

      (1) Personal Property - The sum of $9,500,000.00 shall be allocated to the
Personal  Property,  as reduced pursuant to the attached list of property to the
extent  that it  cannot  be  located.  A copy of the list of  presently  missing
personal  property,  along with  valuation is attached  hereto and  incorporated
herein as EXHIBIT D;

      (2) Real  Property - The sum of  $14,000,000.00  shall be allocated to the
Real  Property.  Buyer  and  Seller  acknowledge  that it will be  necessary  to
allocate the Purchase  Price among each of the Parcels in order to determine the
recordation  and transfer  taxes  applicable to each Parcel.  The Purchase Price
shall be allocated among each of the Parcels in accordance with a schedule to be
agreed  upon by Buyer and  Seller at least (5) days  prior to the Real  Property
Closing;

      b.  Buyer  shall pay the  Purchase  Price to the  Owner in the  following
manner:

      (1) On October 6, 2000 Buyer tendered $  2,300,000.00  as an earnest money
deposit  (the  "Deposit")  to Seller  pursuant  to the  Letter of  Intent,  with
instructions to forward the Deposit to Bankers Trust Company, ATTN: Steve Simon,
665 Locust Street, Des Moines,  Iowa 50304-0897 (the "Escrow Agent") the Deposit
to  be  held  in  an  interest-bearing  account  in  the  name  of  R &  L  with
instructions, to apply the Deposit along with interest, to the Purchase Price at
the Personal Property closing.

      (2) At  Closing  Buyer  shall  pay the  allocated  Purchase  Price by wire
transfer or certified  check,  at Buyer's  election,  less  ONE-MILLION  DOLLARS
($1,000,000.00)  which sum shall be held back at the first Real Property Closing
to be held until  January 31,  2001,  provided  that,  if a  liability  has been
designated but not paid before January 31, 2001, the designated amount shall not
be released from the Escrow Funds, in an interest bearing account, pursuant to a
three-party escrow agreement between Buyer,  Seller and Title Agent (the "Escrow
Funds"). The purpose for the escrow funds is to ensure the prompt payment of any
and all outstanding  utility bills,  taxes and special  assessments pro rated to
the date of Closing, any lien or encumbrance not satisfied at Closing, any costs
for damages to those  Parcel's of the Real Property  specified in paragraph 8(g)
of this  Contract  resulting  from  Seller  failing  to  winterize  pursuant  to
paragraph  8(g) of this  Contract,  or any  other  financial  cost or  liability
resulting from the breach by Seller of any covenant,  warranty or representation
made within this Contract and for any third-party  claim initiated against Buyer
as a result of any liability  incurred by Seller prior to the Effective  Date of
this Contract.

3.    Title Insurance

      Seller shall, at Seller's  expense,  secure a title  insurance  commitment
(the "Commitment") as soon as possible issued by LandAmerica National Commercial
Services,  4111 Executive Parkway, Suite 304, Westerville,  Ohio 43081-3862 (the
"Title  Agent")  indicating  that at Closing such title  insurance  company will
issue its Owner's Title Insurance  Policy on each parcel of the Real Property at
standard  rates in favor of Buyer in an  amount  to be  determined  by Buyer and
Seller,  insuring marketable title to the Property,  free and clear of all dower
and similar rights and all encroachments,  liens, encumbrances and restrictions,
except for zoning restrictions of record, taxes not yet due and payable, utility
easements of record which

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do not  unreasonably  interfere with Buyer's  intended use of the Property,  and
certain existing  purchase  contracts and leases  encumbering the Real Property,
to-wit: a purchase contract with Dayton Freight Lines, Inc., dated June 28, 2000
on the Parcel  located at 5292 11th  Street,  Rockford,  Illinois  (the  "Dayton
Contract");  a lease with Lunde Truck Sales,  Inc.,  dated  January 1, 2000 on a
portion of the Parcel located at 5155 8th Street, Rockford, Illinois (the "Lunde
Lease");  a lease with Hot Line Freight  Systems,  Inc.,  dated May 22, 1998, as
renewed,  on a portion of the  Parcel  located  at 5292 11th  Street,  Rockford,
Illinois  (the "Hot Line  Lease");  a lease with Roadway  Express,  Inc.,  dated
November  27,  1997,  as  renewed,  on a portion of the  Parcel  located at 1530
Steuben Street, Sioux City, Iowa (the "Roadway Lease"); a verbal, month-to-month
lease with  Elastomer  Engineering  on a portion  of the Parcel  located at 1530
Steuben Street,  Sioux City, Iowa (the "Elastomer Lease"); a lease with Cybertel
Paging., dated April 21, 1992, as modified on a portion of the Parcel located at
RR 1, Utica, Illinois (the "Cybertel Lease") (the "Permitted Exceptions").  Said
title insurance  policy shall be issued  immediately  upon the closing,  showing
good and marketable  title to be in the Buyer.  Seller shall pay the premium for
the title insurance policy.

