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                                                                   Exhibit 10.11

                             MEMORANDUM OF AGREEMENT

         This Agreement, effective October 1, 1998, and expiring January 31,
2004, represents the joint commitment of Greyhound Lines, Inc. hereinafter
referred to as the "Company," and Amalgamated Transit Union National Local 1700,
hereinafter referred to as the "Union," to the continued growth of their
relationship with the goals of superior customer service, stable employment, and
the success of the business. The parties recognize that the Company continues to
face enormous challenges to its long-term success. A major factor in that
success will be providing passengers with cost effective, timely and efficient
service. The business of the Company is customer service and the Company and the
Union agree to direct their efforts so quality customer service becomes and
remains the paramount consideration. The parties believe that the way to achieve
success will be to continue to work together in a pro-active relationship based
upon mutual gains, cooperation, open communications, flexibility, and informal
resolution of issues.

         As part of their efforts to establish and maintain a constructive
relationship in which the Company, the Union, and the represented employees work
together to achieve joint and shared success, the parties will meet regularly,
no less than biannually, separate from the meetings called for otherwise in this
Agreement, to review and resolve any concerns, to plan for future developments,
and to develop mutual solutions. These special meetings will be reserved for
enhancement of the parties' working relationship, not for grievances.

-        No contract language, award, adjustment, interpretation letter,
         practice, memorandum of understanding, or right agreed to before the
         effective date of this Agreement remains in effect unless expressly
         agreed to herein or subsequently agreed to and incorporated.

-        Written communications by and between the Company and the Union will be
         answered promptly in writing.

-        If the Company is sold, there will be included in the documents related
         to such sale a requirement that the purchaser recognize and bargain
         with the Union. The Company will not be a guarantor or be held liable
         for any breach by the purchaser.

         Whenever "he" or "his" or their related pronouns appear in this
Agreement, they are used for literary purposes and include both females and
males.

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                                     GENERAL

ARTICLE G-1. SENIORITY -- Full-time and part-time employees other than operators
will have seniority measured from the hour and date of first work performed in
the department to which they are assigned in the service of the Company, or in
the service of Greyhound/Dial before March 19, 1987 or Trailways before July 14,
1987. Should two or more employees commence service on the same date and hour,
the date and hour of the application for employment will determine the order of
their seniority.

         Seniority and service of operators who were in the service of
Greyhound/Dial before March 19, 1987 or Trailways before July 14, 1987 will
remain unchanged from previous collective bargaining agreements. All other
operators will have seniority measured from the date of placement on the
extraboard, or if an operator becomes a regular operator and is not placed on
the extraboard, the date of pulling his first regular run. In the case of
identical dates, operators' seniority will be based on their month and day of
birth and, if identical, they will be ranked in alphabetical order.

         Seniority of operators hired on or after October 1, 1998 will be
determined by the date operators graduate from training. Operators graduating on
the same date will have their seniority determined by a lottery mechanism
mutually agreed to by the Union and Company.

         Any merger of either operator or mechanic seniority rosters must be
approved by referendum vote and approved by a majority vote of those voting from
the respective operator and mechanic ranks. Referendum votes will be conducted
by the Union.

         Only full-time employees accrue seniority. Separate seniority rosters
will be maintained for part-time and seasonal employees only for the purpose of
establishing seniority among those employees. Part-time operators who become
seasonal operators, and seasonal operators who become part-time operators will
carry their seniority with them. Part-time and seasonal operators may not
exercise their seniority to bid on runs, other than those designated for
part-time and seasonal operators or as hold-downs for the extra board.

         All employees will be permitted to submit letters of intent to transfer
to any department when new employees are required. Employees who have submitted
a letter of intent will be given preference over outside applicants provided
they are qualified either to perform the work or enter the training program
offered to outside applicants.

         Employees electing to transfer will be given seniority in their new
department ahead of outside applicants who start on the same date, and they will
use their original service date for all benefits tied to years of service.

         Maintenance employees voluntarily transferring from one location to
another will have their bidding seniority start on the first day of work at the
new location. The bidding seniority will be used for bidding shifts and vacation
slots at that location. They will retain but not accumulate seniority at their
departing location.

ARTICLE G-2. SENIORITY RIGHTS OF UNION REPRESENTATIVES -- Employees of the
Company, used in the service of ATU Local 1700, national or state AFL-CIO, the
Amalgamated Transit Union, or trust administration will, while in such service,
retain and accumulate all seniority rights enjoyed by other employees.

ARTICLE G-3. FURLOUGH AND RECALL -- Furlough and recall will be by location.
Furloughed operators may elect to exercise seniority at any other location where
there is a working junior operator or open position.

         Involuntarily furloughed maintenance employees may elect to exercise
their seniority at any other ATU-represented location where there are vacancies.
If no vacancies exists, furloughed maintenance employees may submit a letter of
intent to their preferred location. Maintenance employees who fail to accept the
first available vacancy at the preferred location will be removed from future
consideration for transfer to that location. Maintenance employees who transfer
to another location and later reject a recall to their home location will
forfeit all future recall rights to their home location.

         When forces are reduced, the Company will provide affected employees
and the Union seven days written notice. This notice is not required for
employees displaced as a result of another employee returning from voluntary
furlough. Employees will be furloughed in reverse order of their seniority and
retain all seniority rights and privileges. The Company will solicit voluntary
furloughs prior to any involuntary reduction-in-force. The Company will notify
employees by postings at locations where opportunities exist for employees to
take voluntary furlough. Employees requesting voluntary furlough must submit
their request within seven days of the posting according to the instructions on
the posting.

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         Voluntary furloughs will be awarded by seniority within each location.
Employees awarded voluntary furlough have the following options:

-        At the time of the furlough, specify a return date which is 30 days or
         more after the beginning of the furlough. The employee will be expected
         to return to work on this date unless the employee requests an
         extension or there are no junior employees at that location to
         displace.

-        Leave the return date open in which case normal recall procedures will
         apply.

         Employees on voluntary furlough may return on or after 30 days after
the beginning of the furlough. Prior to their return, operators must first
submit a written request to return to work to the Driver Planning Department in
Dallas 15 days prior to the date an operator wishes to return to work.
Maintenance employees must submit a written request to return to work to their
garage manager 15 days prior to the date they wish to return to work.

         Furloughed employees retain their seniority except mechanics hired on
or after January 1, 1984, will be removed from the seniority roster after one
year of furlough. Furloughed employees must maintain their current mailing
address on record with the Company. The Company will recall employees in
seniority order by certified or registered United States mail, return receipt
requested or by telegram. A copy of such recall notice will be furnished to the
Local Union. Employees receiving a notice of recall will immediately acknowledge
receipt of the same by certified or registered United States mail, return
receipt requested or by telegram, and will report for work on the seventh day of
the recall notice, unless a different date is agreed to by the Company and
employee.

         Employees having other employment, who are recalled for a period of
work less than 45 days, may reject the offer without loss of seniority if
sufficient employees are available to meet the Company recall needs. Furloughed
employees failing to comply with these provisions will forfeit seniority rights
and will no longer be considered employees of the Company.

ARTICLE G-4. LEAVES OF ABSENCE

(a) Employees on Extended Sick Leave Employees must provide medical
documentation concerning their condition every 90 days. Failure to comply may
result in termination of employment.

(b) Family Leave The Company agrees to adhere to the Family and Medical Leave
Act of 1993 (FMLA) and its regulations for all eligible employees. Eligible
employees include employees at locations with less than 50 employees.

(c) Unpaid Leave of Absence Employees may be granted an unpaid leave of absence
of up to 90 days without loss of seniority. Longer leaves may be granted if they
are mutually agreed to by the Company and the Union. Employees requesting leaves
under this provision must submit a written request to their supervisor and will
specify that the request for leave is under this provision.

(d) Union Officers and Committee Members Employees who are full-time officers of
Local Union 1700, national or state AFL-CIO, the Amalgamated Transit Union or
the plan administrator of a Greyhound/Local 1700 trust will be granted the
necessary leave of absence to permit the performance of their duties and will
continue to accumulate seniority during such leave. Employees who are full-time
officers of Local Union 1700 or the plan administrator of a Greyhound/Local 1700
trust will continue to be covered by the Greyhound-ATU Health and Welfare Trust
plan on the same terms as active employees. Co-payments for such health benefits
will be received by the Greyhound-ATU Health and Welfare Trust by the 10th day
of each month of such coverage.

         Employees who are on official Union business will be granted the
necessary leaves of absence to permit the performance of their duties, provided
reasonable notice, in writing, is given and the number of granted leaves does
not interfere with the business of the Company. Such employees will suffer no
loss of rights or benefits enjoyed by other employees by reason of their absence
from duty. The Union agrees its members will not abuse the rights granted under
this provision.

(e) Work Related Disability Employees on work-related disability may be required
to be examined by a physician, at the request of and paid for by the Company, to
substantiate such disability. Failure of employees to make

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themselves available for such examination, or failure to report for duty
immediately after an examination which determines that an employee is fit for
duty, may result in discipline up to and including termination.

         Employees on workers' compensation who are not fit for regular duty but
are fit for light duty must report for such duty in any position or department
in which the Company offers it in the same commuting area, or, for operators, at
the domicile closest to their home address, without loss of seniority. If work
is not available for operators at the domicile closest to their home address,
operators may choose to work at another location where light duty work is
available, if agreed by the Company and the Union. Failure to report for light
duty will result in termination. If more than one light duty job is available,
seniority will prevail. There will be no light duty for maintenance employees.

         Employees returning to duty status after leave of 30 days or longer may
be required to pass a physical examination and drug test at Company expense.

 ARTICLE G-5. PROBATIONARY PERIOD -- Employees other than operators will be
given a probationary period of 90 days from the date of employment. For
operators, the 90-day probationary period will commence with the date of
placement on the extraboard or the day of assignment to a regular run, whichever
comes first. Unless probationary employees are notified to the contrary within
the 90-day period, it will be understood that the application for employment is
approved, unless it later develops that false information materially affecting
the acceptance of the application for employment was given, in which event such
employee will be subject to dismissal.

         The grievance procedure is not applicable to the dismissal of employees
during the 90-day probationary period or the dismissal of employees for
providing false information on the application for employment except that the
grievance procedure will be applicable to contest whether the information on the
application was false or whether the reason given for the discharge was
pretextual. The probationary period for any employee may be extended by mutual
agreement between the Company and the Union.

ARTICLE G-6. 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:

-        The determination of the type, kind, make and size of equipment and
         when, how and where such equipment will be used;

-        The number and qualifications of employees employed by it and their
         standards of conduct;

-        The route and run structure, including additions, eliminations and
         changes to existing routes and runs;

-        The assignment of work to the extent not specified herein;

-        Except as otherwise limited under this Agreement, the use of leased
         operations, joint ventures, independent contractors and franchised
         operations;

-        The prescribing of reasonable rules, instructions and regulations for
         the safe, proper and effective conduct of its business in a competitive
         environment not inconsistent with the terms of this Agreement.

         The term "reasonable" will have its commonly understood meaning as any
rule that is reasonably related to a legitimate objective of management and not
the meaning ascribed to it in any arbitration prior to this Agreement.

ARTICLE G-7. DISCIPLINE -- Employees will neither be disciplined nor will
entries be made against their records without sufficient cause. Sufficient cause
includes violation of Company rules, regulations and instructions not
inconsistent with this Agreement. When discipline is issued, employees will be
given written notice specifying the charges and penalty. Notification will be
furnished to the union president, the appropriate assistant business agent, and
the designated shop steward of the Union.

