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                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

         AGREEMENT, made this 20th day of November, 2002, by and between SCS
Transportation, Inc., a Delaware corporation ("SCST"), and Herbert A. Trucksess,
III (the "Executive").

                                   WITNESSETH


         WHEREAS, the Board of Directors of SCST has approved the employment of
the Executive on the terms and conditions set forth in this Agreement; and

         WHEREAS, the Executive is willing, for the consideration provided, to
enter into employment with SCST on the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

         1.       Employment. SCST hereby agrees to employ the Executive, and
                  the Executive hereby accepts such employment, upon the terms
                  and conditions set forth in this Agreement.

         2.       Term. The term of this Agreement shall be for three years from
                  the date hereof (the "Effective Date"), with said term
                  renewing daily, and ending on the date of termination of the
                  Executive's employment determined pursuant to Section 5, 6 or
                  7, whichever shall be applicable.

         3.       Position and Duties. The Executive shall serve as President
                  and Chief Executive Officer, and shall have such
                  responsibilities and authority as commensurate with such
                  offices and as may from time to time be prescribed by or
                  pursuant to SCST's bylaws. The Executive shall devote
                  substantially all of his working time and efforts to the
                  business and affairs of SCST.



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         4.       Compensation. During the period of the Executive's employment,
                  SCST shall provide the Executive with the following
                  compensation and other benefits:

                  (a)      Base Salary. SCST shall pay to the Executive base
                           salary at the rate of $450,000.00 per annum which
                           shall be payable in accordance with the standard
                           payroll practices of SCST. Such base salary rate
                           shall be reviewed annually in accordance with SCST's
                           normal policies beginning in calendar year 2003;
                           provided, however, that at no time during the term of
                           this Agreement shall the Executive's base salary be
                           decreased from the rate then in effect.

                  (b)      Annual Bonus. The Executive shall participate in a
                           bonus program established and maintained by SCST. The
                           criteria for establishment of the parameters for
                           payments shall be determined annually by the
                           Compensation Committee of the Board of Directors of
                           SCST.

                  (c)      Stock Options. The Compensation Committee of the
                           Board of Directors of SCST shall determine the number
                           of stock options, if any, to be granted to the
                           Executive and the terms and conditions of any such
                           options.

                  (d)      Supplemental Retirement Benefit. SCST shall provide
                           the Executive with a Supplemental Retirement Benefit
                           following his termination of employment. The
                           Supplemental Retirement Benefit shall be paid in
                           monthly installments for life commencing on the first
                           day of the month coincident with or next following
                           the later of (a) the


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                           Executive's termination of employment or (b) the
                           Executive's attainment of age 65. The amount of the
                           monthly Supplemental Retirement Benefit shall equal
                           (i) minus (ii) minus (iii) below, where.

                           (i) is [Total Credited Service multiplied by Final
                           Average Earnings multiplied by 1-3/7% (.0142857)]
                           less [Primary Social Security multiplied by Total
                           Credited Service multiplied by 1-3/7% (.0142857)];

                           (ii) is the sum of (a) the monthly normal retirement
                           benefit payable from the qualified Yellow Freight
                           Office, Clerical, Sales and Supervisory Personnel
                           Pension Plan, and (b) the monthly Supplemental
                           Retirement Benefit payable under the Executive's
                           Employment Agreement with Yellow Corporation; and

                           (iii) is the benefit payable at age 65 that is the
                           Actuarial Equivalent of the portion of SCST's
                           non-qualified Deferred Compensation Plan attributable
                           to SCST contributions at date of termination.

                  (e)      Adjustment for Early Retirement. The Executive may
                           commence his Supplemental Retirement Benefit on or
                           after age 55 so long as he has terminated employment.
                           The Supplemental Retirement Benefit shall be
                           actuarially reduced for early commencement on the
                           Early Retirement Actuarial Equivalence Basis.



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                  (f)      Death Benefits.

                                    i. If at the time of the Executive's death,
                           the Supplemental Retirement Benefit payments had
                           already commenced, the Supplemental Retirement
                           Benefit shall continue to the Eligible Spouse (if
                           any) for her life.

