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                                                                   EXHIBIT 10.15

TIP
A GE CAPITAL COMPANY

              VEHICLE LEASE AGREEMENT           NO.OE-146

This Vehicle Lease Agreement (the "Agreement") is made as of 7/25/2002 by and
between Transport International Pool, Inc., a Pennsylvania corporation, with
offices at 426 W. Lancaster Avenue, Devon, Pennsylvania 19333 ("Lessor") and
WESTERN EXPRESS, a TN CORPORATION ("Lessee"), with offices at 7135 CENTENNIAL
PLACE NASHVILLE, TN, TN 37209, for the vehicles set forth on Schedule AB hereto
(the "Vehicles") In consideration of the promises and covenants herein contained
the parties hereto agree as follows:

1. VEHICLES. Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to
lease from Lessor the Vehicles for the Lease Term set forth on Schedule AB.

2. TERM. The Lease Term, as set forth on Schedule AB, shall commence on the
first day of the month subsequent to the earlier of (a) delivery of all of the
Vehicles or (b) three (3) days following written notice to Lessee that all
vehicles are available for delivery hereunder. Each Vehicle delivered to Lessee
prior to the commencement of the Lease Term shall be subject to the terms and
conditions of this Agreement as of the date of delivery (the "Vehicle Delivery
Date"). Lessee's rent obligation as to any vehicle shall commence on the earlier
of the Vehicle Delivery Date of three (3) days following written notice to
Lessee that the Vehicle is available for delivery.

3. DELIVERY. Lessor shall deliver to Lessee and Lessee shall accept delivery of
each Vehicle at the Delivery Location set forth on Schedule AB. Upon delivery,
Lessee or its agent shall sign Lessor's Standard Lease Agreement which shall be
used solely for the purpose of identifying the Vehicles, establishing the
Vehicle Delivery Date and documenting Vehicle condition.

4. MAINTENANCE.

    A.  At Lessor's expense, Lessor shall:

        1   Inspect, lubricate, and provide maintenance for normal wear and tear
            as reasonably required to maintain each Vehicle in good repair,
            mechanical condition and running order;

        2   Replace tires and brakes on each Vehicle in accordance with Federal
            and state vehicle safety regulations.

    B.  At Lessee's expense, Lessee shall:

        1   Deliver to the maintenance location set forth on Schedule AB (the
            "Maintenance Location") each Vehicle requiring inspection, tire or
            brake replacement, alignment, maintenance, or repairs required to be
            performed by Lessor;

        2   Provide daily safety inspections of each Vehicle and maintain proper
            axle lubricant levels, tire inflation and repair, brake operation
            and lighting including bulbs and lens replacement;

        3   Maintain each Vehicle in the same condition as when delivered,
            excepting normal wear and tear, making all necessary repairs and
            replacements in compliance with all manufacturers' standards
            relating thereto, using only new parts;

        4   Reimburse Lessor for tires damaged by improper inflation, impact
            breaks or running flat; and

        5   Pay Lessor the fair market value of tires supplied or paid for by
            Lessor that are not returned with the Vehicles.

5. DISABLED AND SUBSTITUTE VEHICLES.

            A. In the event that any Vehicle shall be unavailable to Lessee due
to a malfunction for which Lessor is responsible as provided herein (a "Disabled
Vehicle"), Lessee shall return the Vehicle to the Maintenance Location for
repair. If the disability is such that the Disabled Vehicle cannot be returned
to such location, Lessor shall direct Lessee to a repair facility of Lessor's
choosing. In the event that the required repairs are Lessor's responsibility,
Lessor shall authorize said repairs and issue a purchase order therefor. Lessee
shall not purchase replacement tires for Lessor's account or charge Lessor for
any expense except upon Lessor's prior written consent. Lessor reserves the
right to change the Maintenance Location upon thirty (30) days notice to Lessee.