      If such title insurance commitment discloses defects in title, Buyer shall
notify  Seller in writing and Seller  shall  remedy such defects in title within
(30) days of said notice, to the extent possible within the (30) days. If Seller
elects to remedy  such defect but can not remedy  such  defects in title,  on or
before the date set forth in this  Contract for  Closing,  Buyer at Buyer's sole
election may take one or more of the following actions:

      (a)  grant  Seller  additional  time  to  remedy  such  defects,  thereby
extending the Closing date;

      (b)  complete  the  purchase and accept title as Seller is able to convey,
unless such defects are delinquent real estate taxes or assessments which are to
be pro  rated to the date of the Real  Property  Closing,  or  mortgages  for an
ascertainable amount placed against the Real Property, in which case that amount
may be  deducted  from the  Purchase  Price and paid at Closing  to remove  such
defect;

      (c) elect to remove the Parcel  affected by the defect from this Contract,
in which case the Purchase Price shall be reduced by the value of the Parcel;

      (d) declare  this  Contract  null and void as to such Parcel upon  written
notice to Seller  may  terminate,  in which  event the  Deposit,  together  with
interest  earned thereon,  shall be refunded to Buyer.  Upon making such refund,
this Contract shall be deemed  canceled and neither party shall have any further
claim against the other by reason hereof.

4.   Representations and Warranties of Seller and Indemnitor

      The Seller makes the following representations:

      (a) Seller is the owner in fee simple  absolute of the Real  Property  and
Seller holds good and marketable title to the Personal  Property,  and is vested
with full power and  authority to enter this Contract and sell the Real Property
and Personal  Property  based upon the terms and  conditions  herein,  except as
otherwise modfied by paragraph 4(g) of this Contract;

      (b)  Seller  knows  of  no  condemnation  or  eminent  domain   proceeding
contemplated against any Parcel of the Real Property or any part thereof.

      (c) Seller is not a party to any  litigation  affecting  any Parcel or the
Real or Personal  Property or the Seller's  right to sell any Parcel or the Real
or Personal Property or any part thereof, and the Seller

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knows of no litigation or threatened litigation affecting any Parcel or the Real
or Personal Property, or any part thereof.

      (d) Seller has received no notice of any  violations of zoning,  building,
fire, safety or health codes with respect to any Parcel or the Real Property.

      (e) Seller has no knowledge of any public improvements made or to be made,
which would result in any assessments against any Parcel or the Real Property.

      (f) Seller has no  knowledge of any private  improvements  which have been
made on any Parcel which would or could result in any mechanics lien against any
Parcel.

      (g) There are no existing  leases on any Parcel or the Real Property which
will survive the Real Property  Closing,  including but not limited to leases on
any truck terminal or any portion thereof,  leases on any communication tower or
radio antennae,  any vacant land, or otherwise,  except for the Dayton Contract,
the Lunde Lease,  the Hot Line Lease, the Roadway Lease, the Elastomer Lease and
the Cybertel  Lease. A true and correct copy of each of the respective  contract
and leases,  along with any and all Amendments  thereto,  is attached hereto and
incorporated  herein  respectively  as EXHIBITS E, F, G, H, I and J. At the Real
Property  closings  Seller shall  execute a separate  assignment of lease on the
Lunde Lease,  the Hot Line Lease, the Roadway Lease, the Elastomer Lease and the
Cybertel  Lease.  A copy of the  assignment  of lease  is  attached  hereto  and
incorporated herein as EXHIBIT K.