                                    ii. If at the time of the Executive's death,
                           the Supplemental Retirement Benefit had not yet
                           commenced, the Supplemental Retirement Benefit shall
                           be payable to the Eligible Spouse (if any) for her
                           life, commencing on or after the first day of the
                           month coincident with or next following the later of
                           (a) the date the Executive would have attained age 55
                           or (b) the date of the Executive's death. Death
                           benefits under this paragraph (f)(ii) commencing
                           prior to what would have been the Executive's 65th
                           birthday shall be actuarially reduced for early
                           commencement on the Early Retirement Actuarial
                           Equivalence Basis.

                                    iii.If at the time of his death the
                           Executive has no Eligible Spouse, no further
                           Supplemental Retirement Benefit shall be payable
                           following his death.

                  (g)      Definitions. The following terms used in Sections
                           4(d) through (f) shall have the meanings assigned to
                           such terms below:

                                    i. "Total Credited Service" means the sum of
                           (a), (b), and (c) below, where (a) is the Executive's
                           actual years and months of service with Yellow and
                           SCST, from June 1, 1994 through the date of
                           termination; (b) is




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                           16 years; and (c) is 1/3 of [the sum of (a) and (b),
                           minus 1/2 of the sum of the Executive's projected
                           credited service to age 65 and (b)].

                                    ii. "Final Average Earnings" means the
                           highest 5 complete consecutive years of base pay and
                           incentive compensation during the last ten calendar
                           years prior to the Executive's termination of
                           employment. Incentive compensation will be included
                           in the year in which it is paid and will only be
                           included if it is part of an annual ongoing incentive
                           program.

                                    iii."Primary Social Security" means the
                           annual amount payable at age 65 under the Social
                           Security law in effect at retirement. If the
                           Executive terminates employment prior to age 65, the
                           Primary Social Security benefit is estimated assuming
                           that the Social Security Law does not change and
                           earnings are constant until age 65 at the level
                           during the last full calendar year of employment.

                                    iv. "Actuarial Equivalent" is based on the
                           Applicable Mortality Table and Applicable Interest
                           rate specified in IRC Section 417(e)(3)(A).

                                    v. "Early Retirement Actuarial Equivalence
                           Basis" is the same basis as specified in the Yellow
                           Freight Office, Clerical, Sales and Supervisory
                           Personnel Pension Plan.

                                    vi. "Eligible Spouse" means the spouse
                           married to the Executive on the date hereof.



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                  (h)      Other Benefits. In addition to the compensation and
                           benefits otherwise specified in this Agreement, the
                           Executive (and, if provided for under the applicable
                           plan or program, his spouse) shall be entitled to
                           participate in, and to receive benefits under, SCST's
                           employee benefit plans and programs that are or may
                           be available to senior executives generally and on
                           terms and conditions that are no less favorable than
                           those generally applicable to other senior executives
                           of SCST. At no time during the term of this Agreement
                           shall the Executive's participation in or benefits
                           received under such plans and programs be decreased.

                  (i)      Expenses. The Executive shall be entitled to prompt
                           reimbursement of all reasonable expenses incurred by
                           him in performing services hereunder, provided he
                           properly accounts therefore in accordance with SCST's
                           policies.

                  (j)      Office and Services Furnished. SCST shall furnish the
                           Executive with office space, secretarial assistance
                           and such other facilities and services as shall be
                           suitable to the Executive's position and adequate for
                           the performance of his duties hereunder.

         5.       Termination of Employment by SCST.


                  (a)      Cause. SCST may terminate the Executive's employment
                           for "Cause" if the Executive willfully engages in
                           conduct which is materially and demonstrably
                           injurious to SCST or willfully engages in an act or
                           acts of dishonesty resulting in material personal
                           gain to the Executive at the expense of SCST. SCST
                           shall exercise its right to terminate the Executive's
                           employment for