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            B. In the event that any Disabled Vehicle cannot be repaired within
three (3) business days after delivery to the Maintenance Location or receipt of
the notice set forth above, Lessor shall make available a standard substitute
Vehicle without modifications of approximately similar size and capability (the
"Substitute Vehicle") at a location of Lessor's choosing. The Substitute Vehicle
shall be subject to the terms and conditions of this Agreement and shall be
returned to the same location within three (3) business days of notice that the
Disabled Vehicle has been repaired, after which time Lessee shall pay lease
charges on the Substitute Vehicle at Lessor's standard card rates. Lessor shall
incur no liability if it cannot supply a Substitute Vehicle and Lessee's sole
remedy shall be abatement of rent. Lease charges applicable to the Disabled
Vehicle shall abate during the period commencing twenty-four (24) hours
following delivery thereof to the Maintenance Location or receipt of the notice
set forth above and ending on the earlier of the delivery of the Substitute
Vehicle to Lessee or three (3) business days following notice to Lessee by any
means that the original Disabled Vehicle is available.

            C. In the event that a Vehicle shall become totally destroyed,
stolen or otherwise unavailable to or unusable by Lessee for the balance of the
Lease Term, Lessee shall provide notice thereof to Lessor. Billing shall
terminate upon Lessor's receipt from Lessee of 115% of the Far Market Value of
the Vehicle ("FMV") prior to damage, destruction or loss, plus any additional
payments representing the unamortized portion of expenses associated herewith
for such Vehicle. At its sole option, Lessor may provide a permanent Substitute
Vehicle for the balance of the Lease Term. The lease rate for said permanent
Substitute Vehicle may be increased over the rate applicable to the terminated
Vehicle for specific expenses that must be recovered over the shortened term of
the Agreement.

            D. FMV shall be determined by Lessor to be the value that would be
obtained in an arm's-length transaction between an informed and willing buyer
and seller under no compulsion to sell and, without regard to drayage costs.

6. USE AND OPERATION. Lessee warrants that: (a) the Vehicles shall be used only
in the Continental United States and Canada and only for the transportation
and/or storage of (the "Products"); (b) the Vehicles shall not be operated by
any person other than agents or employees of Lessee, each warranted to be a
careful, dependable operator not operating under the influence of alcohol or
drugs, with a valid license to operate such Vehicles; (c) Lessee shall use each
Vehicle designated as a storage Vehicle for storage purposes only; (d) Lessee
shall comply with all current and future statutes, regulations, rules,
ordinances and orders of any governmental or quasi-governmental entity,
including without limitation environmental statutes, regulations, rules,
ordinances and orders, affecting the use, operation or maintenance of the
Vehicles (collectively "Applicable Laws"); (e) Lessee shall comply with the
Vehicle manufacturer's loading limitations and avoid abusive handling and
concentrated or excessive loads; and (f) Lessee shall provide Lessor with any
Vehicle operation data as may be required by any governmental agency and such
data shall be true and accurate. Lessee shall not use or permit any Vehicle to
be used for third-party advertising purposes without Lessor's prior written
consent. Lessee shall not remove any advertising placed by Lessor on any Vehicle
without lessor's prior written consent.

7. HAZARDOUS MATERIALS.

    A. Lessee shall not transport, load or store in or on any Vehicle any
ultrahazardous materials, medical wastes, hazardous wastes, infectious
materials, poison gases, radioactive materials, or explosives (collectively
"Ultrahazardous Materials"). If Lessor determines that Lessee has used the
Vehicle for such purposes, Lessor, in its sole discretion, may require Lessee to
purchase the Vehicle at 115% of such Vehicle's FMV prior to use for such
purposes.

    B. If any Vehicle is damaged, contaminated, stained, soiled or tainted as a
result of transporting, loading or storing Ultrahazardous Materials or any other
substances, Lessee shall promptly restore such Vehicle to its condition on the
Vehicle Delivery Date and, if decontaminated, provide proof of such
decontamination including, without limitation, methodology and pre and post
decontamination sampling results. Lessor, in its sole discretion and at Lessee's
sole cost, may have any Vehicle inspected and tested for any hazardous substance
or material by any inspector of Lessor's choosing. If Lessee fails to restore
any damaged, contaminated, stained, soiled or tainted Vehicle within seven (7)
business days of Lessor's demand therefor, Lessor may at its sole discretion (i)
require Lessee to purchase the Vehicle at 115% of such Vehicle's FMV prior to
use for such purposes or (ii) restore such Vehicle and invoice Lessee for costs
incurred.