      (h) There are no maintenance,  management or other contracts effecting the
Real Property or any Parcel thereof which will survive the Personal  Property or
Real Property Closing of this transaction.

      (i) Seller has received no notice of unremediated environmental violations
affecting  any Parcel  other than as  depicted  by the  environmental  documents
Seller delivered to Buyer on October 6, 2000. To the best of Seller's knowledge,
Seller and all  twenty-six  (26) parcels are in compliance  with all  applicable
federal,  state  and  local  laws,   administrative  rulings,   regulations  and
regulatory approvals relating to the protection of the environment.

      (k)  Seller  has  received  no  notification  that  it  is  a  potentially
responsible party under section 107 of the Comprehensive Environmental Response,
Compensation  and  Liability  Act of 1980  ("CERCLA").  Seller has not  received
notification from any state or local government under any similar  provisions of
state or local law.

      (l) To the best of Seller's  knowledge,  no toxic,  explosive or otherwise
"hazardous  substance," as that term is defined in Section 101(14) of CERCLA, or
petroleum  (including  crude oil or any fraction  thereof) has been  discharged,
deposited, dumped, spilled, leaked or placed into, on or under any Parcel at any
time either prior to or after the date Seller  acquired  title to the respective
Parcel.

      (m)  There  are no  underground  storage  tanks  on any  Parcel,  with the
exception  of  the  following:  Carroll,  Iowa  -  12,000  gallon  diesel  tank;
Davenport,  Iowa - 12,000 gallon diesel tank;  Des Moines,  Iowa - 12,000 gallon
diesel tank; Minneapolis, Minnesota - 10,000 gallon diesel tank; Council Bluffs,
Iowa - 12,000 gallon diesel tank;  Sioux City,  Iowa - 12,000 gallon diesel tank
(collectively  referred to as the  "UST's").  All previous  underground  storage
tanks have been removed in compliance  with federal and state law and no further
action is required  with respect to the tanks.  Seller  further  represents  and
warrants that all of the UST's,  as of the Effective Date are in compliance with
applicable federal, state and local law.

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      (n) Seller  represents  and warrants that an accurate list of its existing
debt is as enumerated on the attached Exhibit L, as of October 17, 2000.  Seller
has no other  existing debt of  $100,000.00  or more, per creditor other than on
Exhibit L, except as follows

           1. Banker's Trust of Iowa ("Bankers  Trust") - Currently owed a total
of  $18,400,000.00,  which sum is secured by mortgages on the Real Property,  on
certificates of title on the Personal Property and on accounts receivable;

           2.   The Major Creditors;

           3.   Affiliates of Seller

      (o) Seller  represents and warrants that the largest secured and unsecured
creditors  are Banker's  Trust,  Central  States  Pensions  Fund,  International
Brotherhood   of   Teamsters,   Ruan  Leasing  and  Liberty   Mutual   Insurance
(collectively  the "Major  Creditors").  Seller represents and warrants that the
Major  Creditors have agreed in principle to the terms of this Contract and will
acknowledge  in writing  prior to  disbursement  of any of the  proceeds for the
Personal  or  Real  Property  that  this  Contract   represents  an  arms-length
transaction,  for fair market value, and that upon payment of the Purchase Price
from Buyer to Seller,  the Major  Creditors will not challenge this  transaction
under any theory of state or federal law.

      (p) Seller  represents  and warrants  that the  Purchase  Price under this
Contract shall be applied directly to third-party  creditors not affiliated with
Seller or  Indemnitor  to pay debts  incurred  in  Seller's  ordinary  course of
business and according to their respective priorities under applicable law.

      (q) Seller represents and warrants that Buyer has negotiated this Contract
in good  faith  and at  arms-length  with  Seller  and that the  Purchase  Price
represents fair market value for both the Real Property and Personal Property

      (r) The Real Property  comprises all of the real property  owned by Seller
and Personal  Property  comprises  substantially all of the personal property of
Seller, save and except only such personal property which is located at Seller's
corporate  headquarters  located at 8245 Nieman Road, Suite 100, Lenexa,  Kansas
(the "Headquarters"), and such personal property which Seller leased. Seller has
made a thorough  investigation  and  evaluation of its assets and represents and
warrants that no other assets exist which are not part of this  Contract,  other
than intangible  property and the personal property located at the Headquarters,
as of October 6, 2000.

