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March 11, 1999



Mr. Patrick L. Flinn
Chairman of the Audit Committee of the Board of Directors
Metrotrans Corporation
777 Greenbelt Parkway
Griffin, GA  30223

Dear Mr. Flinn:

This letter will outline our proposal to provide professional management
consulting services to Metrotrans Corporation ("Metrotrans") in its efforts
to analyze and improve operating performance and cash flows.

Our Approach

We expect to perform our work in three phases, working with you, the Board of
Directors and other management.  The scope of our work will consist of
assisting you in identifying and implementing potential areas to improve
Metrotrans' cash flow and operating performance as follows:

  Phase I - Diagnostic assessment of the business

    1.  Assist in developing a 13-week rolling cash flow projection.
    2.  Analyze asset collateral values including any potential asset
        redeployment opportunities.
    3.  Analyze the components of working capital (e.g. inventory and
        receivables) to identify opportunities to reduce the Metrotrans
        investment in working capital.
    4.  Assist in developing cash break-even and operating cash flow analysis
        by business segment.
    5.  Review overhead structure and major line expense items for potential
        cost containment opportunities.
    6.  Provide any other consulting services as requested by the Board of
        Directors and/or management to assist in the assessment of and
        stabilization of the business operation of Metrotrans.
    7.  Assist in presentations to NationsBank for extension of additional
        credit and negotiations for waivers of current default.

  Estimated Fees:  $22,500 to $27,500 per week for three to four weeks
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  Phase II - Turnaround plan development

    1.  Develop, by calendar and fiscal quarter, a strategic turnaround plan
        with tactical action steps to implement the plan.
    2.  Assist in implementing the turnaround plan.
    3.  Assist in restructuring Metrotrans' debt as appropriate based upon
        the turnaround plan.

  Estimated Fees:  To be determined during Phase I

  Phase III - Monitoring operations and development long term strategic
  business plan for renewed growth

    1.  Monitor progress of turnaround plan implementation and refinement of
        plan as required.
    2.  Development of long term strategic business plan for renewed growth.

  Estimated Fees:  To be determined during Phase II

This Three-Phase approach is a proved Arthur Andersen ("Andersen")
methodology and framework.  Our turnaround methodology is predicated upon a
coordinated, seamless collaboration between Metrotrans' managerial knowledge
capital and Arthur Andersen's external expertise.  We do not seek to
duplicate information or effort, but rather consistently provide Metrotrans
with value added services that exceed your expectations.  Our work plans are
based on the assumption that 1) our staff receives full cooperation from a
willing and able Metrotrans management, staff and Board of Directors; and 2)
data required for analysis is made readily available to us and is reasonably
accurate and suitable for our purposes.

We will report directly to you and the Board and to any other members of
management as the Board so directs.  Any reports we prepare will be provided
for your and the Board's purpose to assist in Metrotrans' turnaround efforts.
We view our role as being very interactive with you, Metrotrans' Board,
management and employees.  We expect to work jointly in determining the
project scope on an ongoing basis, which may result in refocusing our efforts
into other areas than those specified in the letter.  We understand that any
reports may be shared with members of the Board, management and, with prior
approval of the Company, NationsBank, but should not be provided to other
third parties without our express written permission.  Any decision regarding
the implementation of our recommendations will be made by the Board.

As part of our assistance, we may inquire into certain financial information
to help us understand Metrotrans' operation.  These inquiries and our
assistance are not intended to
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include professional advice on accounting-
related matters.  Our assistance does not constitute an audit and our
services are not designed, nor should they be relied upon, to disclose
weaknesses in internal controls, financial statement errors or irregularities
or illegal acts.  However, we will inform you if any such weaknesses, errors
or irregularities come to our attention.  In the course of our work, we will
also bring to your attention areas to improve operating, financial and
reporting procedures that we identify.  Both parties acknowledge that
Andersen will rely substantially and materially upon the data, the analysis
and the representations made by Metrotrans and its management and key
personnel.  Andersen does not accept responsibility for the accuracy of
either the information or the general representations made by these persons.

Our fees are based on a discount to our standard hourly rates, plus
reasonable out-of-pocket expenses for an engagement of this type.  The
discounted hourly billing rates for professionals assigned to this engagement
are as follows:

           Partners              $350
           Directors             $300-330
           Managers              $210-295
           Consultants           $120-190

Andersen will receive a retainer of $30,000.  The retainer will be applied to
Andersen's final billing upon termination of this agreement and any balance
will be returned to Metrotrans.  We will submit billings on a weekly basis
with such billings being payable upon presentation.  We will endeavor to keep
our fees and expenses as low as possible.

Metrotrans shall indemnify and hold harmless Andersen, and its personnel from
and against any claims, liabilities, costs, expenses (including, without
limitation to attorney's fees and the time of Andersen personnel involved)
brought against, paid or incurred by Andersen at any time and in any way
arising out of or relating to Andersen services under this engagement, except
to the extent finally determined to have resulted from the gross negligence
or willful misconduct of Andersen personnel.  This provision shall survive
the termination of this arrangement for any reason.

Andersen's maximum liability relating to services rendered under this letter,
regardless of form or action, whether in contract, negligence, or otherwise,
shall be limited to the charges paid to Andersen for services or work
products under this agreement.  In no event shall Andersen be liable for
consequential, special, incidental or punitive losses, damage, or expenses
(including, without limitation, lost profits, opportunity costs, etc.) even
if it has been advised of their possible existence.
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Andersen's performance of services hereunder should not replace other
inquiries or procedures which Metrotrans may want to undertake for the
purpose of satisfying itself before making decisions.  Andersen will report
to and take direction from you as a member of the Board of Directors.  The
decision to implement any of Andersen's recommendations will be solely at the
discretion of Metrotrans.

This arrangement shall be effective as of the date of your acceptance of this
letter as denoted below.  This engagement may be terminated at will by
Metrotrans or Arthur Andersen.  If you are dissatisfied for any reason, our
efforts will cease immediately.  Should either party elect to terminate this
arrangement, the final billing will be applied against the retainer and any
remaining portion of the retainer will be refunded to the Company upon
payment in full of the final bill.

Andersen agrees to treat confidentially and not disclose to any third parties
(i) any information obtained by Andersen pursuant to this agreement, (ii) any
notes, analyses, compilations, charts, graphs, studies or documents prepared
by Andersen in connection with this engagement and (iii) any evaluation,
report, recommendation or other work product produced by Andersen in
connection with this engagement unless disclosure is required pursuant to a
court order or as approved in writing by Metrotrans, exercising its sole
discretion.  Andersen shall protect the confidentiality of such information,
documentation and work products in the same manner that it protects its own
confidential and proprietary information of like kind.

We appreciate this opportunity to be of service to you.  You may be sure that
the engagement will be given our closest attention.

Very truly yours,
ARTHUR ANDERSEN LLP
BY:  /s/ Lawrence R. Hirsh
Lawrence R. Hirsh
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I have read and accept and agree to the terms stated herein:

BY:  /s/ Patrick L. Flinn                 Date:  March 11, 1999
Mr. Patrick L. Flinn
Chairman of the Audit Committee of the Board of Directors
Metrotrans Corporation

Copies to:  William L. Floyd, Long Aldridge & Norman
            William H. Runge, III, Arthur Andersen LLP