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8. HOLD HARMLESS. Lessee shall indemnify and hold Lessor harmless from; (a) any
loss or damage Lessor may sustain as a result of any damage to or loss of any
Vehicle due to any cause, including without limitation collision, fire,
lightning, theft, explosion, flood, windstorm or Act of God; (b) any loss or
damage Lessor may sustain as a result of the death or injury to, or damage to
the property, including cargo, of any person as a result, in whole or in part,
of the use or condition of any Vehicle; (c) any loss, claim, liability, damages,
expense or disbursement, penalty or fine, disposal, remediation or corrective
action cost, or forfeiture or seizure that may arise in whole or in part from
the use or condition, actual or alleged, of any Vehicle or the failure, actual
or alleged, of Lessee to use and maintain any Vehicles as provided under this
Agreement and in compliance with Applicable Laws, unless such loss or damage
arises from Lessor's gross negligence; (d) any claim, lien or liability arising
from work performed or for materials supplied in connection with the operation
or maintenance of any Vehicle.

9. INSURANCE. Lessee shall at its sole cost and expense procure, and keep in
full force and effect from the initial Vehicle Delivery Date until the return of
all Vehicles, valid and pre-paid Commercial Auto Liability insurance and
Commercial Auto Physical Damage or Trucker's Liability insurance and Trucker's
physical damage policies satisfactory to Lessor with coverage for; (a) hired
autos (trailers) for bodily injury and property damage liability, with a minimum
combined single limit of one million dollars ($1,000,000) per occurrence or, if
any Vehicle is used to haul or store acceptable hazardous materials, a minimum
combined single limit of five million dollars ($5,000,000) per occurrence and
either an Environmental Impairment Liability or Pollution Liability endorsement
equal to the combined single limit per occurrence or a separate policy for
Environmental Impairment Liability or Pollution Liability with a minimum
combined single limit of five million ($5,000,000) per occurrence; (b) hired
autos (trailers) for physical damage providing collision and comprehensive
coverage with limits equal to the fair market value of the Vehicles with Lessor
as loss payee; and (c) Commercial General Liability for contractual liability
coverage for hold harmless agreements, with a minimum combined single limit of
one million dollars ($1,000,000) per occurrence. If the Vehicles are used solely
for stationary storage of non-hazardous materials, Lessee may provide only the
coverage set forth in subparagraph (c) hereof. If the Vehicles are used solely
for stationary storage of acceptable hazardous materials, Lessee may provide
only the coverage set forth in subparagraph (c) with a combined single limit of
five million dollars ($5,000,000) per occurrence and either an Environmental
Impairment Liability or Pollution Liability endorsement equal to the combined
single limit per occurrence or a separate policy for Environmental Impairment
Liability or Pollution Liability with a minimum combined single limit of five
million ($5,000,000) per occurrence. Each of the foregoing liability policies
shall name Lessor as an additional insured. All policies required herein shall
require written notice to Lessor at least thirty (30) days prior to cancellation
or material change. Lessee shall provide Lessor with prompt written notification
of any accident or other event involving any Vehicle that may give rise to
claims against Lessor. Lessee shall deliver to Lessor valid certificates of
insurance evidencing that insurance coverage in compliance with this Section 9
is in force. The first such certificate shall be delivered within 21 days of the
initial Vehicle Delivery Date and thereafter a renewal certificate shall be
delivered prior to expiration of the then outstanding certificate. Failure by
Lessor to demand or collect any such certificate shall not waive its rights
under this Section 9 or any other provision of this Agreement.