      (s) Seller  represents  and warrants that Seller's  debts exceed  Seller's
assets.  Seller also  represents  and  warrants  that  Seller is a wholly  owned
subsidiary of  TransFinancial  Holdings,  Inc., (the  "Indemnitor"),  and to the
extent that neither the Seller nor the Escrow will  satisfy the same  Indemnitor
by signature below hereby  indemnifies and holds Buyer harmless from any and all
claims,  liabilities,   expenses,  fines,  lawsuits,   penalties  or  otherwise,
including reasonable attorney's fees arising out of or in any way related to any
breach by Seller of any covenant,  warranty or representation  made by Seller in
this Contract and for any third-party  claim initiated against Buyer as a result
of any liability incurred by Seller prior to the Effective Date.

           1.  Within  thirty  (30)  days  after  Buyer has  received  notice or
knowledge  of the  matter  that  has  given  or  could  give  rise to a right of
indemnification under this Contract, Buyer shall

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notify Seller and  Indemnitor,  including  within the notice the identity of the
claimant,  the amount of the  liability,  loss,  or expense,  if known,  and the
method of computation (the "Indemnitee Notice");

           2.  Within ten (10) days after  Indemnitor  receives  the  Indemnitee
Notice   (the   "Indemnitor   Commencement"),   Indemnitor   shall   immediately
participate, to the extent required, with counsel of its own choosing and at its
own cost and expense to defend  Buyer,  to the extent  required.  Buyer may, but
shall not be required to, at any time after the Indemnitee Notice obtain its own
counsel,  to assume and  control the  defense of such  third-party  claim at the
expense  of  Indemnitor.  In either  case both the  Buyer and  Indemnitor  shall
cooperate  with one another  and make  available  to one  another all  pertinent
records,  materials and information in its possession or under its control as is
reasonably requested by either party througout the indemnification process.

      (t) Seller  shall afford Buyer  rent-free  possession  and use of both the
Kansas City, Missouri and Indianapolis,  Indiana Leased Property for a period of
thirty  (30)  days  from  the  date  of  Closing  on the  Personal  Property  in
consideration  for Buyer  releasing  Seller  insofar as future rents are owed by
Seller to Buyer on a certain  lease  pertaining  to property  owned by Buyer and
leased to Seller,  located at 4949  Victoria,  Wichita,  Kansas  67216 (the "RLR
Leasehold").  Seller  acknowledges  that Buyer and Seller have not  performed an
exit inspection of the RLR Leasehold and by forgiving  future rent under the RLR
Leasehold, Buyer is not waiving any claim for damages to the leased premises

      The representations and warranties  contained herein shall be effective as
of the  Effective  Date and as of Closing and shall  survive  Closing.  Seller's
knowledge shall be limited to the actual  knowledge of Dave Taggart,  President,
Timothy P.  O'Neil,  Vice  President,  Lawrence  Pendleton,  Vice  President  of
Administration  and  after  thorough  inquiry  into all of  Seller's  files  and
documentation  on  Seller's  business  operation,  Personal  Property  and  Real
Property. Seller and Indemnitor shall indemnify and hold buyer harmless from any
and all claims,  demands,  fines,  expenses,  penalties  or any other  liability
arising  out of or in any way  related  to  breach or  misrepresentation  of any
warranty stated herein.

5.    License to Inspect

      (a) Seller does hereby grant to Buyer, its agents, employees,  contractors
and representatives,  during Buyer's Due Diligence period, the right and license
to go  upon  the  Real  Property  to  inspect  the  Real or  Personal  Property.
Inspections shall be made at Buyer's sole cost and expense,  and at Buyer's sole
discretion may include topographical  surveys, test borings,  percolation tests,
environmental  tests,  inspections,   soil  analysis  and  any  other  tests  or
investigations  which will assist Buyer in determining whether the Real Property
is  suitable  for  Buyer's  purposes  and  whether  any  adverse   environmental
conditions exist on any Parcel. The Property shall be left in the same condition
as it was  prior  to  such  testing,  borings,  and/or  surveying.  Buyer  shall
indemnify  Seller  for any  damage  caused  by  Buyer,  its  agents,  employees,
contractors or  representative  in performing  such due diligence.  Buyer shall,
prior to entry upon the  Property,  provide  Seller  with  evidence  of adequate
liability insurance, naming Seller as an additional insured. Buyer shall provide
Seller with a copy of any  documents/reports  generated from their investigation
of the Property.