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                           Cause by (i) giving him written notice of termination
                           at least 30 days before the date of such termination
                           specifying in reasonable detail the circumstances
                           constituting such Cause; and (ii) delivering to the
                           Executive a copy of a resolution duly adopted by the
                           affirmative vote of not less than a majority of the
                           entire membership of the Board of Directors after
                           reasonable notice to the Executive and an opportunity
                           for the Executive and his counsel to be heard before
                           the Board of Directors, finding that the Executive
                           has engaged in the conduct set forth in this
                           subsection (a). In the event of such termination of
                           the Executive's employment for Cause, the Executive
                           shall be entitled to receive (i) his base salary
                           pursuant to Section 4(a) and any other compensation
                           and benefits to the extent actually earned pursuant
                           to this Agreement or any benefit plan or program of
                           SCST as of the date of such termination at the normal
                           time for payment of such salary, compensation or
                           benefits, but not including the Supplemental
                           Retirement Benefits described in Sections 4(d)
                           through 4(f), and (ii) any amounts owing under
                           Section 4(i). In addition, in the event of such
                           termination of the Executive's employment for Cause,
                           all outstanding options held by the Executive at the
                           effective date of such termination which had not
                           already been exercised shall be forfeited. Except as
                           provided in Section 9, the Executive shall receive no
                           other compensation or benefits from SCST.

                  (b)      Disability. If the Executive incurs a Permanent and
                           Total Disability, as defined below, SCST may
                           terminate the Executive's employment by giving him
                           written notice of termination at least 30 days before
                           the date of such termination. In the event of such
                           termination of the Executive's




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                           employment because of Permanent and Total Disability,
                           (i) the Executive shall be entitled to receive his
                           base salary pursuant to Section 4(a) and any other
                           compensation and benefits to the extent actually
                           earned by the Executive pursuant to this Agreement or
                           any benefit plan or program of SCST as of the date of
                           such termination of employment at the normal time for
                           payment of such salary, compensation or benefits,
                           including specifically the Supplemental Retirement
                           Benefits described in Sections 4(d) through 4(f) and
                           any amounts owing under Section 4(i), and (ii) all
                           outstanding stock options held by the Executive at
                           the time of his termination of employment shall
                           become immediately exercisable at that time, and the
                           Executive shall have one year from the date of such
                           termination of employment to exercise any or all of
                           such outstanding options (but not beyond the term of
                           such option). For purposes of this Agreement, the
                           Executive shall be considered to have incurred a
                           "Permanent and Total Disability" if he is unable to
                           engage in any substantial gainful employment by
                           reason of any materially determinable physical or
                           mental impairment which can be expected to result in
                           death or which has lasted or can be expected to last
                           for a continuous period of not less than 12 months.
                           The existence of such Permanent and Total Disability
                           shall be evidenced by such medical certification as
                           the Secretary of SCST shall require and shall be
                           subject to the approval of the Compensation Committee
                           of the Board of Directors of SCST.


                  (c)      Without Cause. SCST may terminate the Executive's
                           employment at any time and for any reason, other than
                           for Cause or because of Permanent and




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                           Total Disability, by giving him a written notice of
                           termination to that effect at least 30 days before
                           the date of termination. In the event of such
                           termination of the Executive's employment without
                           Cause, the Executive shall be entitled to the
                           benefits described in Section 8.

         6.       Termination of Employment by the Executive.

                  (a)      Good Reason. The Executive may terminate his
                           employment for Good Reason by giving SCST a written
                           notice of termination at least 30 days before the
                           date of such termination specifying in reasonable
                           detail the circumstances constituting such Good
                           Reason. In the event of the Executive's termination
                           of his employment for Good Reason, the Executive
                           shall be entitled to the benefits described in
                           Section 8. For purposes of this Agreement, "Good
                           Reason" shall mean (i) the failure of SCST in any
                           material way either to pay or provide to the
                           Executive the compensation and benefits that he is
                           entitled to receive pursuant to this Agreement by the
                           later of (A) 60 days after the applicable due date or
                           (B) 30 days after the Executive's written demand for
                           payment, or (ii) the failure to maintain the titles,
                           positions and duties of the Executive commensurate
                           with those titles and positions and as required by
                           this Agreement except with the Executive's written
                           consent, or (iii) Executive's receipt of notice from
                           SCST of the cut-off of the automatic renewal of the
                           term of this Agreement as described in Section 2
                           above or (iv) a transfer of the Executive to a
                           location which is more than 50 miles away from the
                           location where the Executive is employed on the date
                           hereof or any other location to which the Executive
                           is transferred with his consent.



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                  (b)      Other. The Executive may terminate his employment at
                           any time and for any reason, other than pursuant to
                           subsection (a) above, by giving SCST a written notice
                           of termination to that effect at least 30 days before
                           the date of termination. In the event of the
                           Executive's termination of his employment pursuant to
                           this subsection (b), the Executive shall be entitled
                           to receive (i) his base salary pursuant to Section
                           4(a) and any other compensation and benefits to the
                           extent actually earned by the Executive pursuant to
                           this Agreement or any benefit plan or program of SCST
                           as of the date of such termination at the normal time
                           for payment of such salary, compensation or benefits,
                           including specifically the Supplemental Retirement
                           Benefits described in Sections 4(d) through 4(f), and
                           (ii) any amounts owing under Section 4(i). In the
                           event of the Executive's termination of his
                           employment pursuant to this subsection (b), all
                           outstanding options held by the Executive not
                           previously exercised by the date of termination shall
                           be forfeited. Except as provided in Section 9, the
                           Executive shall receive no other compensation or
                           benefits from SCST.

         7.       Termination of Employment By Death. In the event of the death
                  of the Executive during the course of his employment
                  hereunder, (i) the Executive's estate shall be entitled to
                  receive his base salary pursuant to Section 4(a) and any other
                  compensation and benefits to the extent actually earned by the
                  Executive pursuant to this Agreement or any other benefit plan
                  or program of SCST as of the date of



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                  such termination at the normal time for payment of such
                  salary, compensation or benefits, including specifically the
                  Supplemental Retirement Benefits described in Section 4(f) and
                  any amounts owing under Section 4(i) and (ii) all outstanding
                  stock options held by the Executive at the time of his death
                  shall become immediately exercisable upon his death, and the
                  Executive's spouse or, if predeceased, the Executive's estate,
                  shall have one year from the date of his death to exercise any
                  or all of such outstanding options (but not beyond the term of
                  such option).

         8.       Benefits Upon Termination Without Cause or Good Reason. If the
                  Executive's employment with SCST shall terminate (i) because
                  of termination by SCST pursuant to Section 5(c) and not for
                  Cause or because of Permanent and Total Disability, or (ii)
                  because of termination by the Executive for Good Reason
                  pursuant to Section 6(a), the Executive shall be entitled to
                  the following:

                  (a)      SCST shall pay to the Executive his base salary
                           pursuant to Section 4(a) and, subject to the further
                           provisions of this Section 8, any other compensation
                           and benefits to the extent actually earned by the
                           Executive under this Agreement or any benefit plan or
                           program of SCST as of the date of such termination at
                           the normal time for payment of such salary,
                           compensation or benefits.

                  (b)      SCST shall pay the Executive any amounts owing under
                           Section 4(i).

                  (c)      SCST shall pay to the Executive as a severance
                           benefit an amount equal to three times his annual
                           rate of base salary immediately preceding his



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                           termination of employment. Such severance benefit
                           shall be paid in a lump sum within 30 days after the
                           date of such termination of employment.

                  (d)      SCST shall pay to the Executive a pro rated target
                           bonus based on the actual portion of the fiscal year
                           elapsed prior to the termination of Executive's
                           employment under SCST's target bonus plan for the
                           fiscal year in which his termination of employment
                           occurs as if the target had been exactly met. Such
                           payment shall be made in a lump sum within 30 days
                           after the date of such termination of employment, and
                           the Executive shall have no right to any further
                           bonuses under said program.

                  (e)      The Executive shall become eligible for payment of
                           the Supplement Retirement Benefits pursuant to
                           Sections 4(d) through 4(f), and SCST's nonqualified
                           defined contribution plans. Payment of benefits under
                           such plans shall be made at the time and in the
                           manner determined under the applicable plan.

                  (f)      During the period of 36 months beginning on the date
                           of the Executive's termination of employment, the
                           Executive (and, if applicable under the applicable
                           program, his spouse) shall remain covered by the
                           employee benefit plans and programs that covered him
                           immediately prior to his termination of employment as
                           if he had remained in employment for such period;
                           provided, however, that there shall be excluded for
                           this purpose any plan or program providing payment
                           for time not worked (including without limitation
                           holiday, vacation, and long- and short-term
                           disability). In the event that the Executive's
                           participation in any such employee benefit plan





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                           or program is barred, SCST shall arrange to provide
                           the Executive with substantially similar benefits.
                           Any medical insurance coverage for such three-year
                           period pursuant to this subsection (f) shall become
                           secondary upon the earlier of (i) the date on which
                           the Executive begins to be covered by comparable
                           medical coverage provided by a new employer, or (ii)
                           the earliest date upon which the Executive becomes
                           eligible for Medicare or a comparable Government
                           insurance program.