10. VEHICLE PROTECTION PLAN. If Lessee accepts the Vehicle Protection ("VP")
Plan and pays all required charges within 28 days of each invoice date, Lessee
shall not be liable to Lessor for loss or damage to any Vehicle arising from
collision, fire, lightning, theft, explosion, flood and windstorm in excess of
the VP Deductible per Vehicle, unless such loss or damage arises from
non-compliance with Lessee's obligations under this Agreement, and Lessee shall
not be required to provide comprehensive insurance coverage for physical damage
to the Vehicles. The VP Plan shall not be applicable to; (a) tire and/or wheel
theft, unless the trailer is stolen; (b) tire damage unless the tires are
damaged as a result of a collision; (c) collision with a road surface, ground or
any part thereof; (d) Vehicle upset due to load shift, improper operation or
jackknife; (e) floor damage resulting from improper loading or unloading of the
Vehicle; (f) damage caused by a tractor/trailer coupling or lifting operation;
or (g) damage caused by the hauling of hazardous or Ultrahazardous Materials.
Lessee shall indemnify and hold Lessor harmless from and against all losses,
damages and expenses not covered by the VP Plan LESSEE ACKNOWLEDGES THAT VP IS A
DAMAGE WAIVER PROGRAM, NOT INSURANCE COVERAGE. Lessee shall report any loss or
damage to which the VP waiver is applicable to Lessor within 48 hours of
occurrence, provide



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any requested documentation and fully cooperate with Lessor; non-compliance
herewith shall void the VP liability limitation. Lessor may change the VP rates
or cancel VP upon 10 days written notice. In the event of VP cancellation,
Lessee shall immediately provide comprehensive coverage for physical damage in
accordance with Section 9.

11. SAFETY INSPECTIONS. Lessee shall be solely responsible for ensuring that
each Vehicle is in compliance with all applicable safety regulations. Lessee
shall perform and pay for all required safety inspections and shall maintain
proper documentation evidencing said inspections. Lessee shall indemnify and
hold Lessor harmless from and against any fines, forfeitures, or penalties which
may arise from Lessee's non-compliance with the provisions of this Section.

12. LICENSES. Lessor, at its sole cost and expense, shall procure licenses and
registrations required for the lawful operation of each Vehicle in the states or
provinces set forth on Schedule AB. Increases in license and registration fees
during the Lease Term shall be the responsibility of Lessee and shall be billed
to Lessee at the beginning of each license period. If registration or testing is
required during the Lease Term, Lessee shall, at Lessor's direction, deliver the
Vehicles too the test stations during the required testing period and take
repossession upon the conclusion of registration and/or testing for the
remaining Lease Term.

13. TAXES. In addition to the lease and other payments as provided hereunder,
Lessee shall pay, or reimburse Lessor for payment of, any and all fees, fines,
penalties and sales and use taxes including, but not limited to, value added
taxes and personal property taxes or other direct taxes levied against or based
upon the price or value of the Vehicles or their use or operation, or levied
against or based upon the lease payments paid or to be paid hereunder, and any
other taxes levied against or based upon this Agreement or the executing,
filing, recording or performance thereof. The term "direct taxes" as used herein
shall include all taxes (except income taxes of Lessor), changes, and fees
levied, assessed, or charged by any taxing authority.

14. RATE AND BILLING.

    A. Lessee shall pay Lessor in advance for the use of each Vehicle at the
rates and upon the schedule set forth on Schedule AB.

    B. Miles traveled in excess of the Mileage Allowance set forth on Schedule
AB shall be billed each billing period for each Vehicle on an estimated basis.
Estimated excess mileage charges shall be determined by multiplying the
difference between the Estimated Mileage and the Mileage Allowance by the
Mileage Rate, each as set forth on Schedule AB. Actual miles traveled shall be
determined from the hubodometer attached to each Vehicle. If actual hubodometer
readings indicate greater mileage than billed as of the date of such reading,
then at Lessor's option the hubodometer reading shall constitute the basis for
an adjusted mileage billing. Adjusted mileage charges shall be billed as of the
date of such reading or at a time of the return of the Vehicle.