      (b) Buyer shall have until October 20, 2000 (the  "Equipment Due Diligence
Period") to approve the condition of the Personal Property. At any time prior to
expiration  of the  Equipment Due  Diligence  Period,  Buyer may terminate  this
Contract and receive a refund of the Deposit,  in which case this Contract shall
terminate and neither party shall have any further liability to the other party.
Buyer shall have (5) business days after  receipt of each  Commitment to approve
the  condition  of title or notify  Seller as  provided  in  paragraph 3 of this
Contract. If Buyer approves the condition of title the Parcel shall close

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on the next  scheduled  closing  for Real  Property  as  provided  herein  or as
mutually  extended by the parties.  Notwithstanding  the foregoing,  Buyer shall
have until October 31, 2000 to exclude any Parcel for a reason  permitted herein
other than for reasons  relating to title on the Parcel (the "Real  Property Due
Diligence  Period").  Buyer  shall act  expeditiously  to retain any  experts or
consultants  needed in connection with its  investigations  of the Real Property
and will  proceed  diligently  to complete its  evaluation.  In the event of the
discovery  of any  quantity  of  contaminants  or  other  adverse  environmental
conditions on any Parcel, irrespective of the source, or if Buyer determines for
any reason that any Parcel is not suitable for Buyer's  intended use,  Buyer may
upon written notice to Seller,  terminate this Contract,  or in the alternative,
at Buyer's sole election,  exclude a particular Parcel from the transaction.  In
the event of Contract  termination on the Real Property,  Buyer shall return all
Seller  provided  due  diligence  materials,  including  surveys,  environmental
reports and owner's  policies of title insurance and Buyer and Seller shall have
no further claim or demand against one another by reason of the termination,  or
Buyer  may send  notice  to  Seller  identifying  the  contaminants  or  adverse
environmental  condition and establishing a time frame within which Seller is to
remediate the condition(s) to Buyer's satisfaction. In the event Buyer elects to
exclude a  particular  Parcel from the  purchase,  the  Purchase  Price shall be
reduced by the amount allocated to the Parcel which Buyer is removing.

      (c) Buyer at its sole cost and expense may have the Property surveyed by a
licensed  surveyor  acceptable  to Buyer.  The plat of the survey shall show all
recorded  easements and physical  encroachments  and shall be certified to Buyer
and its title insurance company.

6.    Provisions Facilitating Buyer's Due Diligence

      Within  THREE (3)  business  days after the  Effective  Date,  Seller must
furnish to Buyer the  following  documentation,  if within  Seller's  custody or
control:

      (a)  Any  geotechnical,   environmental  or  other  engineering   reports,
including any boundary, topographical or wetland survey of the Property.

      (b) Any  correspondence  from  any  governmental  agencies  regarding  any
alleged  violation of any applicable law to any Parcel.  Seller hereby confirms,
as of the  Effective  Date,  Seller has  received no notice of  violation of any
applicable law in regard to any Parcel.

      (c) All utility bills for the last two months on each Parcel and tax bills
from the preceding and current year on each of the Parcels.

      (d)  Any policy of title insurance Seller has obtained on any Parcel.

      (e) Any environmental  report on any Parcel,  including but not limited to
any phase I report, phase II report and/or any analytical testing.

      (f)  All lease agreements and amendments encumbering the Property.

      In the event Seller fails to produce the documentation  stated herein in a
timely manner,  Buyer may, at Buyer's sole discretion,  extend the Due Diligence
Period by the number of days Seller is late in providing the  documentation.  If
Seller fails to produce the documentation as stated herein,  Buyer may terminate
this  Contract and receive a refund of the Deposit as Buyer's sole and exclusive
remedy.