         When disciplining employees, complaints, discipline or records which
have been brought to the attention of the Company 24 months prior to the
incident will not be used to determine guilt or penalty. This provision will not
apply to safety-related activities, including speeding violations, preventable
accidents, damage to property, personal injury, use of alcohol or illegal
substances.

         Customer complaints are a serious matter and operators are expected to
treat customers with courtesy so as to avoid complaints. Complaints will be
discussed with operators as soon as practicable so corrective action can be
taken. A complaint made in writing or in person identifying the customer,
operator, date of the incident, and

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details of the conduct complained of may be the basis for discipline up to and
including discharge. The complaining customer may appear at the third step
hearing either telephonically or in person. If the complainant fails to testify
at a third step hearing, the complainant is prohibited from appearing at an
arbitration. If the complainant appears at the third step hearing, the Union
agrees to allow the complainant to testify at the arbitration hearing by
telephone, live, or in the form of a pre-arbitration deposition.

         Except in the case of DOT log violations, discipline must be taken
within 20 days after the Company's knowledge of the incident or in cases of
dishonesty or substance abuse, within 20 days after completion of the
investigation. The Company must issue discipline in the case of DOT log
violations within 30 days of the Company's knowledge of the violation.

ARTICLE G-8. GRIEVANCE PROCEDURE

(a) Grievance All differences, disputes, suspensions, and discipline cases
hereinafter collectively referred to as "grievances" between the parties arising
out of this Agreement will be handled in the manner set forth below. All days
referred to within this provision will mean calendar days.

         Step 1. Employees covered by this Agreement who have a complaint under
this Agreement will discuss the complaint with their supervisor within 15 days
from the date of the occurrence in an effort to resolve the complaint without
resort to the formal grievance procedure. This Step 1 procedure will not extend
the Step 2 time limits to file a written grievance. Final disposition at this
step is non-precedent setting and may not be relied upon by the Union or the
Company in any arbitration hearing for any purpose.

         Step 2. Failing resolution at Step 1, an employee or Union grievance
may be presented in writing by the employee and/or union shop steward or ABA to
the employee's supervisor which must be within 30 days from the date of the
occurrence of the incident upon which the grievance is based or within 30 days
from the date a pay claim denial is received. Discharge grievances must be
initially filed at Step 2.

         Within 15 days after receipt of the written grievance, the employee's
supervisor must respond with a written decision on the grievance. Final
disposition at this step is non-precedent setting and may not be relied upon by
the Union or the Company in any arbitration hearing for any purpose.

         Step 3. Failing satisfactory disposition of such grievance at Step 2,
within 15 days of the receipt of the supervisor's written response, the
grievance may be appealed in writing by the union president or his designee to
the appropriately designated Company representative. Within 15 days after the
receipt of this appeal, a Step 3 conference will be held at the home location of
the employee, unless otherwise agreed between the parties. Within 15 days of the
conference, the Company representative must respond with a written decision.
Final disposition at this step is non-precedent setting and may not be relied
upon by the Union or the Company in any arbitration hearing for any purpose.

(b) Arbitration

         1.       In the event a grievance is not resolved at Step 3, the
         grievance may be referred in writing to arbitration by the union
         president or his designee within 45 days after the Union's next
         regularly scheduled executive board meeting not to exceed 135 days from
         the date the Step 3 decision is rendered. The issue to be arbitrated
         must be clearly stated.

         2.       Arbitrations will be administered by the American Arbitration
         Association and conducted under its labor arbitration rules. All
         arbitrators will be selected from those admitted to the National
         Academy of Arbitrators. By mutual agreement, arbitrations may be
         conducted under the American Arbitration Association's expedited labor
         arbitration procedures.

         3.       The arbitrator's award is final and binding. The compensation
         of the arbitrator and any administrative costs will be shared equally.
         Each party will pay its expenses related to representation and
         witnesses.

(c) Grievance Pay Claims A disputed pay claim, paid by grievance settlement,
will be paid in the employee's next available regular paycheck. The Company will
notify the Union monthly of all paid grievance claims.

ARTICLE G-9. CHECK-OFF -- The Company agrees to check-off and remit to the
financial secretary or president of the Union at least every two weeks all dues,
initiation fees, regular assessments and authorized voluntary

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contributions from the pay of each employee who is a member, fee payer or
financial core member who has authorized the Company to make such deductions.
Request for the check off of assessments must be signed by either the financial
secretary or president of the Union.

ARTICLE G-10. BULLETIN BOARD -- The Union will be allocated bulletin boards on
Company property where notices pertaining to meetings and other union business,
social events, and other proper matters are permitted. Such notices must be on
Union letterhead, dated, and signed by an accredited Union representative.
Notices not complying may be removed.

         Copies of all bulletins relating to employees covered by this Agreement
will be promptly furnished to a properly accredited officer of the Union.

ARTICLE G-11. DISABLED AND FURLOUGHED -- When new employees are required by the
Company, disabled employees and employees who have been furloughed due to lack
of work and who are applicants for employment will be given preference in
employment over new outside applicants if qualified to perform the available
work. The Company has no obligation to notify such employees of any such
vacancies.

ARTICLE G-12. BAIL BONDS -- Employees incarcerated because of their actions
while engaged in the performance of their assigned duties with the Company, and
acting within the scope of such duties, will promptly be furnished bond by the
Company, when such is required.

         Employees will have the legal assistance of the Company in any legal
proceedings brought against them and the Company, provided the employees acted
within the scope and course of their employment. Additionally, the Company will
provide legal assistance to employees who are sued as a result of acting within
the scope and course of employment.

ARTICLE G-13. CONTRAVENTION OF LAWS -- It is understood and agreed that the
provisions of this Agreement are subordinate to any present or subsequent
federal, state, or municipal law or regulation, including family leave and
military leave, to the extent that any portion hereof is in conflict therewith,
and nothing herein will require the Company to do anything inconsistent with the
orders or regulations of any competent government authority having jurisdiction
to issue the same. Because of the parties joint commitment to safety, nothing in
this Agreement or in the parties practices will preclude the Company from
complying with findings and recommendations of any governmental safety agency
with 14 days prior notice to the Union. Upon request, the parties will meet and
confer on such findings and recommendations. Except in the case of emergency,
the Company will make no changes pursuant to such findings and recommendations
before 14 days, but in no event is the Company precluded from making any such
changes after having given the Union 14 days notice if the Company was available
to meet and confer during that period.

ARTICLE G-14. NO STRIKE/LOCKOUT -- The parties having provided for the final
disposition of all disputes, differences and grievances which may arise between
them under this Agreement, the Union agrees that it will not, nor will the
employees, members of the Union, participate in any strike, slow down, work
stoppage, or interruption of service for any purpose or reason whatsoever, nor
will there be any interference with the free right of employees or passengers to
enter or leave the Company's property unmolested. The Company agrees that it
will not lock out its employees under any circumstances during the life of this
Agreement. This no strike/no lockout commitment remains in full force and effect
for the entire term of this Agreement and the parties waive their rights to
engage in such actions to support any mid-term bargaining position.

         If another union recognized by the Company establishes a legal picket
line at a Company terminal, garage, or other facility, the employees covered by
this Agreement are permitted to honor such a legal picket line only at the
facility where work of the other union local is or was being performed during a
regular shift.

         If a union representing employees at a terminal operated by another
company or by a commission agent establishes a legal picket line at a terminal,
employees covered by this Agreement will be permitted to honor such a legal
picket line, but only at the terminal where work of the other union local is or
was being performed during a regular shift. In all such instances, operators
involved may be required to drive their bus up to the picket line.

         The exceptions to the no strike clause set forth above will be strictly
construed.

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ARTICLE G-15. RECOGNITION OF THE UNION -- The Company recognizes the Union as
the duly designated, sole and exclusive collective bargaining representative for
its operators and for maintenance employees not otherwise represented by the
International Association of Machinists and Aerospace Workers. Supervisory
employees with the power to hire or fire or with the power effectively to
recommend hiring or firing, managerial employees and confidential secretaries
are excluded from this provision. It is expressly agreed that this Agreement
does not cover terminals which may be operated by the Company or the service
islands that may be associated with some terminals.

ARTICLE G-16. COURT INQUEST AND INVESTIGATION -- Employees who witness but are
not involved in an accident while on duty and, as a result, are required to make
a report of the accident to the Company and who are later required to attend
court or an inquest by subpoena, or employees who at the direction of the
Company are required to attend court, an inquest or an investigation called by
the Company attorney, or employees who are subpoenaed and are required to attend
court or an inquest as a result of an action arising out of carrying out the
specific orders of the Company, will be paid eight hours per day at their
regular rate. Regular operators will receive the greater of eight hours or their
missed regular run pay. The hours compensated will not be less than the amount
of actual time lost plus reimbursement for any expenses incurred while making
such appearance. Employees will not be required to report for duty for any
portion of the day when the appearance occurs during their shift. Employees not
able to obtain reasonable rest before the start of their shift will not be
required to report for work on such shift. Operators returning from making an
appearance on a date when their regular run is out of town may position
themselves to pick up their run at the layover point, if possible. Operators who
elect not to position themselves will not receive guaranteed earnings for that
day.

         When such service is required of employees on their regular assigned
days off, or on vacation, employees will be paid at one and one half times their
regular rate for hours so used with a minimum of eight hours.

         The hourly rate for operators for this provision is their driving rate.

ARTICLE G-17. CREDIT UNION -- The Company agrees to permit biweekly credit union
deductions from payroll for one certified credit union for each employee. Signed
authorizations for deductions are to be in the same amount each payroll period,
and requested changes in such amount for the certified credit union will be made
only at the beginning of a calendar month. The Company has no obligation to
establish a credit union.

ARTICLE G-18. SAFETY

(a) Employees Injured on Duty Employees injured on the job will be paid in full
for the day of the accident provided the attending physician advises an employee
not to return to work for the balance of the day. If able to work, employees
must return to their duties. Employees failing to do so will not be paid for the
hours not worked. Employees requiring further medical treatment as a direct
result of said accident will not lose time while receiving treatment, provided
the treatment requires only a nominal amount of time. Maintenance employees
requiring further treatment during working hours will be reimbursed for the cost
of Company approved transportation to and from the garage plus time lost for
treatments.

(b) Medical Examination Physical examinations required as a condition of
continued employment must be performed by a physician selected by the Company
and paid for in full by the Company, except as provided for in the appropriate
leave of absence clauses. Initial examinations will be paid by the applicant for
employment and reimbursed after the employee commences to accrue seniority.

         When the Company requires employees to take examinations not required
by the rules or regulations of the Department of Transportation or other
regulatory body, employees affected will be paid for their time. The provisions
of this paragraph do not apply to employees who have physical disqualifications
determined in accordance with the first paragraph of this section, conditions
requiring physician-required medical re-checks, absences covered by workers'
compensation, long-term illnesses, or disabilities.

         Employees who refuse to submit to a medical examination when instructed
to do so by the Company are subject to termination. Employees who fail medical
examinations by a competent medical authority approved by the Company may be
disqualified for service. The disqualified employee or the Union may within 45
days after

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such examination, provide the Company with the written opinion of a physician
selected and paid for by the employee. In the event the physician selected by
the employee disagrees with the opinion rendered by the Company-approved
physician, the Company and Union may meet within 45 days and select a third
physician acceptable to both parties. This same procedure will be applied to
employees returning from sick leave who fail to pass their return-to-work or DOT
physical. The third physician will examine the employee and render an opinion
binding on the parties. If the third physician determines the employee suffers a
condition correctable by treatment which is not otherwise disqualifying under
the DOT regulations, the employee may continue working. If able to work, the
employee will be permitted to return to work upon certification of fitness by
the third physician. Expenses of the third physician will be borne equally by
the Company and the employee.

