Exhibit 10.11


                                                    Commencement Date 11-20-2002
                                                    Lease Term:  84 months Final
                                                    Payment:          10-20-2009

              This lease is non-cancelable for the term indicated.
                      Commercial Equipment Lease Agreement

     THIS COMMERCIAL  EQUIPMENT LEASE AGREEMENT  ("Equipment  Lease"), is by and
between Fair  Holdings,  Inc., an Ohio  corporation  (hereinafter  "Lessor") and
United Expressline, Inc., an Indiana corporation (hereinafter "Lessee").

                                      TERMS

     1. Lease. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees
to lease from Lessor,  the personal property  described on the attached Schedule
"A"  upon  the  terms  and  conditions  set  forth  herein  and in  any  related
Schedule(s)  (such  property  together  with  all  replacements,   repairs,  and
additions  incorporated  therein or affixed  thereto being referred to herein as
the  "Equipment"),  which  schedules  are  incorporated  and made part hereof by
reference herein. Throughout this document the term Equipment Lease shall herein
refer to this Equipment Lease and any related Schedule(s).

     2. Term.  The term of this  Equipment  Lease with respect to the  Equipment
(the Term) shall commence on the date that is set forth above (the "Commencement
Date") and shall  terminate  on the last day of the Lease  Term set forth  above
(the "Lease Term"),  unless earlier terminated in accordance with the provisions
of this Equipment Lease.

     3. Rent.  The rent for the  Equipment  for the  entire  Lease Term shall be
$824.60  per month (the  "Rent"),  with the first such  monthly  payment due and
payable on the Commencement  Date. All subsequent monthly Rent payments shall be
due in  advance  on the same  date of each  month,  or the  first  business  day
thereafter if such payment  becomes due on a non-business  day, at a location to
be  designated  in writing from time to time by Lessor.  Payments due  hereunder
shall be subject to the  provisions  of  paragraph  10. After having made the 84
payments  required  herein  and so  long as  Lessee  is not in  default  of this
Equipment Lease, Lessee may purchase the Equipment for One Dollar ($1.00).

     4.  Additional  Payment.  Lessee shall pay, in addition to Rent,  any other
amounts set forth herein.
<PAGE>

     5. Lessee Inspection:  Conclusive  Presumptions.  Lessee shall inspect each
item of Equipment within  forty-eight  (48) hours after receipt thereof.  Unless
within such period of time Lessee gives written notice to Lessor  specifying any
defect in or any other proper objection to the Equipment,  Lessee agrees that it
shall be conclusively  presumed,  as between Lessor and Lessee,  that Lessee has
fully  inspected and  acknowledged  that the Equipment is in good  condition and
repair, and that Lessee is satisfied with and has accepted the Equipment in such
good condition and repair and as satisfactory in all aspects for the purposes of
this Equipment Lease.

     6. Uses and  Location.  (a) Lessee shall use the Equipment in a careful and
proper manner, only in the normal and ordinary course of Lessee's business,  and
Lessee shall comply with,  and shall use the Equipment in accordance  with,  (1)
all state, federal and local laws, rules,  regulations,  statutes and ordinances
applicable  to Lessor  relating to the use,  possession,  operation,  licensing,
registration,  maintenance  or  inspection of the  Equipment,  (2) any insurance
policies in effect with  respect to the  Equipment,  (3) any  warranties  of any
manufacturer  with respect to the Equipment or any component thereof as attached
as Schedule "A", and (4) the operating  instructions  furnished by manufacturers
or other suppliers of the Equipment.

     (b) Upon 24 hours prior notice,  Lessor shall have the right to inspect the
Equipment  and  observe  its use  during  normal  business  hours  and any other
reasonable  time and to enter into and upon the premises where the Equipment may
be located for such purpose.  Lessee shall maintain possession of the Equipment.
Lessee shall give Lessor  immediate  notice of any  attachment or other judicial
process  affecting the  Equipment and whenever  requested by Lessor of the exact
location of the Equipment.

     7. Title and Return.  (a) The Equipment is the  property,  and at all times
shall remain, the sole and exclusive property of Lessor, and the delivery of the
Equipment to Lessee and Lessee's possession thereof shall constitute a bailment.
Lessee  shall  have no right,  title or  interest  to the  Equipment,  except as
expressly set forth in this Equipment Lease.

     (b) Upon expiration or earlier  termination of this Equipment Lease, unless
there has been a Casualty  Occurrence to the Equipment,  Lessee shall return the
Equipment to Lessor in good repair,  condition and working order,  ordinary wear
and tear  resulting  from proper use thereof alone  excepted,  by delivering the
Equipment at Lessee's cost and expense to a location to be designated by Lessor.