                  (g)      All outstanding stock options held by the Executive
                           at the time of termination of his employment shall
                           become fully exercisable upon such termination of
                           employment and the Executive shall have three years
                           from the date of such termination of employment to
                           exercise any or all of such outstanding options (but
                           not beyond the term of such option).

                  (h)      If any payment or benefit received by or in respect
                           of the Executive under this Agreement or any other
                           plan, arrangement or agreement with SCST (determined
                           without regard to any additional payments required
                           under this subsection (h) and Exhibit A of this
                           Agreement) (a "Payment") would be subject to the
                           excise tax imposed by Section 4999 of the Internal
                           Revenue Code of 1986, as amended (the "Code") (or any
                           similar tax that may hereafter be imposed) or any
                           interest or penalties are incurred by the Executive
                           with respect to such excise tax (such excise tax,
                           together with any such interest and penalties, being
                           hereinafter collectively referred to as the "Excise
                           Tax"), SCST shall pay to the Executive with respect
                           to such Payment at the time specified in Exhibit A an
                           additional amount (the





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                           "Gross-up Payment") such that the net amount retained
                           by the Executive from the Payment and the Gross-up
                           Payment, after reduction for any Excise Tax upon the
                           payment and any federal, state and local income and
                           employment tax and Excise Tax upon the Gross-up
                           Payment, shall be equal to the Payment. The
                           calculation and payment of the Gross-up Payment shall
                           be subject to the provisions of Exhibit A.

         9.       Entitlement To Other Benefits. Except as provided in this
                  Agreement, this Agreement shall not be construed as limiting
                  in any way any rights to benefits that the Executive may have
                  pursuant to any other plan or program of SCST.

         10.      Termination or Resignation Following a Change of Control. In
                  the event that Executive resigns his employment with SCST or
                  suffers a "Termination" of such employment within two years
                  after a "Change of Control" of SCST under the circumstances
                  described and the definitions set forth in paragraphs 3 and 1
                  (e) of the Executive Severance Agreement entered into between
                  Executive and SCST on September 28, 2002 (the "Executive
                  Severance Agreement"), the provisions of which are hereby
                  incorporated by reference, the Executive shall be entitled to
                  the greater of each benefit described in Section 8 or each
                  benefit provided for under the Executive Severance Agreement.

         11.      Non-Competition, Non-Solicitation and Confidentiality. The
                  Executive acknowledges that in the course of his employment
                  with SCST he has become, and in the course of his employment
                  with SCST he will continue to become, familiar with SCST's
                  trade secrets and those of any person or entity controlling,
                  controlled




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                  by or under common control with such person or entity,
                  including, without limitation, for SCST, each of Saia Motor
                  Freight Line, Inc. and Jevic Transportation, Inc. (an
                  "affiliate") and with other confidential information
                  concerning SCST and its affiliates and that his services will
                  be of special, unique and extraordinary value to SCST.
                  Therefore, the Executive agrees that:

                           (a) so long as the Executive is employed by SCST or
                           an affiliate of SCST and for a period of two years
                           after the date the Executive ceases to be employed by
                           SCST or an affiliate of SCST (the "Non-Compete
                           Period"), the Executive shall not, and shall not
                           allow any of his affiliates to, engage (whether as an
                           owner, operator, manager, employee, officer,
                           director, consultant, advisor, representative or
                           otherwise), directly or indirectly in any endeavor,
                           activity or business in (x) any country in the world
                           where SCST or any of its affiliates is doing business
                           during the term of such Non-Compete Period or (y) any
                           state in the United States or any province in Canada,
                           that engages, in whole or in part, in or that
                           otherwise competes, in whole or in part, with the
                           business of providing trucking transportation,
                           including, but not limited to, offering regional,
                           interregional or national less-than-truckload
                           services or truckload services, freight brokerage,
                           transportation logistics or any other business of
                           SCST and its affiliates or any of them (collectively,
                           the "Business") as conducted or as proposed to be
                           conducted at any time during the term of the
                           Executive's employment with SCST or any of its
                           affiliates; provided that this paragraph shall not be
                           construed to prohibit the ownership of less than 3%
                           of the outstanding stock of any publicly-traded
                           corporation.