         Employees separated from service because of physical disability will be
returned to their proper places if and when the cause of disability is removed.

         Employees required by the Company to travel to take a medical exam will
be reimbursed for their travel expenses.

(c) Safe Maintenance of Equipment and Machinery The Company agrees to maintain
all equipment and machinery in a safe and sanitary condition at all times.

         Supervisors will not require operators to operate a motor coach that
fails to comply with FMCSR 392.7 (Equipment, Inspection, and Use) and FMCSR
392.8 (Emergency Equipment, Inspection, and Use) The Company is responsible for
any fines, tickets or court costs in relation to faulty equipment that the
Company has directed to be utilized.

         Employees who intentionally and negligently damage or cause damage or
disablement to any safety device may be terminated.

         The Company may provide awards for safety and service.

ARTICLE G-19. WORK PROHIBITION, SUPERVISORY EMPLOYEES -- Supervisory employees
are not permitted to do any work performed by employees covered by this
Agreement, with the exception that supervisory employees may perform such work,
up to a maximum of 16 hours per month, for the purpose of understanding the
dynamics of the work or where there are no employees available and customer
needs require that the work be performed. In the latter case only, if employees
were available and fit to perform the work, they will be paid as if they had
performed the work.

ARTICLE G-20. SUPERVISORY SENIORITY -- Represented employees who accept
supervisory positions with the Company retain but do not accumulate seniority
during the first 24 months in such positions, and suffer no loss of seniority if
they return to the bargaining unit within that time.

         Employees in supervisory positions who desire to return to contract
positions must do so under the provisions applicable to those employees on
indefinite leave with a 15-day notice to the Company and the Union. Employees
may only exercise their right to retain their bargaining unit seniority when
accepting a supervisory position on one occasion. Employees who choose to return
to supervision a second time immediately forfeit their bargaining unit
seniority.

         Supervisors who are currently accruing seniority with this bargaining
unit will suffer no loss of seniority if they return to the bargaining unit
prior to January 1, 1999.

ARTICLE G-21. EMBLEMS -- Union members are permitted to wear the emblem of the
Union. Emblems will be of a size and shape so as not to detract from the
uniform.

         An appropriate decal jointly agreed upon by the Company and the Union
which integrates the separate emblems of the Company and the Union may be placed
on all Company-owned coaches operated by members of the Union, and on all
coaches operated by members of the Union that are leased by the Company on a
lease of 120 days or more. The decal will be placed where designated by the
Company and in full view of the traveling public. The Company and the Union will
jointly share the cost of developing such decals.

ARTICLE G-22. NON-DISCRIMINATION -- There will be no discrimination in hiring,
promotion, or other aspects of employment because of race, creed, color,
religion, national origin, age, sex, or disability. No employee will be
discriminated against because of affiliation with or activity in the Union.

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ARTICLE G-23. PART-TIME/SEASONAL DEFINED -- Part-time and seasonal employees, as
defined below, will not receive the benefits covered in this Agreement, except
as specifically provided below. Part-time employees are defined as employees who
work less than 1,500 paid hours per calendar year. Seasonal operators are
operators hired to work only during the summer season (May 15 - September 15)
and/or for the following specific peak periods: Memorial Day, Thanksgiving,
Christmas and Easter. Part-time employees who work more than 1,200 paid hours in
a calendar year will receive holiday and vacation benefits for that year as
though they were full-time employees in that year. Part-time and seasonal
operators may not exceed 10 percent of the full-time operator workforce.

ARTICLE G-24. REIMBURSEMENT -- All moneys spent by employees which are
chargeable to the Company will be reimbursed without delay.

ARTICLE G-25. NOTICE OF REPRESENTATIVES -- The Union agrees to notify the
Company in writing of the names and addresses of its respective, duly accredited
representatives and committees immediately upon their election or appointment to
such office.

ARTICLE G-26. NOTIFICATION OF PERSONNEL ACTIONS -- The Company agrees to
promptly furnish the properly accredited officer of the Union with a copy of
forms prepared covering the employment, classification, resignation, transfer
and leaves of absence of each employee who is covered by the terms of this
Agreement.

ARTICLE G-27. PROMOTIONS -- Equal consideration will be given to employees when
making promotions.

ARTICLE G-28. UNION SECURITY -- To the extent permitted by law, all full-time,
part-time and seasonal employees covered by any portion of this Agreement must
become and remain members of the Union not later than the 31st day following
completion of their probationary period or the date of this Agreement as a
condition of their continued employment with the Company. Initiation fees for
part-time and seasonal employees will not be more than $50 and monthly dues will
be one and one-half times their hourly rate of pay. Seasonal employees will be
offered withdrawal cards during off seasons, which will entitle them to
discontinue paying monthly dues for up to 12 consecutive months so long as they
do not work for the Company during off-season time and to commence working for
the Company thereafter without paying back dues for that period or a new
initiation fee

ARTICLE G-29. SUBCONTRACTING -- The Company reserves the right to subcontract no
more than five percent of its mileage in any one year and the right to
subcontract for service on routes abandoned for more than one year as of the
date of this Agreement. The Company agrees that no more than 10 percent of its
mileage, measured from the annual mileage driven in 1997, will be subcontracted
during the term of this Agreement. Notwithstanding any other language in this
Agreement, upon notice to the Union, the Company has the right to subcontract
service work, parts room work, and truck driving work.

                                   BENEFITS(1)

ARTICLE B-1. BEREAVEMENT LEAVE -- In the event of a death in the immediate
family the employee will be entitled to one three-day paid bereavement leave in
each calendar year to attend the funeral. Employees will receive their leave
rate (as defined in Leave Rate) for each day of leave except regular operators
will receive missed earnings. Employee's immediate family is defined as their
spouse, son, daughter, sibling, parent, current father-in-law, and current
mother-in-law. Employees who fail to attend the funeral will be ineligible for
benefits.

ARTICLE B-2. EMPLOYEE ASSISTANCE PROGRAM -- The Company will provide an employee
assistance program to employees covered by this Agreement on the same basis as
other employees of the Company.

------------------
(1) Unless otherwise noted, all changes in the Benefits section are effective
January 1, 1999.

                                                                               9
<PAGE>

ARTICLE B-3. 401(K) PLAN -- With the plan year beginning January 1, 1999, the
Company will make a contribution of 50 cents, in cash or stock, for each dollar
contributed of the first five percent of an eligible employee's pay. Prior to
the Company selecting cash or stock, it agrees to meet and confer with the
Union. Additional matching contributions of Company stock may be made at the
discretion of the Company's Board of Directors. Company matching contributions
will be made no later than June 30th of the year following the year for which
contributions are being matched; the stock contributed will be valued as of the
date the matching contribution is made. Employees who work 1,000 hours or more
in a calendar year are eligible for Company matching contributions in the 401(k)
Plan. Company matching contributions vest after an employee has completed five
years of actual service with the Company. The Company will bear the
administrative costs associated with the 401(k) Plan, retain the right to choose
the plan administrator and exercise all shareholder rights with respect to such
stock. The Company retains the right to distribute the portion of a
participant's account held in the Company stock fund in the form of stock.

ARTICLE B-4. HEALTH AND WELFARE -- For full-time employees who have completed
their probationary period and become eligible for benefits, the Company will
contribute into the Greyhound Lines, Inc./Amalgamated Transit Union Health and
Welfare Trust:

-        a minimum of $165.00 per month from January 31, 1998 through February
         1999;

-        a minimum of $175.00 per month from March 1999 through February 2000;
         and

-        a minimum of $181.50 per month for the remainder of the Agreement.

         The Company will increase its contributions on an annual basis, as of
March 1st of each year of the contract, by the amount necessary to maintain a
70/30 co-payment ratio but, under no circumstances, will the Company be
obligated to increase its contribution by more than five percent of the agreed
upon contribution in any year of this Agreement.

ARTICLE B-5. HOLIDAY PAY -- There will be eight recognized holidays: New Year's
Day, Martin Luther King's Day, Friday before Easter, Memorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas. Employees' holiday pay will be at
their leave rate. In order to receive holiday pay, employees must work a full
shift on the last scheduled work day prior to the holiday; the holiday if they
are scheduled to work the holiday; and the first scheduled work day immediately
after the holiday, unless an active employee has been properly excused for leave
without pay on such day(s). Approval of such leave must be requested in writing
and, if granted, granted in writing.

         Holiday pay is intended to ensure that all employees, whether they work
on the holiday or not, receive an additional day's pay for each holiday,
provided all such employees who are not available as required by this Agreement
will not receive holiday pay.

         Employees must have a minimum of 90 days service to qualify for holiday
pay.

ARTICLE B-6. INCENTIVE PERSONAL DAYS OFF (IPDO) -- Beginning in calendar year
1999, operators working 2,080 hours in a calendar year will earn four IPDO days.
Operators working 2,500 hours in a calendar year will earn an additional four
IPDO days for a total of eight. In calculating hours under this provision,
vacation time and IPDO will be credited. IPDO days must be taken in the calendar
year following the calendar year in which they were earned. IPDO days cannot be
banked or sold. IPDO days cannot be taken during black out periods and are
subject to manpower availability at all other times as determined by the
Company.

ARTICLE B-7. JURY DUTY -- The Company will pay operators on jury duty the
difference between missed earnings for regular operators or the leave rate (as
defined in Leave Rate) for extraboard operators and the daily amount paid for
such jury duty. Operators returning from jury duty on a date when their regular
run is out of town may position themselves to pick up their run at the layover
point if possible. However, if they elect not to position themselves, earnings
guarantee will not apply for that day.

         Maintenance employees on jury duty will be allowed the difference
between their leave rate and the daily amount paid for such jury duty.

                                                                              10
<PAGE>

ARTICLE B-8. LEAVE RATE -- Unless otherwise specified, the leave rate for
operators will be calculated as 1/6 of 1/52 of their earnings during the
previous 12 calendar months. Any operator off for 30 consecutive days or more
without pay because of illness, workers' compensation injury, furlough, or any
new operator with less than one year of service will have their leave rate
calculated on a prorated basis, based only on actual weeks worked in the
previous 12 calendar months.

         Missed earnings will mean the amount of earnings that an employee would
have normally earned on a regularly scheduled work day. Employees are not
entitled to missed earnings for any scheduled day off.

         The leave rate for maintenance employees is calculated as eight hours'
pay at the applicable hourly rate.

ARTICLE B-9. PASSES -- Employees passing their probationary period will be
granted an annual pass to be used in accordance with Company policy.