     8.  Maintenance  and  Repairs.   With  respect  to  items  not  subject  to
Manufacturer's warranty, Lessee, at its own cost and expense, shall (a) maintain
and keep the Equipment and all components thereof in good repair,  condition and
working order and in good condition as to appearance and mechanical performance,
ordinary wear and tear from authorized use excepted, (b) make all reasonable and
necessary repairs,  (c) purchase  replacements for and replace worn or defective
components of the Equipment,  so as to keep the Equipment in good mechanical and
working order,  and (d) cause the Equipment and all  components  thereof to meet
the applicable standards of any applicable governmental agency with jurisdiction
over Lessor, Lessee or the Equipment whether or not such requirements,  by their
terms,  are  normally  imposed  upon  Lessee.  Lessee  shall pay for any and all
replacement  parts  and  components  required  by this  section,  and  all  such
replacement  parts  and  components  shall be free and  clear of all  liens  and
encumbrances.   Title  to  all  such  replacement  parts  and  components  shall
immediately pass to Lessor upon installation thereof.
<PAGE>

     9. Alterations.  Without the prior written consent of Lessor,  Lessee shall
not make any material  alterations,  additions or improvements to the Equipment.
All  additions  and  improvements  of  whatsoever  kind  or  nature  made to the
Equipment shall belong to and become the property of Lessor upon the expiration,
or earlier termination of this Lease.

     10. No Warranties By Lessor. LESSEE HAS SELECTED BOTH (a) THE EQUIPMENT AND
(b) THE  MANUFACTURER  OR OTHER  SUPPLIER  FROM WHOM LESSOR IS TO  PURCHASE  IT.
LESSOR  MAKES NO W ARRANTY,  EXPRESSED  OR IMPLIED AS TO ANY MATTER  WHATSOEVER,
INCLUDING WITHOUT  LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENT,  ITS
MERCHANTABILITY  OR ITS FITNESS FOR ANY PARTICULAR  PURPOSE,  AND, AS TO LESSOR,
LESSEE  LEASES  THE  EQUIPMENT  "AS  IS".  If any item of  Equipment  or all the
Equipment  is not  properly  installed,  does  not  operate  as  represented  or
warranted by its manufacturer, or is unsatisfactory for any reason, Lessee shall
make any claim on account thereof directly against such  manufacturer and shall,
upon satisfactory resolution of the claim by manufacturer,  pay Lessor all rents
payable under this Lease.  In the event  manufacturer  is unable or unwilling to
resolve the claim,  Lessor will  engage a mutually  agreed  party to resolve the
claim to Lessee's  reasonable  satisfaction at Lessor's  expense.  Lessor hereby
agrees to assign to Lessee, solely for the purpose of making and prosecuting any
such claim all of the rights  which  Lessor has against  such  manufacturer  for
breach of warranty or other  representation  representing the Equipment.  LESSOR
SHALL NOT BE LIABLE FOR ANY DIRECT OR  CONSEQUENTIAL  DAMAGES INCURRED BY LESSEE
AS A RESULT OF ANY BREACH OF  WARRANTY  OR  REPRESENTATION  WITH  RESPECT TO THE
EQUIPMENT  AND  LESSOR  SHALL NOT BE  LIABLE  TO  LESSEE  FOR LOSS OF USE OF THE
EQUIPMENT,  OR FOR ANY INTERRUPTION IN LESSEE'S BUSINESS  OCCASIONED BY LESSEE'S
INABILITY TO USE THE  EQUIPMENT,  FOR ANY REASON  WHATSOEVER.  The provisions of
this  paragraph  are  intended to be a complete  exclusion  and  negation of any
express or implied  warranties by Lessor with respect to the Equipment,  whether
arising  under  the  Uniform  Commercial  Code or  under  any  other  law now or
hereafter in effect, or otherwise.

     11. Insurance.  Lessee, at its own expense, shall provide, maintain and pay
for (a)  insurance  against a loss or theft of or damage  the  Equipment  for an
amount equal to its  replacement  cost naming Lessor as a  loss-payee,  All such
insurance that Lessee is required by this  Equipment  Lease to maintain shall be
obtained  with an insurance  company with at least an A- rating by A.M. Best and
shall  provide that any loss  thereunder  shall be payable  notwithstanding  any
action,  inaction,  breach or warranty  or  condition,  breach of  declarations,
misrepresentations  or negligence of Lessee, its employees or agents.  Each such
policy shall contain an agreement by the insurer that  notwithstanding  lapse of
any policy  for any  reason,  or rights of  cancellation  by the  insurer or any
cancellation by Lessee, such policy shall continue in full force for the benefit
of the Lessor,  for at least thirty (30) days after  written  notice  thereof to
Lessor,  and no  alteration  in any such policy shall be made except upon thirty
(30) days  written  notice of such  proposed  alteration  to Lessor and  written
approval by Lessor. If Lessee fails to acquire any policy of insurance  required
to be maintained  pursuant to this  paragraph,  or fails to renew or replace any
such policy at least twenty (20) days prior to the expiration  thereof, or fails
to keep any such policy in full force and effect,  Lessor  shall have the option
(but not the  obligation) to pay the premiums on any such policy of insurance or
to procure new insurance in an amount type,  coverage and terms  satisfactory to
Lessor.  Any amounts paid therefore by Lessor shall be immediately due and payab
1 e to Lessor by Lessee  upon  demand by Lessor.  No  exercise by Lessor of such
option shall in any way affect the provisions of this Equipment Lease, including
the provisions that failure by Lessee to maintain the prescribed insurance shall
constitute an Event of Default.  The proceeds of such insurance shall be applied
toward the repair or  replacement  of the  Equipment if such repairs  exceed the
fair market value of the Equipment.
<PAGE>