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7.    Closing

      Closing on the Personal Property shall take place within FIVE (5) business
days after expiration of Buyer's Equipment Due Diligence (the "Personal Property
Closing")  and Closing on the Real  Property  shall occur no later than FIVE (5)
business  days after  receipt  and  approval by Buyer of the  Commiment  on each
Parcel,  provided  that Closing  shall not take place on any fewer than TEN (10)
Parcels at a given time (the "Real Property Closing Date"), and provided Closing
shall not take  place  before all the  foregoing  terms and  conditions  of this
Contract have been satisfied as to such Parcel. Seller specifically acknowledges
that Buyer may obtain surveys,  environmental  studies and commitments for title
insurance  on many of the  Parcels  prior to  closing.  The Closing for the Real
Property  shall take place at the offices of Title Agent and the Closing for the
Personal Property shall take place at a mutually agreeable location. If the date
of Closing  falls on a holiday or weekend,  the  closing  date shall fall on the
next business day after the holiday or weekend day. At Closing, Seller shall pay
past due real estate taxes prorated through the date of closing. All general and
special  assessments,  sewer and water  charges,  and  electric and gas charges,
shall be apportioned between Buyer and Seller as of the date of Closing.

8.    Management Pending Closing and After Closing

      Seller  shall be  responsible  from the  Effective  Date until the Closing
Date, for the following:

      (a) To maintain the Real and Personal  Property in substantially  the same
condition as of the Effective Date herein and to make sure all Personal Property
remains in its current location as of October 6, 2000.

      (b) To manage the Property in a responsible  manner,  consistent  with the
management prior to this Contract, including but not limited to twenty-four (24)
hour a day, seven (7) day a week security on each Parcel.

      (c) To insure the  Property in  commercially  reasonable  amounts and with
commercially reasonable deductible.

      (d)  Not to enter into any renewal or new lease without Buyer's consent.

      (e) Not to enter into any  contract or agreement  that would  encumber the
Real or Personal Property after Closing without Buyer's consent.

      (f)  To advise Buyer of any action or claim concerning the Property.

      (g) To "winterize"  the Parcel's  located at 7601 Hall Street,  St. louis,
Missouri;  3219 Nebraska Street,  Council Bluffs, Iowa; 5185 NE 22nd Street, Des
Moines, Iowa; 2940 W. 73rd Street,  Davenport,  Iowa; 2169 Mustang Drive, Mounds
View, Minnesota;  11224 W. Rogers, West Allis,  Wisconsin;  7701 W. 95th Street,
Chicago,  Illinois  (collectively  referred  to as the "Owned  Marshall  Sites")
sufficient  to withstand the elements of winter and to avoid damages to the Real
Property.

      (h) For a  period  of up to (60)  days  following  closing,  Seller  shall
provide Buyer with access to Seller's real estate manager on a consultant basis,
as  needed  and free of  charge to assist  Buyer  with  disposition  of the Real
Property.

                                       8
<PAGE>


9.    Conveyance

      Seller shall convey the Property by transferable  and recordable,  General
Warranty Deed, with the Property being  transferred  free and clear of all liens
and encumbrances,  except for the Permitted Exceptions.  Seller shall convey the
Personal  Property by a general Bill of Sale  attached  hereto and  incorporated
herein as EXHIBIT L, as well as by individual certificates of title to Buyer, or
its designee,  free and clear or all liens and  encumbrances,  on those types of
equipment customarily transferred by certificate of title.

10.   Documents to be Delivered By Seller for Closing

      Documents delivered shall include, but shall not be limited to:

      (a) General Warranty Deeds, or their  equivalent,  executed,  acknowledged
and delivered by Seller to Buyer at Closing  conveying  title to each individual
Parcel of the Real Property;

      (b) Any  necessary  documentation  to permit  the  issuance  of an owner's
policy of title  insurance,  under the terms and  conditions of this Contract to
issue;

      (c)  Closing statement;

      (d)  Owner's affidavit,  customarily  requested by the Title Company, for
consummation of this transaction.

      (e)  Bill of sale conveying title to the Personal Property

      (f)  Certificates  of title on each piece of equipment  requiring  such a
conveyance instrument.