    C. Refrigerated van running time in excess of the Annual Reefer Hour
Allowance set forth on Schedule AB shall be billed each billing period for each
refrigerated Vehicle on an estimated basis. Estimated excess running time
charges shall be determined by multiplying the difference between the Annual
Estimated Reefer Hours and the Annual Reefer Hour Allowance by the Reefer Hourly
Rate, each as set forth on Schedule AB. Actual running time hours shall be
determined from the refrigerated van hour clock attached to each Vehicle. If the
actual clock reading indicates more hours run than billed as of the date of such
reading then at Lessor's option the clock reading shall constitute the basis for
an adjusted hourly billing. Adjusted hourly charges shall be billed as of the
date of such reading or at the time of the return of the Vehicle.

    D. Lessee shall immediately notify Lessor if any hubodometer or refrigerated
van clock has been removed or fails to function properly. The mileage and/or
refrigeration hours usage applicable shall be the higher of the mileage or hours
usage indicated by Lessor's records for Lessee from prior transaction or eighty
(80) miles per day and ten (10) refrigeration hours per day.

    E. If upon return of the Vehicle the actual mileage exceeds the Estimated
Mileage, Lessee shall pay an additional one-half cent ($.005) per axle per mile
therefor; for refrigerated Vehicles the excess charge shall be on and one-half
cents ($.015) per axle per mile.



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    F. If upon the return of any Vehicle or upon the replacement of any tire by
Lessor tread wear exceeds 1/32nd inch per tire for each five thousand (5,000)
miles traveled for a Vehicle with bias ply tires or ten thousand (10,000) miles
for a Vehicle with radial tires, Lessee shall pay Lessor a charge, based upon
the then current tire price, for each 1/32nd inch or fraction thereof of tread
wear in excess of such allowances. If upon the return of any Vehicle or
replacement of brakes by Lessor brake wear is in excess of 1/8th inch for each
twelve thousand five hundred (12,500) miles traveled, Lessee shall pay Lessor a
charge, based upon the then current price for a brake reline service, for each
1/8th inch or fraction thereof of lining wear in excess of such allowance.
Lessee shall be responsible for the replacement cost for cracked or scored brake
drums.

    G. Other charges due Lessor under this Agreement shall be billed to lessee
when incurred. Lessee shall pay all invoices within ten (10) days of the invoice
date without set-off or deduction. If Lessee fails to pay any amount when due, a
late charge of the lesser of 1/2% per month (18% per annum compounded monthly)
or the maximum legal rate shall be assessed on any amount not paid when due.
Payments received by Lessor after the due date shall be applied first to the
most recent invoices issued to Lessee without regard to Lessee's instructions.
Invoices shall be sent to the Billing Address set forth on Schedule AB or to
such other address as Lessee may instruct Lessor in writing. Lessor reserves the
right to offset any amount owed Lessee by any amount due Lessor hereunder.

15. EVENTS OF DEFAULT. The occurrence of one or more of the following shall
constitute an Event of Default: (a) Lessee fails to pay when due any rent or any
other payment under this Agreement; (b) Lessee fails to perform any other term
or condition of this Agreement and such failure remains unremedied for more than
ten (10) days after Lessor has requested Lessee to perform, except if such
default arises due to noncompliance with Section 9, which default shall become
effective immediately; (c) Lessee or any guarantor of Lessee (i) becomes
insolvent, (ii) commits an act of bankruptcy, (iii) becomes subject to any
voluntary or involuntary bankruptcy proceedings, (iv) makes an assignment for
the benefit of creditors, (v) appoints or submits to the appointment of a
receiver for all or any of its assets, (vi) admits in writing its inability to
pay its debt as they become due or (vii) enters into any type of voluntary or
involuntary liquidation; (d) Lessee defaults under any other agreement with
Lessor or any affiliate of Lessor; or (e) any letter of credit, guaranty or
other security given to secure the performance of this Agreement shall expire,
terminate or become worthless in the opinion of Lessor.

16. REMEDIES UPON DEFAULT. Upon any Event of Default, Lessor may, at its option
and without demand or notice to Lessee, do any one or more of the following; (a)
pay all amounts required to be paid or perform or cause to be performed all
obligations required to be performed by Lessee hereunder and charge Lessee as
additional rent the amount paid or the reasonable value of all services
performed therefor; (b) declare the net present value of the entire balance of
Rent for the remainder of the Lease Term, discounted by the rate for commercial
paper placed directly by General Electric Capital Corporation with an average
maturity of ninety (90) days as published in the Easter Edition of the Wall
Street Journal on the date of this Agreement, immediately due and payable by
acceleration and recover such amount as liquidated damages, the reasonableness
of such damages being acknowledged by Lessee; (c) suspend Lessor's maintenance,
repair and substitute vehicle obligations; or (d) terminate this Agreement and
Lessee's rights hereunder and require Lessee at its sole cost to promptly return
the Vehicles to Lessor at such locations as Lessor may designate. If Lessee is
in default of this Agreement or any other agreement with Lessor, Lessee shall be
declared in default of all existing agreements between Lessee and Lessor. No
termination, repossession or other act by Lessor after default by Lessee shall
relieve Lessee from any of its obligations hereunder. In addition, Lessee shall
pay to Lessor on demand the unamortized portion of any expense associated with
any Vehicle and all fees, costs and expenses incurred by Lessor in enforcing its
rights hereunder including, without limitation, reasonable attorney's fees. The
remedies provided in favor of Lessor shall be cumulative and in addition to all
other remedies provided in this Agreement or existing at law or in equity.

17. REPOSSESSION. If Lessee fails or refuses to promptly return any Vehicle to
Lessor after demand therefor, or if an Event of Default has occurred and is
continuing, Lessor shall have the right to enter upon any premises where
Vehicles are located and take immediate possession of and remove such Vehicles
and shall be deemed Lessee's agent for such purposes. If Lessor takes possession
of any Vehicle with other property contained in, upon or attached to such
Vehicle, Lessor may take possession of such



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property and hold it in Lessor's possession or in public storage for the account
and at the expense of Lessee or dispose of such property with no further
liability.

18. LESSEE OWNERSHIP; FINANCIAL CONDITION. If the ownership of Lessee changes or
there is a disposition of a substantial portion of Lessee's assets or a
substantial change in Lessee's financial condition at any time during the
Agreement term. Lessee shall promptly notify Lessor thereof and Lessor may
terminate this Agreement and demand the prompt return of the Vehicles or require
from Lessee additional financial security or assurances including, but not
limited to, cash deposits, letters of credit, escrow accounts and guarantees as
a condition to maintaining this Agreement in full force and effect. If Lessor
terminates this Agreement, Lessee shall pay all outstanding invoices and other
charges set forth in Section 16. Upon request, Lessee shall provide to Lessor
(a) within 45 days after the end of each quarterly accounting period and within
90 days after the end of each fiscal year, financial statements setting forth
comparative figures for the corresponding period in the preceding fiscal year
certified by an authorized financial officer of Lessee or by a recognized
independent public accountant as presenting fairly the financial information
shown therein and (b) such other financial data as Lessor may reasonably
request.

19. WARRANTY. Lessee acknowledges receipt of each Vehicle in good and
satisfactory condition. LESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES AS TO
ANY MATTER WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PURPOSE WITH RESPECT TO ANY VEHICLE, MAINTENANCE
OR REPAIR WORK. Lessor shall make available to Lessee the warranty benefits
provided by the Vehicle's manufacturer.

20. LIMITATION OF LIABILITY. Lessor shall not be liable in connection with this
Agreement for incidental, special, indirect, consequential or exemplary damages
of any kind, including without limitation, lost profits and business
interruption damages, suffered by Lessee or any other party. Lessee shall
indemnify and hold Lessor harmless from and against all claims arising out of
any such losses or damages. No right of Lessor under this Section 20 may be
waived unless in writing and signed by a corporate officer of Lessor.

