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                                                                    EXHIBIT 10.7

                              EMPLOYMENT AGREEMENT

         AGREEMENT, made this 20th day of November, 2002, by and among SCS
Transportation, Inc., a Delaware corporation ("SCST"), Jevic Transportation,
Inc., a New Jersey corporation ("Jevic") and Paul J. Karvois (the "Executive").

                                   WITNESSETH

         WHEREAS, the Board of Directors of Jevic 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 Jevic on the terms and conditions set forth in this
Agreement.

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

         1.       Employment. Jevic 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 two 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 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 Jevic's bylaws.
                  The Executive shall devote substantially all of his working
                  time and efforts to the business and affairs of Jevic.






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

                  (a)      Base Salary. Jevic shall pay to the Executive base
                           salary at the rate of $300,000.00 per annum which
                           shall be payable in accordance with the standard
                           payroll practices of Jevic. 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,
                           which shall be paid by Jevic. 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 to purchase common stock of SCST, if
                           any, to be granted to the Executive and the terms and
                           conditions of any such options.

                  (d)      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,


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                           Jevic'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 Jevic. 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.

                  (e)      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
                           Jevic's policies.

                  (f)      Office and Services Furnished. Jevic 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 Jevic.

                  (a)      Cause. Jevic may terminate the Executive's employment
                           for "Cause" if the Executive willfully engages in
                           conduct which is materially and demonstrably
                           injurious to Jevic or any of its affiliates (as
                           defined below) or willfully engages in an act or acts
                           of dishonesty resulting in material personal gain to
                           the Executive at the expense of Jevic or any of its
                           affiliates. Jevic shall exercise its right to
                           terminate the Executive's employment for Cause by (i)
                           giving him written notice of termination at least 30
                           days before the date of such termination specifying
                           in reasonable detail the




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                           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 Jevic as of the date of such
                           termination at the normal time for payment of such
                           salary, compensation or benefits, and (ii) any
                           amounts owing under Section 4(e). In addition, in the
                           event of such termination of the Executive's
                           employment for Cause, all outstanding options to
                           purchase common stock of SCST 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 Jevic or any
                           of its affiliates.

                  (b)      Disability. If the Executive incurs a Permanent and
                           Total Disability, as defined below, Jevic 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



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                           termination of the Executive's 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 Jevic as of the date of such
                           termination of employment at the normal time for
                           payment of such salary, compensation or benefits and
                           any amounts owing under Section 4(e), and (ii) all
                           outstanding stock options to purchase common stock of
                           SCST 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 Jevic shall require and shall be subject
                           to the approval of the Compensation Committee of the
                           Board of Directors of SCST.



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                  (c)      Without Cause. Jevic may terminate the Executive's
                           employment at any time and for any reason, other than
                           for Cause or because of Permanent and 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 Jevic 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 Jevic 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 assignment to the Executive of
                           any duties that are materially inconsistent with
                           those of a Chief Executive Officer of a company that
                           results in a diminution in the Executive's normal
                           duties, responsibilities and authority as described
                           in




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                           Section 3; provided, that, the transfer of the
                           Executive to a comparable position with another
                           subsidiary of SCST or a transfer of the Executive to
                           a position with SCST shall not be deemed to give rise
                           to Executive's right to terminate his employment for
                           "Good Reason", or (iii) Executive's receipt of notice
                           from Jevic of the cut-off of the automatic renewal of
                           the term of this Agreement as described in Section 2
                           above.

                  (b)      Other. The Executive may terminate his employment at
                           any time and for any reason, other than pursuant to
                           subsection (a) above, by giving Jevic 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
                           Jevic as of the date of such termination at the
                           normal time for payment of such salary, compensation
                           or benefits, and (ii) any amounts owing under Section
                           4(e). In the event of the Executive's termination of
                           his employment pursuant to this subsection (b), all
                           outstanding options to purchase common stock of SCST
                           held by the Executive not previously exercised by the
                           date of termination shall be forfeited. Except as
                           provided in




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                           Section 9, the Executive shall receive no other
                           compensation or benefits from Jevic or any of its
                           affiliates.

         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 Jevic as of the date of such termination at the
                  normal time for payment of such salary, compensation or
                  benefits, and (ii) all outstanding stock options to purchase
                  common stock of SCST 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 Jevic shall terminate (i) because
                  of termination by Jevic 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)      Jevic 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



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                           earned by the Executive under this Agreement or any
                           benefit plan or program of Jevic as of the date of
                           such termination at the normal time for payment of
                           such salary, compensation or benefits.

                  (b)      Jevic shall pay the Executive any amounts owing under
                           Section 4(e).

                  (c)      Jevic shall pay to the Executive as a severance
                           benefit an amount equal to two times his annual rate
                           of base salary immediately preceding his 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)      Jevic 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 Jevic'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 retirement benefits pursuant to Jevic's
                           nonqualified defined contribution plans, if any.
                           Payment of benefits under such plans shall be made at
                           the time and in the manner determined under the
                           applicable plan.



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                  (f)      During the period of 24 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 or
                           program is barred, Jevic shall arrange to provide the
                           Executive with substantially similar benefits. Any
                           medical insurance coverage for such two-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 to purchase common
                           stock of SCST 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 two years from the date of
                           such termination of employment to exercise any or all
                           of



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                           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 Jevic (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"), Jevic shall pay to the Executive with respect
                           to such Payment at the time specified in Exhibit A an
                           additional amount (the "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



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                  benefits that the Executive may have pursuant to any other
                  plan or program of Jevic.

         10.      Termination or Resignation Following a Change of Control. In
                  the event that Executive resigns his employment with Jevic and
                  its affiliates 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 Jevic he has become, and in the course of his employment
                  with Jevic he will continue to become, familiar with Jevic's
                  trade secrets and those of any person or entity controlling,
                  controlled by or under common control with such person or
                  entity, including, without limitation, for Jevic, each of SCST
                  and Saia Motor Freight Line, Inc. (an "affiliate") and with
                  other confidential information concerning Jevic and its
                  affiliates and that his services will be of special, unique
                  and extraordinary value to Jevic. Therefore, the Executive
                  agrees that:

                           (a) so long as the Executive is employed by Jevic or
                           an affiliate of Jevic and for a period of two years
                           after the date the




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                           Executive ceases to be employed by Jevic or an
                           affiliate of Jevic (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 Jevic 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 Jevic 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
                           Jevic 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.

                           (b) The Executive agrees that so long as the
                           Executive is employed by Jevic or an affiliate of
                           Jevic and for a period of two years after the date
                           the Executive ceases to be employed by Jevic



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                           or an affiliate of Jevic (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
                                    Jevic or any of its affiliates during the
                                    Non-Solicitation Period, without the prior
                                    written consent of Jevic, or otherwise
                                    induce any person or entity transacting
                                    business with Jevic or any of its affiliates
                                    to terminate any relationship, association
                                    or arrangement with Jevic or any of its
                                    affiliates, or to represent, distribute or
                                    sell services or products of Jevic or its
                                    affiliates; or

                                    (ii) divert or attempt to divert from Jevic
                                    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 Jevic or any of its
                                    affiliates.

         12.      Confidentiality. The Executive shall treat and hold as
                  confidential any information concerning the Business, Jevic or
                  any of its affiliates that is not already generally available
                  to the public (the "Confidential Information"), refrain from
                  using any of the Confidential Information except in connection
                  with his employment with Jevic or any of its




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                  affiliates, and deliver promptly to Jevic, at the request and
                  option of Jevic, 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 Jevic promptly of the request or
                  requirement so that Jevic 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 Jevic, an order
                  or other assurance that confidential treatment shall be
                  accorded to such portion of the Confidential Information
                  required to be disclosed as Jevic 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 Jevic or any of its affiliates any unpublished
                  documents or any property belonging to any



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                  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.

         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, Jevic 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
                  competent jurisdiction 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 Jevic 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.



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         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) and are necessary to protect Jevic'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




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                           list, Jevic 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.

                  (b)      Indemnification. If arbitration occurs as provided
                           for herein and the Executive is awarded more than
                           Jevic has asserted is due him or otherwise
                           substantially prevails therein, Jevic 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,
                           Jevic shall reimburse the Executive for his
                           reasonable attorneys' fees, costs and disbursements
                           incurred in such enforcement.

         18.      Indemnification under Charter and Bylaws. Jevic shall provide
                  the Executive with rights to indemnification by Jevic that are
                  no less favorable



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<PAGE>

                  to the Executive than those set forth in Jevic'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 Jevic and any
                  successor or assign of Jevic, 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 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 Jevic and 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.



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<PAGE>

         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.

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

EXECUTIVE                              JEVIC TRANSPORTATION, INC.


  /s/ Paul J. Karvois                    /s/ Gerald A. Paulson
---------------------------------      -----------------------------------
Paul J. Karvois                        By:      Gerald A. Paulson
                                                Senior Vice President, Finance

                                       ATTEST

                                         /s/ Raymond M. Conlin
                                       -----------------------------------
                                       By:      Raymond M. Conlin
                                                Secretary

                                       SCS TRANSPORTATION, INC.,
                                       for the sole purpose of binding itself to
                                       the provisions in this Agreement
                                       regarding stock options to purchase
                                       shares of SCST granted to the Executive
                                       and for no other purpose shall SCST be
                                       bound or obligated hereunder

                                         /s/ Herbert A. Trucksess
                                       -----------------------------------
                                       By:      Herbert A. Trucksess
                                                Chairman, President and CEO




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<PAGE>

                                        ATTEST


                                          /s/ James J. Bellinghausen
                                        ----------------------------------------
                                        By:      James J. Bellinghausen
                                                 Secretary



                                       21
<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
Saia, 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 Saia 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, Saia 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), Saia
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, Saia 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, Saia shall pay to the Executive on
such date an estimate, as determined in good faith by Saia, 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




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<PAGE>

thereof can be determined. In the event that the amount of the estimated exceed
the amount subsequently determined to have been due, such excess shall
constitute a loan by Saia to the Executive, payable on the fifth day after
demand by Saia (together with interest at the Federal short-term rate provided
in Section 1274(d) (1) (C) (i) of the Code.) At the time that payments are made
under Section 8(h) and this Exhibit A, Saia 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 Saia 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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