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                           (b) The Executive agrees that so long as the
                           Executive is employed by SCST or an affiliate of SCST
                           and for a period of two years after the date the
                           Executive ceases to be employed by SCST or an
                           affiliate of SCST (the "Non-Solicitation Period"), he
                           shall not, and shall not permit any of his affiliates
                           to, directly or indirectly,

                                    (i) contact, approach or solicit for the
                                    purpose of offering employment to or hiring
                                    (whether as an employee, consultant, agent,
                                    independent contractor, salesperson,
                                    distributor, supplier, vendor, manufacturer,
                                    representative, agent, jobber or otherwise)
                                    or actually hire any person employed by SCST
                                    or any of its affiliates during the
                                    Non-Solicitation Period, without the prior
                                    written consent of SCST, or otherwise induce
                                    any person or entity transacting business
                                    with SCST or any of its affiliates to
                                    terminate any relationship, association or
                                    arrangement with SCST or any of its
                                    affiliates, or to represent, distribute or
                                    sell services or products of SCST or its
                                    affiliates; or

                                    (ii) divert or attempt to divert from SCST
                                    or any of its affiliates any business with
                                    any customer or account the identity of
                                    which was learned by the Executive, as a
                                    result of his operation of the Business or
                                    employment with SCST or any of its
                                    affiliates.


         12.      Confidentiality. The Executive shall treat and hold as
                  confidential any information concerning the Business, SCST or
                  any of its affiliates that is not already generally




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                  available to the public (the "Confidential Information"),
                  refrain from using any of the Confidential Information except
                  in connection with his employment with SCST or any of its
                  affiliates, and deliver promptly to SCST, at the request and
                  option of SCST, all tangible embodiments (and all copies) of
                  the Confidential Information which are in his possession or
                  under his control. In the event that the Executive is
                  requested or required (by oral question or request for
                  information or documents in any legal proceeding,
                  interrogatory, subpoena, civil investigative demand, or
                  similar process) to disclose any Confidential Information, the
                  Executive shall notify SCST promptly of the request or
                  requirement so that SCST may seek an appropriate protective
                  order or waive compliance with the provisions of this Section
                  12. If, in the absence of a protective order or the receipt of
                  a waiver hereunder, the Executive is, on the advice of
                  counsel, compelled to disclose any Confidential Information to
                  any tribunal or else stand liable for contempt, the Executive
                  may disclose the Confidential Information to the tribunal;
                  provided, that the Executive shall use his best efforts to
                  obtain, at the request of and at the cost of SCST, an order or
                  other assurance that confidential treatment shall be accorded
                  to such portion of the Confidential Information required to be
                  disclosed as SCST shall designate.

         13.      Use of Information of Prior Employers. During the term of this
                  Agreement, the Executive will not improperly use or disclose
                  any confidential information or trade secrets, if any, of any
                  former employers or any other person to whom the Executive has
                  an obligation of confidentiality, and will not bring onto the
                  premises of SCST or any of its affiliates any unpublished
                  documents or any property belonging to any former employer or
                  any other person to whom the Executive has an obligation of
                  confidentiality unless consented to in writing by the former
                  employer or person.



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         14.      Remedy for Breach. The Executive acknowledges and agrees that
                  in the event of a breach by the Executive of any of the
                  provisions of Sections 11, 12 or 13 monetary damages shall not
                  constitute a sufficient remedy. Consequently, in the event of
                  any such breach, SCST and/or its respective successors or
                  assigns may, in addition to other rights and remedies existing
                  in their favor, apply to any court of law or equity of
                  competentjurisdiction for specific performance and/or
                  injunctive or other relief in order to enforce or prevent any
                  violations of the provisions hereof, in each case without the
                  requirement of posting a bond or proving actual damages.

         15.      Enforcement. If the final judgment of a court of competent
                  jurisdiction declares that any term or provision of Sections
                  11, 12, 13 or 14 is invalid or unenforceable, each of the
                  Executive and SCST agree that the court making the
                  determination of invalidity or unenforceability shall have the
                  power to reduce the scope, duration, or area of the term or
                  provision, to delete specific words or phrases, or to replace
                  any invalid or unenforceable term or provision with a term or
                  provision that is valid and enforceable and that comes closest
                  to expressing the intention of the invalid or unenforceable
                  term or provision, and the terms provided herein shall be
                  enforceable as so modified after the expiration of the time
                  within which the judgment may be appealed.

         16.      Acknowledgment. The Executive acknowledges and agrees that (i)
                  the restrictions contained in Sections 11, 12, 13, 14 or 15
                  are reasonable in all respects (including, without limitation,
                  with respect to subject matter, time period and geographical
                  area)




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<PAGE>

                  and are necessary to protect SCST's interest in, and value of,
                  the Business (including, without limitation, the goodwill
                  inherent therein) and (ii) Executive is responsible for the
                  creation of such value.

         17.      Arbitration.

                  (a)      Arbitration of Disputes. Except as otherwise
                           expressly provided herein, any dispute between the
                           parties hereto arising out of, in connection with, or
                           relating to this Agreement or the breach thereof
                           shall be settled by arbitration in Kansas City,
                           Missouri, in accordance with the rules then in effect
                           of the American Arbitration Association ("AAA").
                           Arbitration shall be the exclusive remedy for any
                           such dispute except only as to failure to abide by an
                           arbitration award rendered hereunder. Regardless of
                           whether or not both parties hereto participate in the
                           arbitration proceeding, any arbitration award
                           rendered hereunder shall be final and binding on each
                           party hereto and judgment upon the award rendered may
                           be entered in any court having jurisdiction thereof.
                           The party seeking arbitration shall notify the other
                           party in writing and request the AAA to submit a list
                           of 5 or 7 potential arbitrators. In the event the
                           parties do not agree upon an arbitrator, each party
                           shall, in turn, strike one arbitrator from the list,
                           SCST having the first strike, until only one
                           arbitrator remains, who shall arbitrate the dispute.
                           The parties shall have the opportunity to conduct
                           reasonable discovery as determined by the arbitrator,
                           and the arbitration hearing shall be conducted within
                           30 to 60 days of the selection of an arbitrator or at
                           the earliest date thereafter that the arbitrator is
                           available or as otherwise set by the arbitrator.



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<PAGE>





                  (b)      Indemnification. If arbitration occurs as provided
                           for herein and the Executive is awarded more than
                           SCST has asserted is due him or otherwise
                           substantially prevails therein, SCST shall reimburse
                           the Executive for his reasonable attorneys' fees,
                           costs and disbursements incurred in such arbitration
                           and hereby agrees to pay interest on any money award
                           obtained by the Executive from the date payment
                           should have been made until the date payment is made,
                           calculated at the prime interest rate of Bank of
                           America, N.A., Kansas City, Missouri in effect from
                           time to time from the date that payment(s) to him
                           should have been made under this Agreement. If the
                           Executive enforces the arbitration award in court,
                           SCST shall reimburse the Executive for his reasonable
                           attorneys' fees, costs and disbursements incurred in
                           such enforcement.

         18.      Indemnification under Charter and Bylaws. SCST shall provide
                  the Executive with rights to indemnification by SCST that are
                  no less favorable to the Executive than those set forth in
                  SCST's governing documents as in effect as of the Effective
                  Date.

         19.      Successors. This Agreement shall be binding upon and inure to
                  the benefit of the Executive and his estate and SCST and any
                  successor of SCST, but neither this Agreement nor any rights
                  arising hereunder may be assigned or pledged by the Executive.

         20.      Severability. Any provision in this Agreement which is
                  prohibited or unenforceable in any jurisdiction shall, as to
                  such jurisdiction, be


                                       20
<PAGE>


                  ineffective only to the extent of such prohibition or
                  unenforceability without invalidating or affecting the
                  remaining provisions hereof, and any such prohibition or
                  unenforceability in any jurisdiction shall not invalidate or
                  render unenforceable such provision in any other jurisdiction.

         21.      Survival. The parties agree that the obligations contained in
                  this Agreement which by their terms survive the expiration,
                  termination or cancellation of this Agreement shall survive
                  any expiration, termination or cancellation of this Agreement
                  and continue to be enforceable.

         22.      Notices. All notices required or permitted to be given under
                  this Agreement shall be given in writing and shall be deemed
                  sufficiently given if delivered by hand or mailed by
                  registered mail, return receipt requested, to his residence in
                  the case of the Executive and to its principal executive
                  offices in the case of SCST. Either party may by giving
                  written notice to the other party in accordance with this
                  Section 22 change the address at which it is to receive
                  notices hereunder.

         23.      Controlling Law. This Agreement shall in all respects be
                  governed by and construed in accordance with the laws of the
                  State of Missouri.

         24.      Changes to Agreement. This Agreement may not be changed orally
                  but only in a writing, signed by the party against whom
                  enforcement is sought.

         25.      Counterparts. This Agreement may be executed in any number of
                  counterparts, each of which when so executed shall be deemed
                  an original but all of which together shall constitute one and
                  the same instrument.


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<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
20th of November, 2002.



EXECUTIVE                                            SCS TRANSPORTATION, INC.

/s/ Herbert A. Trucksess III                  By:    /s/ James J. Bellinghausen
----------------------------                         ---------------------------
Herbert A Trucksess III
                                                     ATTEST

                                              By:    /s/ G. Drown
                                                     ---------------------------




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<PAGE>


                                    EXHIBIT A

                                GROSS-UP PAYMENTS


         The following provisions shall be applicable with respect to the
Gross-Up Payments described in Section 8 (h) of this Agreement.

         (a) For purposes of determining whether any of the Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Payments received or to be received shall be treated as "parachute payments"
within the meaning of Section 280G(b) (2) of the Code, and all "excess parachute
payments" within the meaning of Section 280G(b) (1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of tax counsel selected by
SCST, the Payments (in whole or in part) do not constitute parachute payments,
including by reason of Section 280G(b) (4) (A) of the Code, or excess parachute
payments (as determined after application of Section 280G(b) (4) (B) of the
Code), and (ii) the value of any non-cash benefits or any deferred payment or
benefit shall be determined by independent auditors selected by SCST in
accordance with the principles of Sections 280G(d) (3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, the Executive shall
be deemed to pay Federal income taxes at the highest marginal rate of Federal
income taxation in the calendar year in which the Gross-Up Payment is to be made
and state and local income taxes at the highest marginal rate of taxation to
which such payment could be subject based upon the state and locality of the
Executive's residence or employment, net of the maximum reduction in Federal
income taxes which could be obtained from deduction of such state and local
taxes. In addition, for purposes of determining the amount of the Gross-Up
Payment, SCST shall make a determination of the amount of any employment taxes
required to be paid on the Gross-Up Payment. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time the
Gross-Up Payment is made (including by reason of any payments the existence or
amount of which cannot be determined at the time of the Gross-Up Payment), SCST
shall make an additional gross-up payment in respect of such excess (plus any
interest, penalties or additions payable with respect to such excess) at the
time that the amount of such excess is finally determined. Notwithstanding the
foregoing, SCST shall withhold from any payment due to the Executive the amount
required by law to be so withheld under Federal, state or local wage or
employment tax withholding requirements or otherwise (including without
limitation Section 4999 of the Code), and shall pay over to the appropriate
government authorities the amount so withheld.

         (b) The Gross-Up Payment with respect to a Payment shall be paid not
later than the thirtieth day following the date of the Payment; provided,
however, that if the amount of such Gross-Up Payment or portion thereof cannot
be finally determined on or before such day, SCST shall pay to the Executive on
such date an estimate, as determined in good faith by SCST, of the amount of
such payments and shall pay the remainder of such payments (together with
interest at the Federal short-term rate provided in Section 1274(d) (1) (C) (i)
of the Code) as soon as the amount thereof can be determined. At the time that
payments are made under Section 8(h) and this


                                       23
<PAGE>





Exhibit A, SCST shall provide the Executive with a written statement setting
forth the manner in which such payments were calculated and the basis for such
calculations, including, without limitation, any opinions or other advice SCST
has received from outside counsel, auditors or consultants (and any such
opinions or advice which are in writing shall be attached to the statement).


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