ARTICLE B-10. RETIREMENT PLAN -- The Company and the Union agree to continue the
existing Greyhound Lines, Inc./Amalgamated Transit Union National Local 1700
Retirement and Disability Plan hereinafter referred to as "Plan" subject to the
following modifications: (1) In the event the Plan actuary notifies the Plan
Trustees on or before November 1st of any plan year that a contribution to the
Plan is likely to be required for the succeeding plan year (e.g., by reason of
an expected change in actuarial assumptions or methods or otherwise) hereinafter
referred to as the "Notice," the parties will meet to negotiate a method of
avoiding such required contribution, but upon the failure of the parties on or
before the December 8 following receipt of the Notice to agree upon a method to
avoid such contribution, all future benefit accruals under the Plan will be
frozen effective December 31st of the year of the Notice; (2) if, after the Plan
has been frozen, any subsequent annual actuarial valuation by the Plan's actuary
reports that the market value of the assets of the Plan exceed 115 percent of
the actuarial present value of accumulated plan benefits, the parties agree to
negotiate retroactive benefit increase(s), in accordance with the pre-freeze
benefit formulas, for those participants whose future benefit accruals were
frozen as a result of (1) above, but in no event will such benefit increase(s)
cause the market value of the assets of the Plan to be less than 115 percent of
the actuarial present value of accumulated Plan benefits, determined after the
benefit increase(s) described above.

ARTICLE B-11. RETIREMENT (EARLY) LEAVE OF ABSENCE (RLOA) -- Operators in the
Greyhound Lines, Inc./Amalgamated Transit Union National Local 1700 Retirement
and Disability Plan (other than highly compensated employees as defined by law)
will be allowed to take a RLOA prior to age 55 and retire without penalty at age
55. Years of service and average earnings will be frozen at the time the RLOA is
granted. Operators will not be subject to recall, but will be allowed to return
to work one time only before age 55 providing they meet all applicable
requirements at the time. At age 55 operators must return to work or retire.
Operators returning to work will not be credited with years of service during
the RLOA but will resume the accumulation of years of service upon the date of
return. Operators taking RLOA are not eligible for health and welfare benefits
except under COBRA and other applicable laws.

         Forty operators per year, selected on a seniority basis, will be
offered an opportunity to elect RLOA. No more than five percent of the operators
at any location are eligible for RLOA and locations with fewer than 25 operators
are limited to one driver taking RLOA.

ARTICLE B-12. STOCK OPTION PLAN -- A pool of two million shares of Greyhound
stock will be made available for stock options with a seven-year term. The stock
options will be granted under a new stock option plan established for active
operators and mechanics who have three years or more of seniority and have
worked at least 1,720 hours during each of the previous three calendar years as
of January 1st of the year during which options are granted. Hours worked
exclude sick leave, medical leave and periods for which workers compensation is
received. The first one million shares of stock options will be distributed as
of October 1, 1998 at a grant price of $6.00 per share and will be 100 percent
vested on October 1, 2000. The second grant of one million shares will be
granted on October 1, 2001 at a grant price of $7.00 per share and will be 100
percent vested October 1, 2004. The Company will provide for a "cash-less
exercise" program.

                                                                              11
<PAGE>

ARTICLE B-13. SICK LEAVE -- After one year of service, employees are eligible
for paid sick leave for days missed in cases of non-work-related injury and
illness, not to exceed six days per year, subject to the following exclusions:

1.       Sick leave claims are limited to those days excluded from coverage and
         not eligible for retroactive coverage by state workers' compensation
         law.

2.       No employee will receive sick leave payments for the first three
         consecutive days, whether or not work days, except if an employee is
         hospitalized during the three-day waiting period, sick leave benefits
         commence as of the first day of hospitalization.

3.       Employees are not entitled to sick leave benefits for any time lost by
         reason of sickness while on vacation.

         Sick leave for extraboard operators will be paid at the leave rate as
follows:

         1.       The first three days will not be paid and will be considered a
                  waiting period.

         2.       The next six days will be paid.

         3.       The seventh day is a day off and will not be paid.

         4.       Thereafter six days will be paid followed by one unpaid day.

         Regular operators will be paid missed earnings less the three day
waiting period. Sick leave for maintenance employees will be missed earnings for
regular hours after the three-day waiting period.

         Employees may accumulate unused sick leave from year to year.
Accumulated sick leave may be used only for a period of sickness exceeding 10
consecutive days, but will be paid in accordance with the above, retroactive to
the fourth day of such sickness.

         In order to receive sick leave benefits, employees must submit medical
evidence of their illness from a licensed medical doctor or other satisfactory
evidence on forms provided by the Company. The expense of this medical evidence
will not be borne by the Company. At its option, the Company may require a
special examination of an employee by a designated doctor paid for by the
Company. Employees will notify their supervisor of absences on account of
sickness as soon as possible. An application for sick leave benefits will be
made within five days after return to work.

ARTICLE B-14. VACATIONS -- Vacations are earned and granted in the following
manner:

-        Employees who complete one year but less than 11 years of continuous
         employment will be granted two weeks' paid vacation.

-        Employees who complete 11 years but less than 21 years of continuous
         employment will be granted three weeks' paid vacation.

-        Employees who complete 21 or more years of continuous employment will
         be granted four weeks paid vacation.

         Employees will be paid their leave rate for each day of paid vacation
except regular operators will be paid missed earnings (as defined in Leave
Rate). Each week of vacation for extraboard operators includes six days of paid
leave and one day of unpaid leave.

         Employees with less than 21 years of service are allowed to bank one
week of vacation each year up to a maximum of 30 days. Employees with 21 or more
years of service may bank two weeks of vacation each year up to a maximum of 60
days. Mechanics will bank five paid days per week and drivers six paid days per
week of vacation. All remaining vacation must be bid and taken in the year
earned. Banked vacation can then be sold, taken as extra week(s) of bid
vacation, or taken as personal time off one day at a time (VPTO) subject to
Company approval, provided 48 hours advance notice is given

         When selling vacation days or taking VPTO, employees will be paid the
leave rate as defined in the Leave Rate provision except regular operators will
be paid 1/6th of the amount paid for their last week of vacation for each day
sold or taken as VPTO.

         Employees wishing to take VPTO because of illness must comply with the
provisions governing sick leave, e.g., three-day waiting period, medical
evidence, and so forth.

         The annual posting date of vacations will be during November and
December, with vacations to be taken the following calendar year. The Company
will designate periods when vacation must be taken and will post at each
location a list showing same and the number of employees who can take vacations
during the same period.

                                                                              12
<PAGE>

Employees will bid on vacation periods in accordance with their seniority.
Employees may, in bidding on vacation dates, divide vacation in units of weeks.
Employees will bid their vacation at vacation bidding time regardless of their
anniversary date. Employees who are inactive at the time their bid is due must
contact a supervisor to submit their bid which will be placed on the vacation
bid sheet by the supervisor. Employees must elect to bank vacation by October
15th of each year for the next calendar year.

         In the event of death of an employee, his beneficiary will receive any
vacation benefits due him at the time of his death. Employees leaving the
service of the Company will be paid for all earned and unused vacation or days.
Earned and unused vacation will be paid for at the leave rate as defined in the
Leave Rate provision.

         To the extent allowed by law, employees leaving the service of the
Company will be charged, and appropriate amounts will be taken out of any moneys
due the employee, for the number of days vacation not earned for which they have
been paid.

         Operators who move from one location to another will carry their
scheduled vacation time with them to their new location. Non-operators who
change their locations will retain any previously scheduled vacation times only
to the extent practicable, as determined by the Company.

         Vacations for non-operators commences the day after their scheduled day
off. Operators will start their vacations on Monday unless they are on a run
where they are away from their home location on Monday; in which event, they
will start their vacation on either the commencement or after completion of
their run.

         Employees who have a leave rate of $50 or less may request to sell all
of their vacation and continue working through their scheduled vacation period.

         Maintenance vacation weeks becoming open or available during the months
of June, July, August and the last two weeks of December (prime weeks) will be
rebid. For maintenance employees, such prime weeks of vacation vacated by the
successful bidder will be rebid.

                                    OPERATORS

ARTICLE O-1. BIDDING

(a) Displaced Operators Providing at least 30 calendar days remain before the
effective date of the next general bid, operators displaced by senior operators,
or who for any reason are deprived of their assignment through no fault of their
own, must displace a junior operator in assigned service at their home location
or place themselves on their home extraboard. Displaced operators must displace
a junior operator in assigned service within 24 hours of the time of
displacement unless prevented by sickness or any other approved cause, or return
to their home extraboard. Displacements occurring within 30 days of the next
general bid will continue if the initial displacement occurred at least 30 days
prior to the next bid.

         Operators exercising their right to displace another operator are
required to give at least 12 hours notice to the Company prior to the departure
from their home terminal. Notification will be attempted first by telephone. If
the operators cannot be contacted by telephone, a VRU message will be left.

         Displaced operators upon completion of their last assignment, with
proper notice, may displace any junior operator at their home location. The
displacement is effective on the first outbound trip after proper notice is
given as described above.

(b) Extraboard Positions The Company will determine the number of extraboard
positions at each location. Should extraboard positions be posted between
general bids, all active extraboard operators will be eligible to bid on such
positions. Assignments will be by seniority from among those who bid except
inactive operators will be awarded positions at the location they last worked
ahead of active operators from another location. Operators will be responsible
to be aware of such postings and the Company is not obligated to notify
operators of any such postings. Operators must sign such bid in person and be
available on the effective date. Successful bidders for the posting of
extraboard positions under this provision waive the seven-day recall language.

                                                                              13
<PAGE>

(c) Hardship Transfer Operators may request a transfer to a new location if
their continued work at their home location creates a hardship. Hardship
transfers are subject to Company and Union approval. Operators granted a
hardship transfer forfeit all hold-down bidding and displacement rights for the
duration of the current bid at their new location.

(d) Hold-Downs and Vacancies New runs and vacancies between general bids will be
posted as hold-downs at the extraboard location covering the work. Hold-downs
will be subject to bid by all operators on the extraboard at the location and
will be awarded to the senior extraboard operator bidding. Hold-downs consist of
new runs, permanent vacancies or temporary vacancies due to vacations or other
leaves.

         The successful bidder of a hold-down posted because of a new run or
because the regular operator vacated the run permanently, either voluntarily or
due to resignation, retirement, or death will be considered the regular operator
for the duration of the bid and will be subject to all rules of a regular
operator, including displacement.

         Temporary vacancies will be posted only when there are five or more
known working days included in the hold-down posting. Operators may elect to
utilize any scheduled days off immediately at the end of the hold-down as if
they were their regular days off.

         Hold-downs will be posted each week on Wednesday, Thursday, or Friday
and awarded the following Thursday at 3:00 p.m. local time (six to nine days
later).

         If a hold-down is posted and not bid, it will be assigned to the junior
operator on that board, or may at the Company's discretion, be worked off the
extraboard.

         Successful bidders of a hold-down will be removed from the board nine
hours before the time required to report for the assignment. Successful bidders
out on an assignment at the time they should have been removed from the board
must complete their assignment and pick up the hold-down at their home location,
after they have secured their rest. Earnings guarantee will not apply.

         Operators called for an extraboard assignment and instructed to report
12 hours or less before the time required to report for the hold-down assignment
may, at the time of the call, decline the report for an assignment if sufficient
operators are available. Operators who decline such assignments will be removed
from the board and placed on the hold-down at that time. If sufficient operators
are not available, the assignment must be accepted. If unable to pull the first
trip of the hold-down, operators will be paid the greater of the first day of
the hold-down or the work performed. Operators on hold-downs, vacation or leave
of absence bidding a new hold-down must be available to perform the hold-down's
first trip. Hold-downs will be awarded only to active operators. To be
considered active, operators must be on the extraboard available for call, on
assignment, or on their time off at the time the hold-down is awarded.

         All hold-downs bids must be signed in ink. Once the hold-down is
signed, it may not be altered in any manner. Operators bidding a hold-down will
not have a claim to any guarantee for wages lost as a result of their bid.

(e) Material Change The following are considered material changes:

         1.       Change of location of assignments.

         2.       Change of run destination (excluding garage and/or terminal
                  changes within the same city).

         3.       Change of more than an aggregate of one-hour sign-on or
                  sign-off time in the assignment at the operator's home
                  location in a three-month period.

         4.       Change of more than one-hour sign-on or sign-off time in the
                  assignment at the operator's home location.

         5.       Change of days off.

         6.       Change of assignment resulting in a decrease of $100.00 or
                  more per month in earnings.

         When the working conditions of regular runs are materially changed,
operators have the following options:

         1.       Remain on their run.

         2.       Displace their home extraboard.

         3.       Displace any junior regular operator at their home location.

         Runs vacated under this provision will be handled under the Hold-downs
and Vacancies provision.

                                                                              14
<PAGE>

(f) Regular Runs and Extraboard Selection The Company will conduct a minimum of
four nationwide general bids for all regular runs and extraboard positions to be
effective in January, March or April, June, and August or September. All
operators who have worked during the current bid period and prior to the new bid
closing are eligible to bid. Eligible operators who fail to bid forfeit rights
to displace except to the extraboard at the operator's home location; such
operators may fill any open positions or displace a junior operator on that
extraboard. Runs will be awarded on a seniority basis.

         Operators bidding regular runs and hold-downs must qualify themselves
to work the bid job. Qualified includes, but is not limited to, proper licenses
and knowledge of the route bid.

         In recognition of a business need for all operators to be available
during the busy summer season, the following applies to the June and
August/September general bids:

-        Operators changing locations with the June general bid must assume
         their new assignment effective on the first day of the bid. Operators
         with legitimate reasons for an extension on their arrival date must
         secure an authorized leave of absence from a Company supervisor at the
         new location. Operators who do not change locations must pull the first
         cycle of their new run unless it would cause a loss of earnings between
         the pay for the old and new assignment.

-        Operators changing locations with the August/September general bid must
         work through the final work day prior to the effective date of the
         August/September bid. Operators who do not change locations must work
         the last complete cycle of the June run bid unless it would cause a
         loss of earnings between the pay for the old and new assignment.

         Operators who change cycles due to a run bid change are not entitled to
lost wages or overtime. Operators returning to work from authorized leave or
reinstated will be assigned in the following manner:

-        Operators with a prior assignment within the current run bid must
         return to their prior job.

-        Operators who have not held a job in the current or upcoming bid may
         displace any junior operator or open position at their home location.

-        Operators eligible to bid who failed to do so may only bump the
         extraboard or any open position at their home location.

         Extraboard positions are bid by seniority. Operators who do not receive
their bid choice on a general bid will be assigned to a vacancy nearest their
present location. If no vacancies exist, they will be furloughed immediately.

ARTICLE O-2. EXTRABOARDS --The Company reserves the right to establish,
maintain, alter, alleviate, or change extraboards at locations where the
necessity of the service requires. Seniority choice will determine the operators
who are assigned to the extraboards. The extraboard to which a new operator is
assigned will be designated by the operator's seniority bid. Seasonal operators
will rotate on the extraboard and will be eligible to bid on designated runs and
hold-downs only. Part-time operators will rotate on a separate extraboard and
will not rotate on the full-time extraboard. The order of assignment for
extraboard work is full-time/seasonal extraboard operators, full-time/seasonal
extraboard operators on their day off, full-time regular operators who have
signed for work on the superboard (with hours to perform the work and who would
not miss their regular run), part-time operators, pre-assigned regular
operators, and rentals.

         Full-time extraboard operators who are available for service 12 days in
a payroll period will receive a biweekly guarantee of $375.00. Available for
service means that an operator must be promptly accessible by telephone or be
present at the garage or terminal if directed by the Company. Holiday pay is in
addition to the biweekly guarantee.

         When an extra operator transfers from one board to another after
learning two routes of the board to which the operator transfers, the operator
will be placed on the extraboard for work. Extra operators must qualify for all
runs serviced by their extraboard within 30 days from the date assigned. An
extra operator who fails to become qualified within such period will be removed
from the board and must learn all routes.

         Extraboard operators entitled to an assignment over a route they have
not learned may be removed from the board and required to ride the trip and
learn the route. This provision will not apply to an operator at any
away-from-home location. If business plans indicate a potential operator or
equipment shortage, the Company may assign a regular operator, part-time
operator, or rental bus ahead of available extraboard operators. This will
permit the Company to assign regular operators to assignments that will allow
them to work and return home to be available to pull their next scheduled run.
It will also permit the Company to assign rentals or part-timers to

                                                                              15
<PAGE>

assignments that will allow them to work and return home before their available
period ends. The first-up extraboard operator missing an assignment under this
provision is entitled to a claim under the runaround provision.

(a) Extraboard Run Assignments Extraboard operators assigned to a regular run
will be paid for protection up to the sign-on time of the run. Extraboard
operators assigned to an extra section, a charter, a deadhead, or to DHOC will
be paid for protection from report time according to instructions up to the
actual time of departure. Protection will be paid at the protection rate.

         Runs will be assigned at the specified assignment time in the Run Guide
or 30 minutes prior to departure time. Doubles, deadheads, and DHOC will be
assigned at least 15 minutes prior to scheduled departure time, if known, or
when they develop. When simultaneous assignments occur, the first-up operator
will make his choice on available work, the second-up operator will make his
choice of the remaining available work, and so on. If, after making a choice,
the run or work the operator selected is canceled, he will remain first-up for
the next known assignment after the other simultaneous assignments occur,
without a bump.

         Extraboard operators assigned to straight-away runs (a run that
requires operators to secure their rest before returning to their home terminal)
will be assigned the entire run. However, upon arrival at the layover location,
operators may elect to vacate the run and be placed on the extra board by
notifying central dispatch at the time they sign in at the layover location.
Operators will then fall under all provisions of the First-In, First-Out
language except that the Layover and Meal Allowance provisions will not apply.
This does not apply to extraboard operators assigned to a turn-around run (a run
in which the operator is not required to secure his rest before returning home)

         Open regular runs will be assigned to the first-up extraboard operator
from the location where the run originates. If no extraboard operators from the
location where the run originates are available, the run will then be assigned
board-to-board under normal first in, first-out rules.

(b) First-In, First-Out Extraboard assignments will be made on the basis of
first-in, first-out. Operators returning to their home location, who have
secured their rest at an away location, and who still have available driving
time within their 10 hours, may be first-up for assignment. The Company, at its
option, may release such operators and place them on the bottom of the board or
on protection within two hours after arrival. Four hours after being placed on
protection, operators who have not received an assignment will be placed on the
bottom of the extraboard. If an assignment is received, the assignment must be
round trip or operators will be returned home immediately upon completion of a
one-way assignment, either DHOC or other available work. No runarounds will
apply when returning operators to their home location under this provision.

         Operators returning to their home extraboard within eight hours of the
original report at their home extraboard who still have available driving time
may be first-up for an assignment if they have sufficient hours to complete the
assignment. At the Company's option, operators may be placed on the bottom of
the board or placed on protection within two hours after arrival. If placed on
protection, an operator who has not received an assignment within eight hours of
his original report will be released and placed on the bottom of the extraboard.

         Extraboard operators at an away-from-home location without an
assignment, and not on temporary transfer, will be worked first-in, first-out to
or towards their home terminal, except when the extra board is depleted. When
the extraboard is depleted, operators may be used on any assignment in any
direction.

         When two or more operators arrive at their home board at the same time,
they will be placed on the bottom of the extraboard or remain first-up in the
following order:

1        The order of the previous report for assignment.

2.       The operator who had the first report time on that day.

3.       If the report times were the same, the operator returning from the most
         distant location.

4.       If the report times were the same and traveling the same distance, the
         order they left their home location.

         Extra operators who, through no fault of their own, are runaround will
receive runaround compensation for this occurrence. In no instance will
runarounds apply to regular operators including regular operators working on the
extraboard. Extra operators will ascertain that they are on the extraboard and
in the correct position and immediately notify their supervisor when they have
been placed in the wrong position on the board or left off the board. Regardless
of circumstances, an operator will not be considered as having been runaround
more than once in any 24 hour period.

                                                                              16
<PAGE>

         Runarounds will be paid at the fixed rate of $50.00 per occurrence per
approved runaround. If an operator is runaround and does not work within the
next 12 hours, the operator will be entitled to a full runaround payment for the
assignment missed, and will not receive the $50.00 penalty. Only the first-up
operator at the time of occurrence will be entitled to a runaround payment.

(c) Overtime for Extraboard Operators Overtime will be paid at the rate of time
and one half for all paid hours worked (does not include benefit compensation)
over 50 hours in a seven-day period and at double time rate for all paid hours
worked over 70 hours in a seven-day period. The overtime periods begin 12:01
a.m. Monday and end 11:59 p.m. Sunday.

         Hours worked on charters of 36 hours or more or hold-downs of seven
days or more will be excluded when calculating overtime under this article.

(d) Reporting Time Extraboard operators will protect all runs and schedules.
Extraboard operators are responsible for keeping themselves advised of their
status on the extraboard and all operators must provide themselves with
telephone service. To be considered available for service, extra operators must
have sufficient rest and must be able to reach the garage or terminal within two
hours at their home location and one hour at an away location, unless otherwise
extended. The Company will cooperate and upon request furnish information as to
extraboard standing and the probable call times. Operators are responsible for
all messages transmitted through or to other parties.

         First-up extraboard operators who are unavailable and cannot be
notified by the Company to receive instructions to report to work will be
removed from the extraboard for 12 hours. Extraboard removal is not considered
discipline. Operators with an assigned report time who report late may be
assigned work; may be placed at the bottom of the extraboard, if an extra
operator; or returned home until the next assignment, if a regular operator.

         Extra operators booking off sick or fatigued will be removed from the
extraboard for a minimum of 24 hours and placed on the bottom of the board when
they are physically able to call in and perform work. If the extraboard is
depleted, operators may be placed on the extraboard before the end of the 24
hours. Operators will not be permitted to drop to the bottom of the board. All
book-offs must be in 12 hour increments.

(e) Temporary Transfer Assignment Method A voluntary temporary transfer list
will be established at each extraboard point for the purpose of assigning
temporary transfers. Extraboard operators may sign this list at any time after
becoming a member of the extraboard at such location. Assignments from the
voluntary list will be made according to the operator's position on the regular
extraboard on a first-in, first-out basis. Extraboard operators who have signed
the temporary transfer list and refuse an assignment will be removed from the
voluntary transfer list and will not be eligible to sign up on the list again
for a period of 30 calendar days. In the event no operators sign the list, or if
the list is depleted, transfers will be assigned to the junior operator
currently on the board at the time of the assignment. All assignments will be
made nine hours before the operators are scheduled to leave their home terminal.

         Temporary transfer operators moving from one extraboard to another are
responsible for learning the new routes at the new extraboard location. The
Company may require the temporary transfer operators to pad on schedules to
learn the route. Temporary transfer operators will be paid $12.00 per day while
learning routes.

(f) Temporary Transfers - Extraboard Operators The Company has the right on an
emergency basis to order extraboard operators onto the extraboard at another
location. If the temporary transfer is mandatory, the temporary transfer will
not exceed seven days. Voluntary temporary transfers may extend up to 30 days.
Temporary transfers must be for a predetermined period of time. Any extension in
time must be mutually agreed upon between the Company and the employee. Any
extension exceeding 30 days is considered a permanent transfer except that an
operator on assignment on the 30th day may complete the assignment and return to
his home terminal and will not be considered a permanent transferee. During the
transfer period, the temporary transfer operator's home terminal will not change
unless the transfer becomes permanent. If a transfer becomes permanent, the
operator will be placed on the extraboard at the new location and will work
first-in, first-out from the new location for the entire period without bidding
or bumping rights at the new location.

                                                                              17
<PAGE>

         Temporary transfer operators will be placed on the other location's
extraboard in the same order as they vacated their home boards. The Company has
the right to work operators to the temporary transfer location on deadheads or
DHOC only. Deadhead buses must go to the temporary transfer location. Other
types of assignments may be made only if the board is depleted. Temporary
transfer operators must be sent home immediately at the end of the
pre-determined time period or, if on assignment, immediately upon the completion
of the assignment. The Company may return the operators to their home location
prior to the expiration of the predetermined time.

         The Company may work the temporary transfer operator home after arrival
at the temporary transfer location, if the driver plugs the foreign extraboard
at the temporary location behind drivers from his home location, and works under
the First-In, First-Out provisions of the contract. The operator may be
cushioned home immediately ahead of other operators on the extraboard.

         The Company will provide temporary transfer operators a room and will
pay operators a meal allowance as outlined under the Meal Allowance provision
for the first 30 days. The meal allowance period commences when temporary
transfer operators leave their home terminal and continues until they return to
their home terminal or the transfer becomes permanent.

(g) Layover Upon being released from an assignment at an away-from-home
location, an extraboard operator becomes eligible for meal allowance 16 hours
after securing eight hours rest. Meal allowances will be calculated under the
Meal Allowance provision.

         An extraboard operator held away from home without work will receive a
layover penalty of $5.00 per hour or fraction thereof for each hour after the
16th hour for the next eight consecutive hours. After the first 24 hours, the
operator will be paid $5.00 per hour in eight-hour cycles--eight hours off,
eight hours paid, eight hours off, and so forth until he reports for an
assignment/protection. This does not apply to temporary transfer operators.

         Operators held away from home without work for more than 24 hours may
request an assignment to or towards their home terminal. If this request is
denied, and the operator has not worked after another 12 hours, he may again
request to be assigned on the first schedule to or towards his home terminal
after the 36th hour. The second request must be granted immediately.

         The layover penalty and meal allowance will not apply to extraboard
operators on regular run assignments or hold-downs.

(h) Time Off for Extraboard Operators Time off requested by operators will be
granted, manpower permitting, in 12 hour increments; i.e., 12 hours off, 24
hours off, 36 hours off, and so forth.

ARTICLE O-3. CHARTERS

(a) Charter List (Multiple-Day) There will be a multiple-day charter list for
all charters of 36 hours or more. To be eligible, operators must have a minimum
of one year of service and have satisfactorily completed a special charter
training program. Operators who refuse an assignment from the multiple-day
charter list will be removed from the list for 30 days. All charters of less
than 36 hours will work on a first-in, first-out basis without consideration to
the charter list.

(b) Notice of Assignment Special party or charters of less than 36 hours will be
assigned, when possible, 30 minutes in advance.

         Charters of 36 hours or more will be assigned to the first-up
multiple-day charter list operator. This is the first operator on the regular
extraboard who is on the multiple-day charter list. If no multiple-day charter
list operators are available, the charter will be assigned to the first-up
extraboard operator with sufficient hours to operate the charter. When possible,
charters of 36 hours or more will be assigned nine hours in advance. If a
nine-hour call is not possible, the assigned operator must elect at assignment
time to either accept the entire charter or be relieved at the next extraboard
location where there is available manpower.

         All charters will be operated by operators from the nearest extraboard
unless a specific operator is requested.

(c) Charter Pay Operators will be paid the charter driving rate for all time
spent driving and the protection rate for all non-driving time, including hours
logged off duty, except when securing required DOT rest. Pay begins at the time
an operator reports for an assignment. Pay continues until the bus is dropped at
the conclusion of the

                                                                              18
<PAGE>

assignment or at the start of the period when the operator is released to obtain
rest at a room provided by the Company or charter party. Pay will commence again
when the operator is required to report back on duty.

         If a charter of less than 36 hours requires an operator to secure rest
(nine hours or more), away from his home location, the operator will be paid a
minimum of eight hours of pay at the charter driving rate. On charters of 36
hours or more, operators will receive a guarantee of eight hours at the driving
rate in each complete 24-hour period. The 24-hour period commences at the time
of assignment of the charter. If such charter is canceled through no fault of
the operator, after the operator reaches the pick-up point, the operator will be
paid a minimum of eight hours at the charter driving rate and placed on the
bottom of the board.

         Meal allowance will only be paid on charters of 36 hours or more as
provided in the Meal Allowance section.

         If regular operators are assigned a charter they will be guaranteed an
amount equal to their regular earnings for the duration of the charter, unless
requested; in which case, there is no guarantee.

         Operators accepting request charters from a city other than their home
location must position themselves at no cost to the Company.

(d) Charter Sales Incentive The Company will pay a five per cent commission to
operators who sell charters without the assistance of a travel agency, provided
they are accepted by the Company. Effective March 1, 2000, a six percent
commission will apply. The commission will be paid after the charter is paid for
and operates. The Company reserves the right to operate or reject any charter
and charters operated will be limited during peak periods. It is also understood
only one commission will be paid for a charter and no commission will be paid on
discounted charters.

ARTICLE O-4. GARAGE PAY -- At all points where the garage is separate and apart
from the terminal, a garage allowance will be paid to the operator driving to or
from the garage at the deadhead rate unless the operator is on protection.
Operators on protection will be paid the protection rate with no duplication of
pay.

ARTICLE O-5. REST -- Extraboard and regular operators working extra who are
required to secure their rest must have nine hours off between sign-off time and
the time of a call to report. However, operators may be assigned to the second
half of a regular straight-away run if they completed the first portion of the
same run, subject to DOT limitations.

         Unless extended, the standard call to report for duty will be two hours
at a home terminal dispatch point and one hour at away-from-home terminal
dispatch points. Call times will be consistent within each location, based on
commute times, traffic patterns, etc., and may be changed from time to time by
mutual agreement between the Company and the Union.

         Extra operators who do not have sufficient DOT hours of service
remaining will revert toward the bottom of the board, one plug at a time, until
they have secured sufficient hours to resume service.

ARTICLE O-6. LATE ARRIVAL AND CANCELLATION.

(a) Cancellation When the Company cancels service for any reason, regular
operators who have reported will be paid that day's work or be placed on the
extraboard, and if used, guaranteed the same amount as if they had worked their
regular run on that day. The operators placed on the extraboard may be passed
over for assignments that would make them miss their next run. If released,
these operators will not be recalled to work that day.

         If service is canceled, the Company will attempt to notify regular
operators of the cancellation as soon as possible. Notice must be given to the
operators at their home location at least two hours prior to sign-on time or at
least one hour at an away-from-home location. Notification will be attempted
first by telephone. If the operators can not be contacted by telephone, a VRU
message will be left. Operators so notified will not be entitled to any pay for
canceled service.

         When regular operators arrive at a point other than their normal
away-from-home location and are held, they will fall under Late Arrival
provisions unless they receive their rest at that location. The operators will
be guaranteed their run pay for that day. Regular operators held at this
location receiving their rest will be paid eight hours out of each 24-hour
period at the protection rate. The first eight hour period commences one hour
after completing eight hours rest. Reasonable room expenses and meal allowances
as defined in the Meal Allowance

                                                                              19
<PAGE>

section will be paid. The Company may use the operators to or towards their home
terminal or on any portion of their regular run. In the event no extraboard,
superboard, or part-time operators are available at that location, the regular
operators may be used for any open assignment.

         Regular operators held at their normal away-from-home location on
Company orders due to cancellation of service will be guaranteed eight hours pay
at the protection hourly rate in the first 24-hour period commencing at their
normal schedule departure time. During the next 24 hours, regular operators will
be guaranteed 12 hours at the protection hourly rate. The third and any
subsequent 24-hour period regular operators will be guaranteed 15 hours at the
protection hourly rate. Reasonable room expenses and meal allowances as defined
in the Meal Allowance section will be paid. The Company may use these operators
to or towards their home terminal or on any portion of their regular run. In the
event no extra operators are available at that location, these regular operators
may be used for any open assignment.

         These provisions do not apply to charters.

(b) Late Arrival Operators delayed on any schedule, through no fault of their
own, who arrive at a terminal too late to operate the next portion of their run,
are guaranteed compensation no less than they would have earned. The Company
reserves the right to position operators without additional compensation so they
can perform as much of their regular work as possible.

         Operators delayed on any schedule, through no fault of their own, will
be paid the driving rate for any time in excess of 45 minutes of the scheduled
arrival time. However, late arrival pay will not be due on any subsequent
schedules when created by any previous late arrival on an operator's run. Late
arrival pay is not due if operators are notified of a revised report time two
hours prior to scheduled report time at their home terminal or one hour prior to
report time at layover. A layover point means a location at which operators are
required to secure their rest. Extraboard drivers paid protection until
departure will not receive late arrival pay unless more than 45 minutes is lost
en route.

ARTICLE O-7. MANNING OF OPERATOR WORK -- All motor coaches operated by the
Company under its certificates and permits, except wrecking equipment,
maintenance service, and delivering equipment to and from garages, will be
driven by operators holding seniority at the point of origin for the operation
if such operators are available.

         This article does not apply to equipment or operators leased or
chartered during peak periods or during emergencies, or to runs using equipment
of 35 feet or less.

         It is understood that wrecking equipment does not include any equipment
except that used in repairing and towing. It is understood that maintenance
service as used in this article means those cases where the garage dispatches a
bus driven by a maintenance employee for the purpose of replacing another bus
which is broken down and those cases where a maintenance employee takes a bus
out for testing purposes. Nothing in this Agreement limits the right of the
Company, subject to DOT limitations, to determine the daily time and distance to
be driven by an operator without regard to any formal or informal geographic
division of the Company or the Union. The Company will notify the Union of major
changes and the parties will meet promptly to confer, upon request, but in no
event is the Company precluded from making such changes after giving the Union
14 days notice if the Company was available to meet and confer during that
period.

ARTICLE O-8. MEAL ALLOWANCE -- Meal allowance will be paid in each 24-hour
period when specified in this Agreement as follows:

<TABLE>
<S>                                     <C>
6 - 7 hours                             $ 4.00
8 - 15 hours                            $12.00
16 - 24 hours                           $20.00
</TABLE>

         There are no exceptions to the above regardless of location.

ARTICLE O-9. BOOKING OFF -- A regular operator calling in sick will be required
to pick up his run at his home location after notifying the Company four or more
hours in advance of the next sign on time.

                                                                              20
<PAGE>

ARTICLE O-10. OPERATOR'S COMPARTMENT -- The Company will meet and confer with
the Union prior to designing new driver's compartments or making changes in the
design of existing driver compartments, including the driver's seat.

ARTICLE O-11. OPERATORS EQUIPMENT -- Certain equipment necessary in the conduct
of an operator's work, including badge, punch, rule book, and working flashlight
will be furnished by the Company. Operators must sign a receipt for all
equipment furnished by the Company. Operators must safeguard such equipment, and
if any is lost or damaged beyond use, operators must make immediate application
for replacement, at their expense. Operators must turn in all equipment to the
Company upon termination of service or demand.

ARTICLE O-12. REPORTING TO COMPANY -- Operators will not be instructed to report
by the Company on their days off, after leaving their assignment or more than 20
minutes prior to the normal report time except in cases of a serious nature or
to complete an accident report. Operators may be required to report for training
on their days off and they will be compensated at one and one-half times the
protection rate for actual training hours.

ARTICLE O-13. SPEEDOMETERS -- In cases of speeding charges, if requested, the
bus speedometer will be checked when the bus is next at a garage with
speedometer test equipment. Operators must make their request during the day of
the alleged speed charge to the Maintenance Response Desk and in writing to
their own supervisor when they return to their home location. Copies of the
speedometer check will be furnished to an operator within 15 days of an operator
request to the Company or the operator's record will not be charged. If the
degree of error in the speedometer equals or exceeds the clocked miles per hour
in excess of the speed limit, the operator's record will not be charged.

ARTICLE O-14. UNIFORM ALLOWANCE -- Newly hired full-time operators are required
to purchase their initial set of Company specified uniforms.

         The Company will award full-time operators who work 1,200 hours in a
calendar year a uniform allowance of $100 on January 1st of the following
calendar year. Unused amounts of credit may be carried over from year to year.
Any allowance amount that remains unused upon termination of employment is
forfeited. Lost, stained, soiled or damaged uniforms are to be replaced at the
operator's expense. The Company will reimburse operators for cleaning and repair
of their uniforms when soiled or damaged as a result of unusual circumstances
during the performance of their duties. Operators must submit a cleaning bill
indicating it is for the cleaning of Greyhound uniforms.

ARTICLE O-15. READY LINE -- Buses will be placed on a ready line so operators
are able to pick a bus up without danger to the operator's safety record.

ARTICLE O-16. REGULAR LAYOVER ROOM -- The Company will provide and arrange for
suitable rooms for out-of-town operators at regular layover points. The cost of
such rooms will be paid by the Company.

ARTICLE O-17. REGULAR OPERATORS WORKING EXTRA -- All protection will be
performed by extra operators and regular operators placed on the extraboard
under other provisions of this Agreement except when there are no extra
operators available, qualified regular operators may be used. Regular operators
so used may not be bumped from such an assignment. Regular operators used under
this provision who are assigned an open straight-away run may be given priority
over the extra operators at the foreign board for an assignment back to their
home location or cushioned home.

         Regular operators working on their relief days will be paid time and
one half their applicable rate of pay.

         Regular operators at a terminal other than their home location will be
assigned on a first-in, first-out basis among other regular operators working on
their relief days.

         The Company will establish a superboard for regular operators who wish
to work on their days off. Superboard operators may be used only when the
regular extra board is exhausted. Superboard operators will be used prior to
requiring junior regular operators to do the work.

         Regular operators who do not have proper rest or DOT hours to pull
their regular run as a result of working extra or on their day(s) off are
guaranteed regular earnings for one day and it is their responsibility to
position themselves to pick up their regular run for subsequent days. Operators
must notify the Company of their desire to pick up their run at an
away-from-home location far enough in advance to allow for proper assignments to
extraboard

                                                                              21
<PAGE>

operators.

ARTICLE O-18. SCHEDULE CHANGES -- The Company will notify the Union whenever
schedule changes are made. Upon request, the Company will then meet and confer
with the Union regarding changed running times.

                                    MECHANICS

ARTICLE M-1. CHANGE OF SCHEDULE NOTICE -- The scheduled hours of employees will
not be changed without at least 24 hours prior notice. This will not be used to
circumvent the use of overtime.

         The Company will keep posted in a conspicuous place the various work
schedules of each garage. Such schedules will show the hour work begins, the
period of relief for lunch, the quitting time and the days of work per week.
Said lunch period will not commence before the beginning of the fourth hour and
will be completed by the beginning of the sixth hour, from the beginning of the
shift. If an employee's shift schedule is changed more than one hour, except for
training purposes, the employee may exercise his bumping rights to displace a
junior employee or remain on the shift.

ARTICLE M-2. COMMERCIAL DRIVER"S LICENSE -- All mechanics are required to have a
commercial driver's license as a condition of employment with the following
exceptions:

-        At locations with 15 or more employees, mechanics who are not able to
         obtain a commercial driver's license or lose their commercial driver's
         license for any reason, will be allowed to continue to work; however,
         the Company may assign them to a specific shift where a commercial
         driver's license is not necessary.

-        At locations with less than 15 employees, mechanics who lose their
         commercial driver's license for any reason will be given an unpaid
         leave of absence not to exceed one year.

ARTICLE M-3. COVERALLS -- The Company will provide four sets of coveralls or
four sets of pants and shirts for maintenance employees each year. Where
coveralls are rented, the Company will pay 70 percent of the rental cost.

ARTICLE M-4. COMPANY TOOLS AND EQUIPMENT -- Company owned tools and equipment
will be issued from the stockroom or tool room on a custody receipt and must
returned to the stockroom or tool room. In the event the Company owned tools or
equipment are lost, the employees to whom the equipment was last issued will be
responsible and will be charged for the loss of the lost article.

         Each maintenance employee will provide, at the employee's own expense,
the hand tools necessary to enable the employee to properly perform the
mechanical duties of the employee's classification.

         A working flashlight and rubber gloves will be furnished to those
employees whose work requires such equipment. Employees will be required to turn
in new or worn out flashlights, and rubber gloves to the stockroom and/or tool
room before securing replacements. When leaving the employ of the Company,
equipment will be returned or paid for, reasonable wear and tear expected.

         The Company will cooperate with the Union in investigating and
attempting to correct and improve security measures for safeguarding maintenance
employees' tools at locations brought to the attention of the Company.
Surveillance cameras will be installed in the employees' tool storage area at
major garages.

ARTICLE M-5. FOUL WEATHER GEAR -- The Company will furnish all maintenance
employees, when exposed to foul weather, proper foul weather gear, which will
consist of rain suits and individual boots where the shoeless type is used.

ARTICLE M-6. GENERAL BIDS -- Each year every garage will have least two general
bids within each work classification. Job bid sheets on general bids will be
posted at least seven days prior to the start of bidding.

         In the event of a reduction in force or closure at a garage, laid-off
maintenance employees will have preferential transfer rights, to existing
vacancies without a bump, into any ATU Local 1700-represented garage.

                                                                              22
<PAGE>

Transferred maintenance employees will carry their seniority with them as
provided in the seniority section of this Agreement.

         This preferential transfer right will terminate 60 days after notice of
layoff. A maintenance employee exercising transfer rights under this provision
will have recall rights to his original garage.

ARTICLE M-7. HEAVY WORK -- The Company agrees it will not create an unnecessary
burden upon any employee that would be injurious to the employee's health by
requiring the employee to do heavy work alone, such as heavy work on springs,
transmissions, reline, repacks, batteries, etc. Heavy work will be distributed
as equally as possible.

         Employees will be required to use safety equipment while working under
coaches, such equipment to be made available by the Company.

ARTICLE M-8. LACK OF WORK -- In the event there is a lack of work which
necessitates either the reduction of hours or the furloughing of employees, or
both, the Company agrees to confer with the Union before determining which
method will be used.

ARTICLE M-9. MANNING OF WORK -- It will be the Company's policy to have
maintenance work historically performed in its garages on Company operated
vehicles continued to be performed in its garages. Nothing in this Agreement
will be construed or interpreted to prevent the Company from taking its buses to
non-Company facilities for washing, cleaning, dumping, and fueling where the
Company elects not to have facilities in operation for those services or in peak
periods or emergencies, and nothing in this Agreement will be construed or
interpreted to prevent the Company from having maintenance work on road failures
and running repairs performed at non-Company facilities if those facilities are
closer to the location of the vehicle needing repair than the nearest Company
maintenance facility.

ARTICLE M-10. MOVING EXPENSE -- In the event that employees are moved by the
Company from one garage to another garage on account of work being moved to that
particular garage, financial assistance will be allowed to married employees in
the amount of $300 and to unmarried employees in the amount of $150, such amount
to be payable at the time the employee reports for work at the new location. In
addition, the employee so moved will be allowed up to five working days (40
hours) with no loss of earnings in effecting their relocation. Such employee
will report to work at the new location upon completion of the five days
referred to above.

ARTICLE M-11. OVERTIME DISTRIBUTION -- Overtime will be distributed among
employees qualified to do the work of each department without discrimination.

         An overtime record in each department at each location will be
maintained and posted on a monthly basis. When an employee declines overtime, it
will be recorded with the amount of overtime declined on the overtime record.

ARTICLE M-12. OVERTIME PASS UP -- Any employee will have the right, if the
employee so desires, to pass up the overtime when called upon by the Company to
work overtime, provided another qualified employee in that department is
available and willing at the time to take the employee's place.

ARTICLE M-13. POSTING OF VACANCIES AND NEW POSITIONS -- When vacancies are to be
filled or new positions are created, or when desirable to train an employee for
a position, the employees will be notified by bulletin posted for three
continuous days so that any employee may apply for the position. Employee
applicants will be given the same consideration as other applicants and if
qualified to perform the work without training, the senior qualified employee
applicant will be preferred over the outside applicant. Employee applicants, if
selected, will be subject to the probationary provisions of this Agreement.

         When positions are discontinued, the Union will be given notice in
writing. The exercising of displacement privileges must be done within 16 work
hours of the date when the position was awarded or vacated.

         An employee who is entitled to a displacement will indicate his choice
within 48 hours of notice if displacement is made within the garage affected or
within 72 hours if outside of the garage location. Notices to the displaced
employee and subsequent notice of his displacement will be in writing.

         New employees in a classification may be assigned to any shift on a
temporary basis for up to 60 days.

                                                                              23
<PAGE>

ARTICLE M-14. REST PERIODS -- Each employee will be allowed two rest periods of
10 minutes during the employee's tour of duty and the second will be during the
second half of the tour of duty. There will be no abuse of this privilege by the
employee.

ARTICLE M-15. ROAD FAILURE -- Road failure work will be performed by a Company
mechanic if available and qualified. However, the paramount consideration will
be speed and efficiency of repair, and outside mechanics may be used if doing so
would better accomplish those objectives.

         Off-duty mechanics will not be called in to do road work if there are
qualified mechanics on duty at the garage. If necessary to call in an off-duty
mechanic, the mechanic on duty will have the preference of taking such road call
if qualified.

         Employees returning from road call work will be allowed 10 hours off
duty between clock-out time from the road call to clock-in time on their next
regular shift at no loss in straight time earnings.

         Mechanical road failure work on buses when the Company uses the Company
mechanics will be handled as follows:

1.       It will be the policy of the Company not to deprive a mechanic on the
         road call board of such work:

         a.       For the express purpose of avoiding the payment of overtime
                  where such eligible mechanic has not been working six hours of
                  his shift. At locations where arrangements provide for an
                  eligible mechanic to be used who has worked for a period
                  greater than six hours of his work shift, such arrangement
                  will be continued.

         b.       For the express purpose of favoring some particular mechanic
                  to the detriment of the eligible mechanic.

2.       Reasonable expenses for meals and lodging will be paid by the Company.
         Necessary expense money will be advanced by the Company upon request of
         the employee before leaving for road failure work.