11.   Costs

      The respective parties' costs associated with this transaction shall be as
follows:  SELLER - All  delinquent  real  estate  taxes  on the  Real  Property,
including penalty and interest pro rated to the date of closing, all general and
special assessments on the Real Property pro rated to the date of Closing,  deed
and closing statement preparation, all state, county and municipal conveyance or
transfer  fees,  recording  fees,  the cost of  discharging  any mortgage or UCC
filings on the Real or Personal  Property,  the premium for owner's  policies of
title  insurance  on each  Parcel  of the Real  Property  in the  amount  of the
Purchase Price allocated to each Parcel,  and Seller's  attorney's fees. BUYER -
The cost of a survey,  any  environmental  investigations  and Buyer's  attorney
fees. No funds shall be distributed at Closing and the deeds and/or certificates
of title shall not be recorded  until  Buyer,  Seller and Escrow  Agent have all
executed a mutually agreeable Closing Instruction letter.

12.   Risk of Loss

     a. Condemnation.  If, prior to the Closing, any Parcel of the Real Property
is taken by eminent  domain  proceedings  or by deed in lieu thereof,  Buyer may
either at or prior to Closing (a) terminate this Contract

                                       9
<PAGE>


relative  to the Parcel  affected by the  Condemnation,  or (b)  consummate  the
Closing, in which latter event the Purchase Price for the Real Property shall be
reduced by the amount of the award by the condemning authority.

      b. Casualty. Except as otherwise provided in this Contract, Seller assumes
all risks for damage to or injury  occurring  to the Real  Property and Personal
Property  by fire,  storm,  accident,  or any other  casualty or cause until the
Closing  has been  consummated.  If  before  the  Closing  the Real or  Personal
Property,  or any part thereof,  suffers any damage from fire or other  casualty
which is  reasonably  estimated by Buyer to require  repairs in excess of 20% of
the value of the Parcel or piece of Personal Property,  Buyer will notify Seller
of such fact and Buyer as its sole right may either (a) terminate  this Contract
relative to the Parcel or piece of  equipment  by notice to Seller  given within
ten (10)  days  following  Seller's  notice  to Buyer  and  thereupon  receive a
reduction in the Purchase  Price equal to the damage  amount,  or (b) consummate
the Closing,  in which latter event all of Seller's right, title and interest in
and to the proceeds of any  insurance  covering such damage shall be assigned to
Buyer at the  Closing;  Buyer will also be credited  with the amount of Seller's
deductible under its insurance policy applicable to such casualty.

13.   Default

      If Seller  fails or refuses to  consummate  the sale of the Real  Property
pursuant  to this  Contract  for any reason,  Buyer  shall have the  option,  in
addition to pursuing any of its rights and remedies at law or in equity, of: (i)
enforcing  specific  performance  of  this  Contract;  or (ii)  terminating  the
Contract upon written notice to the Seller and escrow agent; or (iii) initiating
an action for damages.  If Buyer fails or refuses to consummate  the purchase of
the Real  Property  pursuant  to this  Contract  for any  reason,  other  than a
permitted  reason within this Contract,  Seller shall have the right to initiate
an action for damages or pursue specific performance of this Contract.

14.   Notices

      All notices  related to this  transaction  shall be deemed to be effective
when mailed,  postage  prepaid by United States,  certified or registered  mail,
return receipt requested, or delivered by personal delivery, telegram or express
courier  service,  or by telecopier  with proof of receipt to the numbers listed
below:

BUYER:                              SELLER:
R.L.R. Investments, L.L.C.          Crouse Cartage Company
ATTN: Corporate Legal               ATTN: Dave Taggart, President.
600 Gillam Road, P.O. Box 271       8245 Nieman Road, Suite 100
Wilmington, Ohio  45177             Lenexa, Kansas  66214
FAX: (937) 383-2336                 FAX: (913) 859-0011

R & L Transfer, Inc.                INDEMNITOR
ATTN: Corporate Legal
600 Gillam Road, P.O. 271           TransFinancial Holdings, Inc.
Wilmington, Ohio 45177              ATTN:Timothy P. O'Neil, C.E.O.
FAX:  (937) 383-2336                8245 Nieman Road, Suite 100
                                    Lenexa, Kansas 66214
                                    FAX: (913) 859-0011

                                       10
<PAGE>


15.   Brokerage

      The parties  acknowledge that no real estate agent,  broker or company has
been used by either  party in this  transaction.  Seller shall  indemnify,  hold
harmless and defend Buyer against any claim initiated by Brokers,  or any agent,
broker or real estate company  contacted by or representing  Seller for any real
estate fee arising out of,  related to, or involved in this  transaction.  Buyer
shall indemnify, hold harmless and defend Seller against any claims initiated by
agent, broker or real estate company contacted by or representing Seller for any
real estate fee arising out of, or in any way related to this transaction.