21. VEHICLE RETURN. Lessee shall return each Vehicle to Lessor in good
condition, normal wear and tear excepted, with tires and brakes in accordance
with Section 4 hereof or any maintenance addendum executed in connection
herewith, and all Lessee identification, logos and decals, together with any
residue therefrom, removed to Lessor's satisfaction. Upon termination of this
Agreement in any manner permitted hereunder, or upon the return of any Vehicle.
Lessee shall deliver said Vehicle to Lessor at the Return Location set forth on
Schedule AB. In the event Lessee returns any Vehicle to any other location,
Lessee shall pay all costs incurred by Lessor in returning said Vehicle to the
Return Location. Any Vehicle not returned in good operating condition and
otherwise as set forth herein shall remain leased hereunder and Lessee shall
continue to pay lease payments required hereunder until the required repairs are
completed by Lessee in a manner acceptable to Lessor. Lessee pays Lessor the
actual or estimated cost of repair or Lessee purchases the Vehicle in accordance
herewith.

Lessor's acceptance of a leased Vehicle(s) at any Lessor's location prior to the
completion of the term does not constitute a termination of the Agreement for
the Vehicles(s) unless agreed to in writing by Lessee and Lessor.

22. LESSEE'S PAYMENT OBLIGATION. Upon the termination of this Agreement for any
reason whatsoever, including normal expiration, Lessee's payment obligations
under this Agreement shall not cease until each Vehicle has been returned to
Lessor or paid for as provided herein and all payments and charges due hereunder
have been paid in full. For any Vehicle lost, stolen, totally destroyed or
determined by Lessor to be damaged beyond reasonable cost of repair, Lessee
shall pay Lessor 115% of the FMV of such Vehicle prior to such event. There
shall be no abatement of lease payments and charges until said Vehicle has been
returned to Lessor properly repaired, replaced, or Lessor is compensated as
provided herein. At Lessee's request, Lessor may, from time to time, provide
maintenance and repair services for



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which Lessee is responsible under this Agreement. Lessee shall pay for such
services in accordance with this Agreement.

23. ASSIGNMENT. Lessee shall not sublet the Vehicle nor assign or transfer this
Agreement without Lessor's prior written permission, in which event Lessee's
obligations under this Agreement shall continue in full force and effect.

24. TITLE/FINANCING STATEMENTS. This Agreement is a lease and not a sale and
Lessee shall not by payment of rent hereunder acquire any right, title or
equitable interest in any Vehicle or its title. Lessee hereby grants to Lessor a
security interest in each Vehicle and any asset subject to any contract with any
affiliate of Lessor to secure the payment and performance of Lessee's
obligations under this Agreement.

25. LESSOR IDENTIFICATION. Lessor reserves to itself, its successors and
assigns, at all times during the Lease Term, the right to place and maintain in
one or more locations upon each Vehicle Lessor's or its designee's name, logo or
similar designation.

26. LIENS AND ALTERATION. Lessee shall keep each Vehicle free from any liens,
claims or encumbrances and Lessee shall not, without Lessor's prior written
consent, make or suffer any changes, alterations, or improvements (including
logos and decals) in or to said Vehicle or remove therefrom any parts,
accessories, attachments or other equipment. All Vehicle alterations and
improvements shall become the property of Lessor upon the termination of this
Agreement.

27. RENEWAL. In the event that Lessee shall, without further written agreement,
continue to hold any Vehicle upon the expiration of its Lease Term, Lessor at
its option may: (a) renew this Agreement for a term and at lease rate specified
in writing by Lessor upon ten (10) days prior notice: or (b) demand the
immediate return of each Vehicle to the Return Location. In the event that
Lessor does not elect either (a) or (b) above, any period during which Lessee
continues to hold any Vehicle shall be billed at the lease rates, subject to
change at any time by Lessor with advance notice to Lessee, and under the terms
and conditions set forth herein.

28. NON-PERFORMANCE OF DELIVERY. Lessor's delivery of the Vehicles may be
subject to delay. Vehicle delivery delay shall not constitute a default by
Lessor and Lessee's sole remedy therefor shall be abatement of rent. Lessee
shall hold Lessor harmless from and against any direct or consequential damages
which Lessee or any other parties may incur thereby.

29. THIS PARAGRAPH LEFT INTENTIONALLY BLANK.

30. NOTICES. Any notice, request or demand given under this Agreement, whether
or not required, shall be valid only if in writing and shall be deemed effective
three (3) days following deposit in a United States Post Office if mailed by
certified mail, return receipt requested postage prepaid, or upon receipt if
given in any other manner, addressed to Lessor to the attention of Contracts
Administration, Transport International Pool, Inc., 426 W. Lancaster Ave., Devon
PA, 49333, and to Lessee at the Address set forth on Schedule AB, or at such
other address as either party may designate in writing.

31. SCHEDULES/ADDENDA. In addition to Schedules AB and C/I, the following
Schedules/Addenda are hereby made a part of this Agreement.

    ADDENDUM MN, ADDENDUM RC, TRAILER PURCHASE ORDER NO. _____________
(INITIALED BY: RDH)

32. ENTIRE AGREEMENT. This Agreement; together with all amendments, schedules
and addenda, constitutes a single agreement and is not severable into separate
contracts. This Agreement, together with all amendments, Schedules and Addenda,
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings of
the parties, but without prejudice to Lessor's rights with respect to any breach
or default by Lessee under



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any such prior agreements, and shall be binding upon each party and their
respective representatives, successors, and assigns. This Agreement may not be
amended or altered in any manner except by a writing signed by duly authorized
representatives of Lessee and Lessor.

33. WAIVER. The failure of Lessor to insist at any time upon the strict
performance of any of the terms, covenants or conditions of this Agreement or to
exercise any right or remedy herein, or the waiver by Lessor of any breach of
any of the terms, covenants or conditions of this Agreement shall not be
construed as thereafter waiving any such terms, covenants, conditions, rights or
remedies.

34. MISCELLANEOUS. The form of this Agreement is intended for general use in the
continental United States and, in the event that any of the terms and provisions
thereof are in violation of or prohibited by any law, statute, regulation,
ordinance or order, such terms and provisions shall be deemed amended to conform
thereto without invalidating any other terms or provisions of this Agreement.
Lessee's indemnification obligations under this Agreement shall in each case
include attorneys' fees and costs and shall survive the termination of this
Agreement. This Agreement and the parties' rights and obligations hereunder
shall be governed by the laws of the Commonwealth of Pennsylvania. Lessee hereby
submits to jurisdiction and venue of any courts having situs in the Eastern
District of Pennsylvania and Chester County, Pennsylvania. Lessee hereby waives
any and all rights to a trial by jury of any claim arising in connection with
this Agreement. Section headings are for convenience only and shall not affect
the construction or interpretation of this Agreement.

35. CONFESSION OF JUDGMENT. Lessee irrevocably authorizes and empowers any
attorney of any court of record to appear for Lessee in any court (upon the
occurrence of an event of default hereunder) at any time to waive the issuance
and service of process and to confess and enter judgment against Lessee and in
favor of Lessor for such aggregate amount as is unpaid, with accrued interest,
together with costs and attorney's fees equal to fifteen percent (15%) of the
indebtedness then due hereon. The authority granted herein to confess judgment
against Lessee shall not be exhausted by any exercise thereof, but may be
exercised from time to time as often as there is occasion therefor until payment
in full of all amounts due hereunder.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto
have caused this Agreement to be executed by their authorized representative as
of the day and year set forth above


<Table>
<S>                                                <C>
LESSEE: WESTERN EXPRESS                            LESSOR: TRANSPORT INTERNATIONAL POOL, INC.


NAME:       DEE HOWELL                             NAME:          GILLIAN PIZONKA

TITLE:      VICE PRESIDENT, OPERATIONS             TITLE:         CONTRACT ANALYST

Signature:  /s/ R. Dee Howell                      Signature:  /s/ Gillian Pizonka
            --------------------------------                   -------------------------------------

Witness:    /s/ Charlene Franklin                  Witness:    /s/ Karen Williams
            --------------------------------                   -------------------------------------

Witness:                                           Witness:
(Printed                                           (Printed
Name)       CHARLENE FRANKLIN                      Name)       KAREN WILLIAMS
            --------------------------------                   -------------------------------------
</Table>