3.       Employees used in road call work will not be relieved from such work in
         order to prevent the accumulation of overtime when continuous duty
         would complete the same However, they may be relieved for proper rest.
         Employees will not be paid for time relieved for rest.

4.       All reports made regarding the cause of road failure will be
         substantiated by facts and, on request, such reports will be made
         available to the Union. Maintenance supervisors may include their
         opinion in such reports.

5.       Road call boards will be established in each garage. Qualified
         employees who desire to perform road call work should advise their
         Supervisor who will place their names on such boards and they will be
         called when it becomes necessary to call employees not on duty.

6.       The Company may have towing performed by outside towing companies.

7.       The Company will provide mechanics on road calls with cell phones.

ARTICLE M-16. SANITARY CONDITIONS -- Suitable sanitary conditions will be
provided in all garages of the Company for the use of employees. An assembly
room will be provided by the Company at all garages and sufficient lockers will
be available for the accommodation of the employees. Wash basins with soap and
paper towels will also be provided.

ARTICLE M-17. SHIFT TRADING -- Mechanics will be allowed to trade shifts under
the following terms and conditions:

-        There will be no overtime involved.

-        The request will be made at least 48 hours in advance.

-        The request will be in writing and signed by both parties involved in
         the requested trade.

-        The trade will be approved by a supervisor.

-        The trade will involve no more than two consecutive days.

         This accommodation will not be abused by the employees. The Company
will attempt to approve such requests.

ARTICLE M-18. SPRAY PAINTING -- No employees other than painters and painters'
helpers will be required to work in close proximity to equipment on which spray
painting is being done. The Company agrees that diesel motors will not run
excessively in the garage. Garages will be equipped with sufficient ventilating
equipment so that exhaust fumes will be speedily exhausted. Mechanics required
to spray paint will be provided necessary protective equipment and professional
spray guns. If any problems arise with this process, the Union and Company will
meet to resolve.

ARTICLE M-19. TEMPORARY ASSIGNMENTS -- Employees temporarily assigned to
classifications paying a higher

                                                                              24
<PAGE>

rate than their own, upon performing such new duties, will immediately receive
the rate in such classification that is higher than the rate being paid such
employee in the classification the employee is leaving.

ARTICLE M-20. TEMPORARY TRANSFER -- Employees may be transferred from one
Company garage to another for a temporary period not to exceed 30 days during
which time an employee so transferred would retain and accumulate seniority in
the garage from which the employee was transferred. The Company agrees that, in
the event it requires employees to transfer temporarily, it will pay reasonable
living expenses during the term of transfer. If the location transferred to has
a higher rate, the employee will receive that rate. This does not apply for the
purposes of training.

ARTICLE M-21. WORKING FOREMAN -- Working foreman will be considered a
supervisory position and appointed by the Company. However, the Company agrees
it will give every consideration to the senior qualified employees 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 will remain members of the Union. The employee appointed a working
foreman must spend a substantial portion of his time working with the tools to
be classified as such.

         Working foremen will not be permitted to bid a unit job or shift.
Working foremen will be paid at a rate of 105 percent of the mechanic's wage in
their location.

ARTICLE M-22. WORK WEEK AND OVERTIME -- The regular work week will be 40 hours,
consisting of either five consecutive eight-hour days or four consecutive
10-hour days. The Company will have the right to determine the percentage
between the work schedules at each location after consultation with the Union.
Work performed in excess of 40 hours per week or 10 hours in one day will be
paid at the rate of time and one-half.

         A mechanic called in on his off day will be paid a guarantee of four
hours' pay at the overtime rate. A building maintenance employee will receive
two hours minimum pay at the overtime rate for each call in.

                                      WAGES

ARTICLE W-1. MARKET WAGES -- The Company reserves the right to offer additional
compensation at any location in order to maintain an adequate work force.

ARTICLE W-2. INCENTIVE PAY -- The Company may offer incentive pay or non-cash
incentives at its discretion. Upon request, the parties will promptly meet and
confer over such incentive pay.

ARTICLE W-3. PAY PERIODS -- All employees will be paid every two weeks except
where prohibited by state law.

                                                                              25
<PAGE>

ARTICLE W-4. OPERATORS -- The following rates of pay will apply to all operators
working under this Agreement:

                                 OPERATOR WAGES

<TABLE>
<CAPTION>
                                            Schedule     Protection    Deadhead     Charter*
-------------------------------------------------------------------------------------------
<S>                                         <C>          <C>           <C>          <C>
October 1, 1998 - November 30, 1999          17.13          8.67         12.39        12.85
-------------------------------------------------------------------------------------------
December 1, 1999 - January 31, 2001          17.73          8.97         12.82        13.30
-------------------------------------------------------------------------------------------
February 1, 2001 - March 31, 2002            18.44          9.33         13.33        13.83
-------------------------------------------------------------------------------------------
April 1, 2002 - May 31, 2003                 19.08          9.66         13.80        14.31
-------------------------------------------------------------------------------------------
June 1, 2003 - January 31, 2004              19.85         10.05         14.35        14.88
-------------------------------------------------------------------------------------------
Charter pay is 75% of the schedule rate
</TABLE>

         Schedule pay will be the total trip time as reflected in the Company's
System Timetable in effect when the trip is made, minus scheduled rest stops of
30 minutes or more. Operators must report for duty at their sign-on time to
pre-trip and check their assigned buses, load passengers, and complete other
assigned duties. Operators must be ready to depart on schedule and complete
post-trip duties. Schedule pay covers pre-trip and post-trip duties, without
additional pay. Minimum day pay may be established for specifically identified
runs.

         Full-time operators hired after October 1, 1998 will be paid according
to the following schedule:

<TABLE>
<CAPTION>
                LENGTH OF SERVICE                    PERCENTAGE OF SCHEDULE RATES
---------------------------------------------------------------------------------
<S>                                                  <C>
Less than one year                                               85%
---------------------------------------------------------------------------------
More than one year but less than two years                       90%
---------------------------------------------------------------------------------
More than two years but less than three years                    92%
---------------------------------------------------------------------------------
More than three years but less than four years                   94%
---------------------------------------------------------------------------------
More than four years but less than five years                    96%
---------------------------------------------------------------------------------
More than five years                                            100%
</TABLE>

         The Company reserves the right to modify this wage progression schedule
and rates. Notwithstanding this provision, operators hired before October 1,
1998 will continue on the wage progression in effect at the time they were
hired.

         Length of service for pay purposes will be determined by full-time
continuous years of actual service as an operator with the Company.

         Part-time and seasonal operators will be paid market rates as
determined by the Company. The market rate of pay may not exceed the full-time
hourly rate for operators.

                                                                              26
<PAGE>

ARTICLE W-5. MAINTENANCE EMPLOYEES -- Wage rates for mechanics under this
Agreement are contingent on a mechanic successfully completing the prescribed
courses; not to exceed two courses in a contract year to be eligible for the
next scheduled annual increase. Any employee failing a course after two attempts
will forfeit the wage increase for the next contract year. The Company will
continue to provide training to all employees.

     Maintenance employees working under this Agreement will receive area wages
as set forth in the following table:

                                 MECHANIC WAGES

<TABLE>
<CAPTION>
LOCATION        10/1/98-12/31/98  1/1/99-11/30/99   12/1/99-1/31/01     21/01-3/31/02      4/1/02-5/31/03    6/1/03-1/31/04
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>               <C>                 <C>                <C>               <C>
Albany               $15.20           $15.45            $16.00             $16.63               $17.47            $18.17
------------------------------------------------------------------------------------------------------------------------
Atlanta               15.36            15.61             16.16              16.80                17.64             18.35
------------------------------------------------------------------------------------------------------------------------
Atlantic City         18.02            18.27             18.91              19.67                20.60             21.43
------------------------------------------------------------------------------------------------------------------------
Billings              13.21            13.46             13.93              14.48                15.24             15.85
------------------------------------------------------------------------------------------------------------------------
Boston                18.26            18.51             19.16              19.92                20.87             21.70
------------------------------------------------------------------------------------------------------------------------
Chicago               18.49            18.74             19.39              20.17                21.12             21.97
------------------------------------------------------------------------------------------------------------------------
Cleveland             16.17            16.42             16.99              17.67                18.54             19.28
------------------------------------------------------------------------------------------------------------------------
Columbus              16.17            16.42             16.99              17.67                18.54             19.28
------------------------------------------------------------------------------------------------------------------------
Denver                16.80            17.05             17.64              18.35                19.24             20.01
------------------------------------------------------------------------------------------------------------------------
Jackson               14.90            15.15             15.68              16.31                17.13             17.82
------------------------------------------------------------------------------------------------------------------------
Jacksonville          13.70            13.95             14.44              15.02                15.80             16.43
------------------------------------------------------------------------------------------------------------------------
Las Vegas             15.63            15.88             16.43              17.09                17.94             18.66
------------------------------------------------------------------------------------------------------------------------
Louisville            18.04            18.29             18.93              19.69                20.63             21.45
------------------------------------------------------------------------------------------------------------------------
Memphis               13.64            13.89             14.38              14.95                15.73             16.35
------------------------------------------------------------------------------------------------------------------------
Milwaukee             15.15            15.40             15.94              16.58                17.41             18.11
------------------------------------------------------------------------------------------------------------------------
Minneapolis           15.37            15.62             16.17              16.81                17.65             18.36
------------------------------------------------------------------------------------------------------------------------
Nashville             15.42            15.67             16.22              16.87                17.71             18.42
------------------------------------------------------------------------------------------------------------------------
New Orleans           13.99            14.24             14.74              15.33                16.12             16.76
------------------------------------------------------------------------------------------------------------------------
New York              16.62            16.87             17.46              18.16                19.05             19.81
------------------------------------------------------------------------------------------------------------------------
Philadelphia          18.02            18.27             18.91              19.67                20.60             21.43
------------------------------------------------------------------------------------------------------------------------
Pittsburgh            15.51            15.76             16.32              16.97                17.81             18.53
------------------------------------------------------------------------------------------------------------------------
Richmond              14.53            14.78             15.30              15.91                16.72             17.39
------------------------------------------------------------------------------------------------------------------------
Salt Lake             15.83            16.08             16.64              17.30                18.16             18.89
------------------------------------------------------------------------------------------------------------------------
Seattle               18.63            18.88             19.54              20.32                21.28             22.14
------------------------------------------------------------------------------------------------------------------------
Syracuse              12.84            13.09             13.55              14.09                14.84             15.43
------------------------------------------------------------------------------------------------------------------------
Washington            16.57            16.82             17.41              18.11                18.99             19.75
</TABLE>

                                                                              27
<PAGE>

                              DURATION OF AGREEMENT

         This Agreement will be in effect from October 1, 1998, until and
including January 31, 2004, and remains 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 its initial term or any annual
extension, or desiring to terminate the Agreement at its expiration, will notify
the other party in writing of its desire to negotiate modifications or to
terminate the Agreement at least 60 days prior to the expiration of the initial
term or any extension. In the event that any change or modification so requested
by either party is not mutually agreed upon prior to the expiration date of the
Agreement (or any extension), the Agreement will terminate at such expiration
date unless the parties agree to extend it by mutual agreement.

         In Witness Whereof, the parties have set their hands by their
respective duly authorized representatives, this 30th day of September, 1998.

         Greyhound Lines, Inc.

         ___________________________________

         Craig Lentzsch
         President and CEO

         Amalgamated Transit Union National Local 1700

         ___________________________________

         James Cushing-murray
         President

                                                                              28