16.   Acceptance

      In the event this Contract is not signed  simultaneously  by both parties,
this document  shall be considered an offer made by the first  executing  party.
Unless  executed by offeree and delivered  into Buyer's  possession  before such
time, the offer shall  automatically  expire at midnight,  Ohio time, on October
20, 2000. Time is of the essence.

17.   Governing Law

      The provisions and covenants  contained in this Contract shall be governed
and construed under the laws of the State of Ohio.

18.   Joint Preparation

      The  preparation  of this  Contract has been a joint effort of the parties
and  the  resulting  documents  shall  not,  solely  as  a  matter  of  judicial
construction,  be construed  more  severely  against one of the parties than the
other.

19.   No Recording

      Neither party shall record this Contract or a memorandum of this Contract,
and if either party  attempts to record this  Contract or a  memorandum  of this
Contract,  the  non-recording  party may terminate this Contract without further
liability to the recording party.

20.   Third-Party Contract Negotiations

      Seller hereby  acknowledges  that Buyer has been negotiating  certain sale
and  leasehold  contracts  with  third-parties  on  various  Parcels of the Real
Property. Seller authorizes Buyer to continue to do so, provided that:

      a. No contract is entered into at less than the minimum  acceptable  price
as indicated  in the list of minimum  values on EXHIBIT M,  attached  hereto and
incorporated herein.

      b.   No contract is recorded, and no contract is in recordable form.

      c.   No contract indicates that Buyer is acting as an agent for Seller.

      d.   Buyer  indemnifies  and holds  Seller  harmless  from any  liability
resulting  from  Buyer's  dealings  with a third  party  offeror  on a lease or
contract for sale of a Parcel.  Seller acknowledges that

                                       11
<PAGE>


Buyer's indemnity obligation is specifically limited to contractual liability on
a lease or contract for sale of a Parcel.

21.  Entirety of the Agreement

     This  Agreement   consists  of  these   typewritten   pages  and  Exhibits
incorporated by reference herein.  There are no other Agreements,  conditions or
understandings between the parties. All understandings and agreements heretofore
have been merged into this Contract,  which fully and  completely  expresses the
Contract of the parties.

22.  Asset Acquisition Only

     Buyer  and Seller  acknowledge  that Buyer is purchasing only Seller's Real
Property and Personal  Property and is not purchasing  any business  interest of
Seller.  Seller  acknowledges that it solely retains any and all obligations and
liabilities  arising out of or in any way related to Seller's business operation
of Crouse Cartage,  Inc., and that Buyer is not assuming any contracts,  leases,
licenses or permits from Seller as those contracts,  leases, licenses or permits
pertain to Crouse Cartage, Inc., other than the Permitted Exceptions.

23.   Personal Property After Closing

      Seller  hereby  acknowledges  and  consents to Buyer  keeping all Personal
Property  on the Owner  Marshalling  Sites and the  Kansas  City,  Missouri  and
Indianapolis,  Indiana  Leased  Property,  free of charge for a period of thirty
(30) days from the date of closing on the Personal Property

      IN WITNESS  WHEREOF,  intending to be legally bound,  the parties  warrant
that they have the  authority  to execute  this  document and legally bind their
respective corporation to the terms and conditions contained herein.

(SELLER):

CROUSE CARTAGE COMPANY

/s/ Timothy P. O'Neil
---------------------------------
By:   Timothy P. O'Neil
Its:  Vice President

(INDEMNITOR):

TRANSFINANCIAL HOLDINGS, INC.

/s/ Timothy P. O'Neil
----------------------------------
By:
Its:



                                       12
<PAGE>



(BUYER):

R.L.R. INVESTMENTS, L.L.C.

/s/ Roby L. Roberts
---------------------------------
By:   Roby L. Roberts
Its:  Vice President


R & L TRANSFER, INC.

/s/ Roby L. Roberts
----------------------------------
By:
Its: