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                                                                   EXHIBIT 10.13



                               A G R E E M E N T

                                    Between

                             GREYHOUND LINES, INC.

                                      And

                  DISTRICT NO. 9, INTERNATIONAL ASSOCIATION OF
                              MACHINISTS, AFL-CIO


                                    Covering

                           ST. LOUIS GARAGE EMPLOYEES


         MEMORANDUM OF AGREEMENT - This Agreement, effective October 1, 1996,
and expiring October 1, 1999, is entered into by and between Greyhound Lines,
Inc. and its successors and assigns, hereinafter called the "Company," and the
District No. 9, International Association of Machinists, AFL-CIO, hereinafter
called the "Union."  The parties recognize that the assets of Greyhound Lines,
Inc. are under new ownership.  No contract language, award, adjustment,
interpretation letter, practice, or right agreed to between the Union and the
previous owners, or made binding between them  through arbitration or
otherwise, shall remain in effect unless expressly agreed to herein, or as
later agreed by the parties.  This Agreement may be modified only by formal
amendment signed by the parties.

The titles used in this Agreement are for reference purposes only and are not
to be considered as a part of this operative language.

As used herein, whenever "he" or "his" or their related pronouns appear, they
have been used for literary purposes and are meant in their generic sense to
include both female and male sexes.

If the Company, or any portion thereof, is sold, there shall be included in the
documents relating to such a sale a requirement that the purchaser accept and
be bound by this Agreement and all its terms for the duration of this
Agreement.

                                   ARTICLE I

Section 1 - Recognition

The Company recognizes the Union as the exclusive representative for purposes
of collective bargaining of all employees of the Maintenance Department of the
Company at its St. Louis, Missouri garage, excluding office clerical employees,
guards, professional employees, and all other employees and supervisors as
defined in the National Labor Relations Act, as amended.
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Section 2 - Definition, Journeymen Mechanics

Journeymen Mechanics shall have served as apprenticeship or otherwise have
acquired the knowledge, experience and ability to perform work assigned them,
within a reasonable time and in a satisfactory manner.


Section 3 - Definitions, Apprentice Mechanics

Apprentices are those employees primarily engaged in learning the trade of the
Journeyman Mechanic through working under the supervision of a Journeyman
Mechanic and also working as needed as a Greaser.

One (1) Apprentice may be employed for each five (5) Journeymen employed in
each Shop, but in any event, one (1) Apprentice may be employed in each shop.

Apprentices presently employed shall continue their apprenticeship training.
If new Apprentices are employed, the Company and the Union shall negotiate in
respect to the establishment of an apprenticeship training plan under which
such new Apprentices shall be trained.


Section 4 - Definitions, Working Foremen

Working Foremen shall be considered as a supervisory position and appointed by
the Company.  However, the Company agrees to interview and give every
consideration to the senior employee at the location where the vacancy exists,
but will not be required to post the Working Foreman's position for general bid
provided for by this Agreement.  Working Foremen shall remain members of the
Union.


                    ARTICLE II - MANNING OF MAINTENANCE WORK

It will be the Company's policy to have maintenance work historically performed
in its garages on Company operated vehicles continue to be performed at Company
garages, however, in cases of road failure, the Company may have emergency
temporary repairs made in order to operate the bus to a Company facility for
repairs.


                            ARTICLE III - UNION SHOP

All full and part-time employees covered by any portion of this Agreement must
become and remain members of the Union not later than the thirty-first (31st)
day following their date of employment as a condition of their continued
employment with the Company.





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                             ARTICLE IV - SENIORITY

Section 1 - Rosters

A Seniority roster of Machinists members who are employees at the St. Louis
garage shall be maintained and posted on the bulletin boards annually.  A copy
of the seniority roster will be furnished to the Union.  Protests to posting on
the seniority roster must be made within thirty days of posting, otherwise the
seniority roster will stand as issued, indisputable errors excepted.


Section 2 - Definition

Seniority as established shall be, after qualifying, the date of employment in
the St. Louis garage either by the Company or, if prior to March 19, 1987, by
Greyhound Lines, Inc.


Section 3 - Probational Employment

Employees will be given a probationary period of sixty (60) calendar days from
date of employment in which to properly demonstrate the ability to carry on the
duties of their position and unless notified to the contrary within the sixty
(60) calendar day period, it will be understood that the application has been
approved unless it later develops that false information materially affecting
the acceptance of the application for employment was given, in which event such
employee would be subject to dismissal by the Company.

Grievance procedure is not applicable to employees dismissed by the Company
during the first thirty-one (31) calendar days of the probationary period.


Section 4 - Reduction and Restoration of Forces

When forces are reduced, employees will be laid off in reverse order of
seniority starting with junior employee.  When forces are restored, employees
will be recalled in seniority order, subject to employee's qualifications to
perform the work as determined by the Company, with the most senior furloughed
qualified employee being the first recalled.  Recall notice shall be sent by
certified mail or telegram to the last address filed by the employee in writing
with the Company.  Employees recalled to work shall return to work within seven
(7) days after recall notice is sent.  Employees who fail to report for work
within the seven (7) day period shall forfeit all seniority rights and be
considered as voluntarily terminating their service with the Company.
Employees who are furloughed and who are not recalled by the Company within one
year following the date of furlough will lose all seniority rights after the
one year period and will no longer be subject to recall by the Company.
Employees to be laid off shall be given seven (7) days notice of such layoff.

The Company agrees that for the duration of the labor agreement, that it will
not layoff (furlough) journeymen mechanics at the St. Louis garage who were
hired prior to January 1, 1993.





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Section 5 - Transfer to Supervisory Status

Employees covered by this Agreement who are transferred to supervisory
positions in the Company's employ shall retain their seniority for a period of
sixty (60) days.  If they do not return to the bargaining unit within sixty
(60) days, they will forfeit all accrued seniority.


Section 6 - Leaves of Absence

Employees who are granted leaves of absence by the Company shall retain and
accrue seniority during such leaves, provided same do not exceed ninety (90)
days in any one (1) year.  Seniority shall not accrue during leaves in excess
of said period, excepting only in the case of leaves due to illness or injury,
in which event, seniority shall continue to accrue.


Section 7 - Shift Preference

Employees shall be given preference according to their seniority rank in
selecting a regular work shift and days off.  The Company shall determine the
number of employees of each shift and in manning shifts, shall assign junior
employees, in the classification involved, to shifts, if such shifts are not
manned, in keeping with the Company's requirements as a result of the selection
of shifts by the employees as above provided.  The Company shall assign
probational employees to such hours and days off as it may determine during
their probational period, provided that, in so doing, employees regularly
assigned shall not be displaced.


Section 8 - Loss of Seniority

An employee's seniority rights shall terminate if he:

         (1)     Quits.
         (2)     Is discharged.
         (3)     Is laid off for a period of one (1) year or more.
         (4)     After having been laid off, fails to report to work within
                 seven (7) days after recall notice is sent to him.
         (5)     Fails to report to work upon expiration of leave of absence.
         (6)     Is absent from work, without authorization of the Company, for
                 three (3) consecutive working days for
                 any cause other than personal illness or injury.
         (7)     Is furloughed and is not recalled by the Company within one
                 (1) year following the date of the
                 furlough.
         (8)     Becomes a supervisor and does not return to the bargaining
                 unit as stated in Article 4, Section 5.





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                    ARTICLE V - HOURS, OVERTIME AND HOLIDAYS


Section 1 - Work Day and Work Week

The regular work week shall be 40 hours, consisting of either five (5)
consecutive eight (8) hour days or four (4) consecutive ten (10) hour days.
The Company shall have the right twice per year to determine the percentage of
each after consultation with the Union, provided that no more than 25% of the
employees covered by this Agreement on March 19, 1987, shall be compelled to
work shifts of ten hour days without the consent of the Union.  Work performed
in excess of these limits shall be overtime and will be paid at the rate of
time and one-half.


Section 2 - Overtime

There shall be no pyramiding or duplicate payment of overtime or premium pay
for the same hours worked.


Section 3 - Distribution of Overtime Work

Overtime work will be divided as nearly equal as practicable among the
employees in the classifications involved who normally perform such work.


Section 4 - Call Backs

Employees who are called back to work after having left the Company premises
following the completion to the regular day's work, or on their assigned days
off, shall be paid for such work at the applicable overtime rate and shall be
paid a minimum of four (4) hours at such applicable overtime rate.  This
minimum shall not apply to employees who continue to work beyond the quitting
time of their regular assignment.


Section 5 - Holdovers

Employees who are required to work beyond the regular quitting time of their
shift shall be given as much advance notice thereof as circumstances will
permit, with the understanding that they shall be given at least two (2) hours
notice, except in cases of emergency.


Section 6 - Shifts

The present shift hours are as follows:

         1st shift -  7:00 a.m. to 3:30 p.m.
         2nd shift -  3:30 p.m. to Midnight
         3rd shift - 10:30 p.m. to 7:00 a.m.





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If the starting time of any job is changed by more than one (1) hour, that job
will be posted for bid.


Section 7 - Holidays

For employees with ten (10) or more years seniority there shall be eight (8)
paid holidays composed of New Year's Day; Martin Luther King, Junior's
Birthday; Washington's Birthday; Easter Sunday; Fourth of July; Labor Day;
Thanksgiving; and Christmas.

For employees with more than ninety (90) days but less than (10) years
seniority there shall be five (5) paid holidays composed of New Year's Day,
Fourth of July, Labor Day, Thanksgiving, and Christmas.  On his tenth
anniversary date of employment, an employee will be entitled to all subsequent
holidays in that calendar year to which employees with ten (10) or more years
seniority are entitled.  In order to receive holiday pay, an employee must work
the last scheduled work day prior to the holiday and also the first scheduled
work day immediately after the holiday.

Employees shall be paid at their regular hourly rate of pay for the number of
hours of their regular shift on the day of the holiday.

When a paid holiday falls within the employee's vacation period, the employee
shall receive an extra day off, with pay, for such holiday.


Section 8 - General Bid

There shall be one (1) general bid per year unless otherwise agreed between the
parties.  Employees may not change classifications at the general bid.

                               ARTICLE VI - WAGES

Section 1 - Hourly Wage Rate

Hourly Rates of Pay - Maintenance Employees

<TABLE>
<CAPTION>
                                  Effective        Effective        Effective
Classification                     10/1/96          10/1/97          10/1/98 
--------------                    ---------        ---------        ---------
<S>                               <C>              <C>              <C>
Working Foremen                  
---------------                  
                                 
-        Regular Hourly Rate      $15.42           $15.88           $16.36
                                 
Mechanic                         
--------                         
                                 
-        Regular Hourly Rate      $15.11           $15.56           $16.03
                                 
Partsmen                         
--------                         
                                 
-        Regular Hourly Rate      $13.60           $14.00           $14.42
</TABLE>





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Employees who ordinarily are classified and carried in a lower-rated
classification, but who are assigned by the Company, from time to time, to work
in a higher-rated classification shall be paid, while working in a higher-rated
classification, at the starting rate for that classification for four (4) hours
for assignments of four (4) hours or less, and for eight (8) hours for
assignments of more than four (4) hours and up to an including eight (8) hours.
Employees who are classified and carried in a higher-rated classification, but
who are required by the Company to work in a lower-rated classification when
work is available for them in their regular classification shall be paid for
such work in the lower-rated classification, at their regular rate of pay.
Employees who are offered and elect to take available work in a lower-rated
classification, in preference to being laid off on account of reduction of
force, shall be paid for such work at rates for the classification in which the
work is performed.


Section 2 - No Reduction, etc.

No employee shall have his wages reduced as the result of the signing of this
Agreement.  Nothing herein shall prohibit the paying of a higher rate of pay at
the discretion of the Company.


Section 3 - Pay Days

Employees will be paid on a bi-weekly payroll.  In addition, the Company
reserves the right to name the day of the week that the bi-weekly payroll would
be paid on and reserves the right to set up a reasonable lead time for payroll
cutoff.


Section 4

The Company shall have the right to increase wages on a location basis to meet
market concerns.  Such increase will not be on an individual basis, but must
cover all employees in the classification.  The Company will meet with the
Union prior to announcing such increases.


                            ARTICLE VII - SICK LEAVE

Section 1

(a)      Any sickness or injury which prevents an employee from performing the
         duties of his regular job with the Company shall be considered as
         sickness under this Article, provided, however, that no employee shall
         receive benefits thereunder whose sickness is caused by venereal
         diseases, intoxication, or any injury which may be the result of any
         intoxication by alcohol or drug addition, or any condition occurring
         while violating any criminal law or resulting therefrom.

(b)      Employees having one (1) year of seniority shall be eligible for sick
         leave for each assigned work day off not in excess of five (5) days
         per year.  A work day shall be at the regular hourly rate for the
         number of hours of the employee's regular shift on the day missed.





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         Employees who did not use the sick leave they are entitled to, as
         outlined above, shall be entitled to up to two (2) weeks (ten (10)
         working days) accumulated sick leave, in addition to the annual sick
         leave allowance provided for above.  This same procedure shall be
         applicable to the application and granting of accumulation of sick
         leave for the remaining years of the contract.  The maximum sick leave
         allowance shall not exceed three (3) weeks (fifteen (15) working days)
         in any one year.  All employees shall be permitted to carry over all
         sick leave accumulated and outstanding with Greyhound Lines, Inc. as
         of March 18, 1987.

(c)      There shall be a three (3) day waiting period, in respect to each
         sickness, for and during which no sick leave benefits shall be due or
         payable.  This waiting period shall begin on the day on which the
         employee visits or is visited by a doctor and shall include days off,
         as well as scheduled work days.  If an employee is disabled during his
         regular working hours and has worked less than four (4) hours, the
         preceding day shall be considered as the date last worked.  If he has
         worked four (4) hours or more, that day shall be considered as the
         date last worked.  Following the completion of said waiting period,
         the employee shall receive sick leave pay for each regular assigned
         work day lost because of such sickness, up to the maximum sick leave
         credit to which he is then entitled.  In the event the loss of time
         from work, on account of sickness, is compensable under any present or
         future state or federal compensation act or claims against a third
         party, then only the difference between the sick leave allowance and
         the amount paid under such compensation act or third party suit or
         settlement for such loss of time shall be payable hereunder.  When
         payment is made for the difference in earnings, such payment will be
         considered as payment for a full day of sick leave.

         Sick leave claims involving Workmen's Compensation will not be paid
         until the employee returns to work and his rights under the Workmen's
         Compensation Act are fully determined.  In the event the employee
         terminates his employment with the Company without returning to work,
         such sick leave claims will be honored when his rights under the
         Workmen's Compensation Act have been fully determined.  Sick leave
         claims, involving injuries sustained outside the course of employment,
         where an employee has a claim or suit pending against a third party
         for such injuries and resulting damages, will not be paid until the
         employee returns to work and his claim against the third party has
         been disposed of by trial or settlement.

(d)      No employee shall be entitled to receive benefits under this plan for
         any time lost by reason of sickness while on vacation.  However, if an
         employee should become sick while on vacation and is unable to return
         to work at the end of his vacation, his three (3) day waiting period
         shall commence on the first regular scheduled work day following the
         conclusion of his vacation.





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(e)      In order to receive benefits under this plan, the employee shall
         submit to the Company medical evidence of his disability from a
         Company physician or other bona fide, licensed medical doctor, and if
         requested, on forms to be provided by the Company.  The expense of
         this medical evidence shall not be borne by the Company.  The Company,
         as its option, may require a special examination of the employee by a
         doctor to be designated by the Company.

         This shall be done without cost to the employee.  Notification of
         absence on account of sickness shall be given to the employee's
         immediate supervisor as soon as possible.  Application for sick leave
         benefits shall be filed with his supervisor within five (5) days after
         return of the employee to duty.

(f)      Any employee found to have abused the sickness benefit privilege by
         falsification or misrepresentation shall thereupon be subject to
         disciplinary action and reduction or elimination of sickness benefits,
         and shall further restore to the Company amounts paid to him for
         period of such absence.


                          ARTICLE VIII - BENEFIT PLANS

Section - 1

(a)      Employees currently in the Amalgamated Council of Greyhound Local
         Unions pension plan will remain in such plan and in addition the
         Company, effective October 1, 1996, will contribute on behalf of those
         employees twenty-five dollars ($25.00) per month for the life of the
         contract for regular full-time employees to the Automotive Industries
         Plan.

(b)      Effective October 1, 1996, the employer will make a maximum combined
         contribution to the health and welfare and pension funds of $495.00
         per month per regular full-time employees.  Said contributions will be
         increased to $535.00 per month on October 1, 1997 and to $575.00 per
         month on October 1, 1998.

(c)      For those employees in (a) above, the contributions in (b) will be
         used for health and welfare premiums only.

(d)      For all other employees, the contributions will be used for both
         Health and Welfare and Pension contributions.

(e)      The health and welfare benefit plans will be determined by the Union
         and the Union will notify the Company where to send the required
         payments.

(f)      The employer agrees to accept the provisions of the various Trust
         Agreements and agrees to sign and be bound by the terms of said
         Agreements.





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<PAGE>   10
Section 2

Employees will be permitted to participate in the Greyhound Lines, Inc. Cash or
Deferred Retirement Plan for Represented Employees with the understanding that
the Company is not obligated to make any matching contributions on behalf of
such employee.  The Union agrees to accept and abide by the terms of the Plan
and the related Trust and the Union agrees to waive its rights to participate
in any discussions regarding the administration, amendment or terminating of
the Plan or the related Trust.


                            ARTICLE IX - UNION DUES

The Company agrees to check-off and remit to the financial officer of the
respective District or Local Union monthly from the pay of each employee who is
a member of the Union, and who has so authorized the Company in writing, all
dues, initiation fees, regular assessments as may be assessed against such
member, and such voluntary contributions to the Union as may be separately
authorized by the employee.  Requests for check-off of assessments will be
signed by the financial officer of the District or Local Union.


                             ARTICLE X - VACATIONS

Section 1

Vacations shall be granted in the following manner:

         (a)     Employees who complete one (1) year but less than fifteen (15)
years of continuous employment shall be granted a vacation of two (2) weeks
with pay.

         (b)     Employees who complete fifteen (15) years but less than
twenty-five (25) years of continuous employment shall be granted a vacation of
three (3) weeks with pay.

         (c)     Employees who complete twenty-five (25) years of continuous
employment but less than twenty-seven (27) years of continuous employment shall
be granted a vacation of four (4) weeks with pay.

         (d)     Employees who complete twenty-seven (27) years of continuous
employment or more shall be granted a vacation of five (5) weeks with pay,
effective with the 1997 vacation bid.

("Week", as used herein, shall mean forty (40) hours).

The annual posting date of vacations shall be during November, with vacations
to be taken during the following calendar year.  The number of weeks vacation
to be bid in November will be determined by the employee's seniority during the
calendar year in which the vacation is taken. The Company will post a vacation
schedule, on or before the 1st day of November of each year, listing each week
separately for the twelve (12) month period, commencing on January 1 next
following such posting and will designate how many employees can be released
for vacation purposes each week.  Twenty (20) days, after such schedule has
been





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posted, all employees eligible or who will become eligible during such vacation
period shall then immediately express their choice of vacation period, in
accordance with seniority ranking, on a bid sheet presented to the employee for
that purpose.  Vacation bidding will be completed by December 1.

An employee who does not express his choice when the bid sheet is presented to
him shall be passed up and not entitled to express his choice until after the
bid sheet has been presented to all other eligible employees.

The Company will cooperate with the Union in attempting to allow as many
employees as possible to take vacation during the months of May through
October.

All vacations must be taken within the period designated by the employee's bid,
or if no bid, within the period designated by the Company.  Employees who are
on furlough, leave of absence, or otherwise absent and are not reached by the
bid sheet shall, upon return to work, select a vacation period from those then
remaining open for bid.  Employees who fail to bid must take vacations at a
time designated by the Company.

Employees who are absent from work during their regular assigned work period,
in any service year, shall forfeit one-twelfth (1/12) of the vacation
allowance due them for that service year for each aggregate of 173 hours not
worked during said year.  A period of time not worked of less than four (4)
consecutive hours, shall not be taken into account in computing such aggregate.
No deduction shall be made from the vacation allowance for absence due to bona
fide illness or disability for the first 519 hours of such absence in any
service year.

For each aggregate of 173 hours worked by an employee as overtime during his
service year, he shall receive an allowance of one-twelfth (1/12) of his
vacation allowance which shall be applied only as a credit against an equal
amount of deduction assessed because of absence.  Penalties or credits shall
not be extended beyond the period in which assessed.

Employees who have completed earning an annual vacation and who leave the
service for any cause, prior to taking such earned vacation, shall be paid an
amount of money equal to such earned vacation.

Employees who are discharged for cause, at any time, during their service year
and those who voluntarily leave the service of the Company, prior to having
worked six (6) months of their service year, for which, if completed, they
would be entitled to a vacation shall receive no vacation allowance for that
service year.

Employees whose service entitled them to qualify for a vacation and who
voluntarily leave the service of the Company, after having worked six (6)
months of their service year, for which, if completed, they would be entitled
to a vacation shall be paid their vacation allowance, pro-rata, for the time so
worked.

Employees leaving the service of the Company will be charged the number of days
vacation not earned for which they have been paid.





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<PAGE>   12
                        ARTICLE XI -GRIEVANCE PROCEDURE


Section 1

Should any difference or dispute arise involving the interpretation or
application of any of the terms or provisions of this Agreement or the
discipline or discharge of any employee covered hereby, it shall be settled in
the following manner:

         (1)     The aggrieved party or his Union representative shall give a
                 clear, written statement of the grievance to the
                 Superintendent or his designated representative within ten
                 (10) days from the date of the occurrence causing such
                 grievance.  In cases of discharge, the grievance must be filed
                 within five (5) days of the date of the discharge.  The
                 Superintendent shall make his written decision within ten (10)
                 days after such grievance has been so presented, the employee
                 affected, if any, may present such grievance with the Shop
                 Steward.

         (2)     If the Superintendent's decision is not satisfactory, appeal
                 therefrom may be taken to the Regional Manager of Maintenance,
                 provided written Notice of Appeal is given within ten (10)
                 working days of the date of the Superintendent's decision;
                 otherwise, the latter decision shall be final.  If such appeal
                 is taken, the Regional Manager of Maintenance or his
                 designated representative shall render his written decision
                 within ten (10) working days after the appeal is presented to
                 him.


Section 2

If the foregoing grievance procedure does not result in the satisfactory
disposition of the grievance, it may be submitted to arbitration for settlement
in accordance with the following procedure:

         (1)     Notice of Arbitrate shall be given, in writing, to the
                 Industrial Relations Department of the Company within ten (10)
                 working days of the date of the decision of the Regional
                 Manager of Maintenance or his designated representative;
                 otherwise, the latter decision shall be final.

         (2)     If such notice is given, the Union shall appoint an Arbitrator
                 and the Company shall appoint an Arbitrator, within ten (10)
                 working days after the Notice to Arbitrate is received by the
                 Company.  The two Arbitrators so appointed shall meet within
                 ten (10) working days for the purpose of attempting to decide
                 the grievance.  Should they fail to agree upon a decision and
                 upon a mutually acceptable third Arbitrator within ten (10)
                 working days, the party involving Arbitration shall request
                 the Federal Mediation and Conciliation Service to nominate
                 five (5) persons to serve as the third Arbitrator.





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<PAGE>   13
                 The party requesting such nominations shall strike the names
                 of two (2) such nominees and refer the list of the three (3)
                 remaining nominees to the other party, who shall strike two
                 (2) names therefrom and the remaining nominee shall be the
                 third Arbitrator.

The Arbitrator so selected shall proceed to hear and decide the matter
expeditiously.  Each party shall bear the fees and expenses of the Arbitrator
selected by it and the witnesses called by it and the two shall share equally
the fees and expenses of the third Arbitrator, as well as the other costs of
the Arbitration proceeding.  The decision of the majority of such Arbitrators
made within their jurisdiction shall be final and binding on the Union and the
Company.  The Arbitrators shall not have authority to change or add to any of
the provisions of this Agreement or to pass upon any matter not submitted to
them.

Failure of either party to adhere to the time limits will result in forfeiture.

The time limits set forth in this Article may be enlarged by written agreement
of the parties.


Section 3

Discipline charged to an employee's record, which is over eighteen (18) months
old will not be considered by the Company, providing there is no other
discipline within the eighteen month period.


Section 4

Prior to arbitration the Automotive Coordinator, or his designee will meet with
the Company's Labor Relations representative, or his designee with the
authority to resolve the dispute.


                      ARTICLE XII - NO STRIKE - NO LOCKOUT


There shall be no lockout by the Company, and there shall be no strikes or
other work stoppages of any variety called by the Union, for the duration of
this Agreement.

Where a labor dispute arises with another Union recognized by the Company and a
legal picket line is established at or around a Company terminal, garage, or
other facility, our employees, who are members of the International Association
of Machinists, will be permitted to honor such a legal picket line only at the
facility where work of the other Union local is or was being performed at the
time of the dispute as a regular job or bid shift.





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<PAGE>   14
                      ARTICLE XIII - UNION REPRESENTATIVES


Section 1 - Shop Steward

The Company agrees that the members of the Union may choose from the regular
employees in such shop a representative or steward to act in behalf of the
members of the Union in such shop, in any capacity assigned to such
representative or steward by the Union, provided, however, that such activity
on the part of such representative or steward shall not interfere with the
normal and regular shop operations.

Section 2 - No Discrimination Against

The Company agrees that officers, business representatives of the Union and
shop stewards shall not be discriminated against on account of their
activities.  There shall be no discrimination against any man who may be
elected to serve as shop steward.


                           ARTICLE XIV - PICKET LINES

Section 1

When work in progress on equipment of the Company, at its St. Louis Garage, is
sent out to a commercial shop, equal opportunity shall be given to such
commercial shops.


                     ARTICLE XV - MANAGEMENT OF OPERATIONS


It is not the intent of this Agreement to include matters of management herein,
and the Company reserves to itself the management, conduct and control of the
operations of its business, including:  (1) the determination of the type,
kind, make and size of equipment and when, how and where such equipment shall
be used; (2) the prescribing of rules, instructions and regulations for the
safe, proper and effective conduct of its business in a competitive
environment; (3) the number and qualifications of employees employed by it and
their reasonable standards of conduct; (4) the assignment of work to the extent
not specified herein; and (5) except as limited by the Article titled "Manning
of Maintenance Work," the use of leased operations and independent contractors.
The Company also reserves the right to change decisions within the scope of
this Article at any time.





                                       14
<PAGE>   15
                      ARTICLE XVI - PHYSICAL EXAMINATIONS


Section 1

All employees covered herein, upon request of the Company, must submit to a
physical examination, by competent medical authority, approved by the Company.
Employees will be accorded a reasonable amount of time during regular working
hours, at regular rates, for such examination.  It will be the policy of the
Company to request only one (1) examination a year, except in special instances
where a re-examination is necessary to determine whether or not recommendations
for corrections for an infirmity have been made.

Employees failing to pass such examination shall be disqualified from service.
If written request therefore is made within ten (10) days after such
disqualification, the employee may obtain an examination by two (2) physicians,
one of whom shall be selected and paid by him or his representatives, and the
other shall be selected and paid by the Company.  If the two physicians so
selected cannot agree, they shall select a third physician who shall be paid by
the employee and the Company, share and share alike, and the decision of the
majority of such physicians shall be final.

If, in such examination, disqualifications are found which, in the judgment of
such physicians, can be corrected by treatment, the employee will be given a
reasonable time in which to effect such correction.  If such employee is able
to work, he will be permitted to do so upon certification to that effect by the
examining physician or physicians.

Failure of such employee to request further examinations, as above provided, or
failure to effect required corrections, within a reasonable time, will
terminate his employment.

Employees who pass such examination, but who are requested or required to
correct physical defect or infirmities shall be furnished with a copy of the
Company Physician's Report.  If such request or requirement is not disputed, it
shall be complied with in a reasonable time.  If same is disputed further,
examination may be had and the matter decided in the manner above provided.  An
employee may be suspended for failure or refusal to comply with recommendations
or requirements for the correction or repair of any correctable infirmity until
he has complied therewith.





                                       15
<PAGE>   16
                        ARTICLE XVII - LEAVES OF ABSENCE

Section 1

A leave of absence may be granted on written application from employee stating
reason for the leave.

A leave of absence will not exceed ninety (90) days in a calendar year wherein
there will be no loss of seniority.  An extension of the leave beyond the
ninety (90) days may be granted upon proof of medical necessity or explanation
acceptable to the Company.

An employee on sick leave must report to the Company, at intervals of not to
exceed ninety (90) days each, concerning his condition and the probable
duration of his illness or disability.


Section 2 - Overstaying Leaves

An employee overstaying his leave of absence, unless detained by conditions
beyond his control, will automatically sever his connection with the Company.


Section 3 - Permission to be Absent

An employee desiring to be absent from work must personally obtain permission
from his foreman, preferably in writing, but if sickness or other unavoidable
causes prevent him from reporting for work, he shall notify his foreman as
early as possible.  The Company may require an employee who claims to have been
off duty because of illness to furnish a statement from a reputable physician
with respect to such illness.


Section 4 - Military Leaves

Employees enlisting or entering the military or naval service of the
government, pursuant to the provisions of the Selective Service and Training
Act of 1940, as amended, shall be granted all rights and privileges provided by
that Act and, particularly, by Section 8 thereof.  And, in addition thereto, it
is understood and agreed that all employees referred to in the foregoing
sentence shall retain and accumulate seniority rights during their tour of
military or naval service.


                         ARTICLE XVIII - MISCELLANEOUS


Section 1 - Drinking Fountains, etc.

Sanitary drinking fountains shall be provided in or convenient to the garage
and proper heating, lighting and ventilation of the garage for the comfort of
the employees shall be maintained.  The Company shall furnish employees hand
towels, bath towels, and soap, with proper quarters for washing and dressing.
Anyone losing, damaging or destroying towels will be required to pay for same.





                                       16
<PAGE>   17
Section 2 - Health and Safety

The Company agrees that any conditions detrimental to the health or safety of
employees will be corrected after being brought to its attention.  Employees
will be required to use safety devices provided by the Company in accordance
with posted instructions.  Employee representatives will be appointed to a
safety committee and periodic meetings of the safety committee will be held as
required.

The Company will work with the Union to insure a safe workplace and the Company
shall furnish all maintenance employees, when exposed to foul weather proper
foul weather gear which shall consist of rainsuits and individual boots where
the shoeless type is used.

The Company will attempt to get as many employees as possible involved in the
safety committee by rotating the employee representative on a periodic basis.


Section 3 - Tools

Special tools for use on Company equipment shall be furnished for the use of
the employees.  Employees will be required to carry such first class hand tools
as the work of their classification requires.  The Company will furnish, if
obtainable, not more than (2) flashlights per year to each employee whose work
requires such equipment and will also furnish all such flashlight batteries as
are necessary to such work.


Section 4 - Insurance on Tools

The Company's present fire insurance coverage in respect to employees' tools
and personal effects shall be continued in force.


Section 5 - Bulletin Board

A bulletin board will be provided, in a suitable place, in the garage for the
exclusive use of the Union.


Section 6 - Union Emblem

Union members will be permitted to wear the emblem of the Union on service
uniforms in a position designated by uniform regulations of the Company.


Section 7 - Passes

Employees, and those dependent upon them for support, will be given the same
consideration in the issuing of free or reduced rate transportation over the
Company's lines and its connecting carriers as is granted other employees of
the Company.





                                       17
<PAGE>   18
Section 8 - Work Away From Garage


When employees are assigned to perform work away from the St. Louis garage
facilities, they shall be paid for time necessarily spent in traveling to and
from the place where such work is to be performed and for time spent working.
Employees so used shall be paid at the applicable overtime rate for all work
performed in excess of their regular daily scheduled hours.  Overtime will be
paid only for actual overtime worked.  Such employees will not be relieved from
duty for the purpose of avoiding the payment of overtime when continuous work
would complete the assignment.

Employees on such assignments shall be reimbursed for actual, reasonable
expenses for meals and lodging incurred while on such assignments, as well as
for necessary cost of transportation, if same is not furnished by the Company.
Proper receipts covering such expenses shall be furnished to the Company to
support claims for reimbursement.  Upon request, the Company will furnish such
employees with a cash advance to cover such expenses, in which event, the
employee will account to the Company for such advance promptly following the
completion of each such assignment.


Section 9 - Employees' Current Address

Each employee covered by this Agreement shall keep the Company promptly and
currently advised, in writing, of his residence address.


Section 10

Non-bargaining unit employees including supervisory employees shall not perform
bargaining unit work except for instruction or training, testing materials or
products, or in emergency situations, including those caused by production
difficulties or the unavailability of qualified personnel.


Section 11

Employees at service islands will have the option to substitute insulated
coveralls for one set of uniforms.


                           ARTICLE XIX - JURY SERVICE


Section 1

Employees who are required to serve on juries shall be made whole in pay for
the time necessarily lost from their regular work assignment on account of such
jury service.


                           ARTICLE XX - FUNERAL LEAVE


Employees will receive up to three (3) days paid leave per occurrence for loss
of a parent, spouse or child.  Pay will be only for scheduled time missed.  The
Company reserves the right to request written proof.





                                       18
<PAGE>   19
                             ARTICLE XXI - LEGALITY


Section 1

         (a)     In the event that any part or provision of this Agreement
                 shall be rendered or declared invalid by reason of any law,
                 regulation, order or decree of any court or board, then only
                 that part of  provision rendered or declared invalid shall be
                 considered null and void, and the remainder of this Agreement
                 shall remain in full force and effect, according to the
                 original terms; provided, however, that in such event, the
                 parties agree to negotiate, in good faith, for such modified
                 provision as will be valid on the subject matter.


                                  ARTICLE XXII


Section 1

There shall be no discrimination in hiring, promotions, or other aspects of
employment because of race, creed, color, national origin, age or sex.


                  ARTICLE XXIII - EFFECTIVE DATE AND DURATION


This Agreement shall be in effect from October 1, 1996, until and including
October 1, 1999, and shall remain in effect from year to year thereafter unless
changed or terminated as herein provided.

Either party desiring to make any changes or modifications in this Agreement to
become effective at the end of the initial term or any annual extension
thereof, or desiring to terminate this Agreement at the expiration thereof,
shall notify the other party in writing of its desire either to enter into
negotiations for the purpose of making changes or modifications herein or of
its desire to terminate this Agreement at least sixty (60) days prior to the
expiration of the initial term or any extension hereof.  In the event that any
change or modification so requested by either party is not mutually agreed upon
prior to the expiration date of this Agreement or any renewal thereof, the
Agreement shall terminate at such expiration date unless the same shall be
extended by mutual consent.  After receipt of notification requesting changes
or modifications in the Agreement, the parties agree to set a mutually
satisfactory date to meet and discuss same.

The foregoing is the complete collective bargaining Agreement entered into by
and on behalf of the parties signatory hereto, indisputable errors and/or
omissions accepted.





                                       19
<PAGE>   20





Signed this         day of                 , 1996.
            -------        ----------------



GREYHOUND LINES, INC.             DISTRICT NO. 9, INTERNATIONAL ASSOCIATION
                                  OF MACHINISTS, AFL-CIO

BY: /s/ J. FLOYD HOLLAND          BY: /s/ MERRILL FROST
    ----------------------------      ----------------------------


BY: /s/ BOB TANCOS                BY: /s/ LARRY A. SMITH
    ----------------------------      ----------------------------


BY:
    ----------------------------





                                      20
<PAGE>   21
                      [GREYHOUND LINES, INC. LETTERHEAD]




                                                        October 8, 1996





Mr. Merrill Frost
Automotive Coordinator
I.A.M.
9000 Machinists Place
Upper Marlboro, Maryland  20772-2687

Dear Mr. Frost:

        During contract negotiation, the parties discussed the alcohol policy
as outlined in rule 12 of the Maintenance Rule Book.

        Effective with the ratification of a new labor agreement, the Company
agrees to change the existing rule by deleting the last paragraph and
substituting the following:


              "An employee who is in violation of this rule will
              be terminated, however he will be reinstated upon
              completion of an approved rehabilitation program,
              provided he applies for reinstatement within sixty
              (60) days from date of discharge.  Such employee
              will be subject to random testing for a period of
              one (1) year from date of reinstatement.  The
              Company will pay for such testing.  A second
              violation of this rule will result in termination.

        Please confirm your understanding and acceptance of the above.

                                           Very truly yours,



                                           /s/ BOB TANCOS

                                           Bob Tancos
                                           Senior Director, Industrial Relations


Agreed:  /s/ MERRILL FROST
       -----------------------------
       Merrill Frost    10-9-96

<PAGE>   22
                            LETTER OF UNDERSTANDING


RE:     TRAINING - APPLIES TO ALL I.A.M. LOCATIONS


The Company and the Union are committed to enhancing the skills of employees.
It is the intent of the parties that the Company will provide and the employees
will participate in training.

Not withstanding any language in the various labor agreements, it is agreed
that an employee's shift and/or days off may be changed to allow them to attend
training sessions.  If such a change is made, the employee will be notified of
such change at least fourteen (14) days prior to the change.

If a change is made to an employee's shift and/or day off, the employee will be
paid at his regular straight time hourly rate for the time necessary to attend
such training.

/s/ RICHARD M. COTE  10-9-96            /s/ ROBERT J. TANCOS  10/9/96
----------------------------            -----------------------------
For the Union:                          For the Company:

/s/ LARRY A. SMITH                      /s/ J. FLOYD HOLLAND  10/9/96
----------------------------            -----------------------------

/s/ MERRILL FROST    10/9/96            /s/ ILLEGIBLE         10/9/96
----------------------------            -----------------------------

/s/ MICHAEL L. DAY   10/9/96            /s/ ILLEGIBLE         10/9/96
----------------------------            -----------------------------

/s/ ILLEGIBLE
----------------------------