     12.  Taxes and General  Covenants.  (a) Lessee  agrees to pay when due, all
sales,  use,  property,  excise,  license and  registration,  duties,  taxes, ad
valorem and assessments, charges or fees of any nature whatsoever (including any
fees incurred  with respect to engaging a  third-party  to apply and process any
permits,  fees or taxes)  (Except for any taxes  based upon  Lessors net income)
however  designated,  now and  hereafter  imposed  by any  governmental  entity,
whether  based  upon  the  Rent  or  the  Equipment  or the  purchase  delivery,
ownership,  leasing, use, possession or return thereof. Any fees, taxes or other
charges  paid by Lessor  upon  failure of Lessee to make such  payment  shall at
Lessor's demand become  immediately  due from Lessee to Lessor.  Lessor reserves
the right,  upon notice to Lessee,  to pay property  taxes  imposed on Equipment
which is leased  pursuant  to a fair market  value or a true lease.  If so paid,
Lessor will bill Lessee for the tax that shall  become an  obligation  of Lessee
under this lease.

     (b) Lessee shall keep the Equipment free and clear of any levies, liens and
encumbrances.  Upon Lessor's  request,  Lessee shall  execute,  acknowledge  and
deliver in recordable  form any documents or other  instruments  with respect to
the Equipment or this Lease as the Lessor may consider necessary or desirable to
comply with the filing or recording requirements of any jurisdiction.

     13. Indemnity.
     Lessee shall indemnify and defend  against,  and hold Lessor harmless from,
any and all claims,  actions,  damages  (including  reasonable  attorney's fees)
obligations,  liabilities and liens  (including any of the foregoing  arising or
imposed  without  Lessor's fault or negligence,  or in connection with latent or
other defects or under the doctrine of strict liability), imposed or incurred by
or asserted  against  Lessor or its  successors  or assigns,  arising out of the
manufacture, purchase, lease, possession, operation, condition, return or use of
the Equipment,  or by operation of law.  Lessee shall give Lessor prompt written
notice of any matter  hereby  indemnified  against and agrees that upon  written
notice by Lessor of the assertion of such a claim, action,  damage,  obligation,
liability  of lien,  Lessee  shall  assume full  responsibility  for the defense
thereof.  This paragraph 13 shall survive the expiration or other termination of
this  Equipment  Lease.  If Lessee  fails to provide  an  adequate  defense,  in
Lessor's  sole  discretion,  then  Lessor may retain its own counsel at Lessee's
expense.  All of Lessor's rights and privileges arising out of this paragraph 13
shall survive the expiration or other  termination of this Equipment  Lease. Any
amounts  required to be paid under this  paragraph  which  cannot be paid on the
dates  on which  Rent  would  become  due  because  of the  expiration  or other
termination  of this  Equipment  Lease  shall be due upon  demand  by the  party
claiming that such payment is due.

     14. Event of Default.  The occurrence of any of the following  events (each
of them an Event of Default) shall constitute a default under this lease:

          (a) failure of Lessee to pay any  installment of Rent or any other sum
     required by this Equipment  Lease to be paid by Lessee within ten (10) days
     after receipt of notice of such non-payment.

          (b)  Failure of Lessee to  observe,  perform or comply  with any term,
     obligation.  covenant or condition contained in this Equipment Lease or any
     Schedule other than the obligation  referred to in  subparagraph  (a) above
     within fifteen (15) calendar days after receipt of notice of such failure.

          (c) Any attempted  sale  encumbrance by Lessee of the Equipment or any
     item of Equipment.

          (d) Failure of Lessee to contest a lien or encumbrance known to Lessee
     and asserted against the Equipment or any Item of Equipment.

          (e) Failure to maintain any insurance  required under  paragraph 11 of
     this Equipment Lease.

          (f) Lessee ceases to do business as a going concern.

          (g) Lessee shall (1) be generally  not paying its debts as they become
     due, (2) admit its inability to pay its debts generally as they become due,
     (3) be insolvent,  either in that its liabilities  exceed its assets, or in
     that it is unable to pay its debts as they become  due,  (4) make a general
     assignment for the benefit of creditors, (5) file a petition in bankruptcy,
     or admit (by answer,  default or otherwise) the material allegations of any
     petition in bankruptcy  filed against it under the Federal  Bankruptcy Laws
     (as in effect of the date of this Equipment Lease or as they may be amended
     from time to time), or under any other law for the relief of debtors or for
     the  discharge,  arrangement or compromise of debtors' debts or (6) consent
     to the appointment of a receiver, liquidator, assignee, custodian, trustee,
     sequester or other  official with similar powers of Lessee or a substantial
     part of its assets.
<PAGE>

          (h) A petition shall be filed against Lessee in proceedings  under the
     Federal  Bankruptcy Law (as in effect at the date of this Equipment  Lease,
     or they be  amended  from  time to time),  or under any other  laws for the
     relief of  debtors  or for the  discharge,  arrangement  or  compromise  of
     debtors'  debts,  or any order shall be rendered by any court of  competent
     jurisdiction appointing a receiver,  trustee, or liquidator of Lessee or of
     all or part of Lessee's assets, and such petition or order is not dismissed
     or stayed within sixty (60) consecutive calendar days after entry thereof.

     15.  Remedies.  Upon the  occurrence of any Event of Default,  and any time
thereafter,  Lessor may at its option  exercise any one or more of the following
remedies:

          (a) Declare the entire amount of all unpaid Rent under this  Equipment
     Lease (including installments of Rent which would otherwise have become due
     after the Event of Default), if any to be due and payable immediately.

          (b)  Terminate  this  Equipment  Lease  as to  any  or  all  items  of
     Equipment, whereupon all rights of Lessee to the use of the Equipment shall
     absolutely  cease and  terminate but Lessee shall remain liable upon all of
     Lessee's  obligations  under this Lease. Any such  termination  shall occur
     only by written notice by Lessor to Lessee.  Any such termination shall not
     impair Lessor's right to exercise the other remedies set out herein.

          (c) Immediately  take  possession of the Equipment  after  terminating
     this Equipment Lease as provided in subparagraph (b) of this paragraph, and
     for this  purpose  may  enter  upon any  premises  of  Lessee  without  any
     liability for such entry.

          (d) Sell the Equipment or any other item of Equipment, with or without
     taking possession of it, at public auction or private sale at such time and
     upon such  terms as Lessor may  determine,  free and clear of any rights of
     Lessee. In such case Lessor may recover from Lessee the difference  between
     (i) the sum of (A) the  present  value  of the  rent  required  under  this
     Equipment  Lease after the Event of Default,  (B) the present  value of the
     fair  market  value  which  the  Equipment  would  have  had at the  normal
     expiration  of the  Equipment  Lease had there been no event of default (as
     determined by an independent  appraiser  acceptable to Lessor), and (C) all
     of the other  payments due to Lessor under this  Equipment  Lease as of the
     date  of sale  including,  but not  limited  to  amounts  due  pursuant  to
     paragraph 14 of this Equipment  Lease, and the proceeds of any sale of such
     Equipment  (which  proceeds  have been reduced by the  reasonable  expenses
     incurred by the Lessor in the retaking of possession, preparation for sale,
     and sale of such  Equipment).  To the  extent  that it does  not  duplicate
     amounts  credited to Lessee and deducted  from  amounts  Lessor may recover
     under the preceding  sentence,  Lessee shall be entitled,  in mitigation of
     damages,  to the net  proceeds of any such sale after  deduction  from such
     proceeds  of all costs,  charges  and  expenses  incurred  by Lessor in the
     exercise of its remedies  under this paragraph 16, up to the amount paid by
     Lessee under the preceding sentence.
<PAGE>

          (e) Lease the  Equipment,  or any item of  Equipment,  with or without
     taking possession of it, for such period and rental,  and to such personals
     as Lessor may elect.  In such case,  Lessor may recover from the Lessee the
     greater of (1) the  aggregate of (A) the present  value of the aggregate of
     the Rent required under this Equipment Lease for the term of this Equipment
     Lease  remaining  after  the  Event of  Default,  and (B) all of the  other
     payments due to Lessor under this Equipment Lease as of the date of the new
     lease,  including,  but not limited to amounts due pursuant to paragraphs 4
     and 14 of this Lease, less the present value of the contracted for rent for
     the Equipment to become due under the terms of the new lease for the period
     beginning  on the date the event of default  occurred and ended on the date
     the Term would have expired and had there been no Event of Default,  or (2)
     the  aggregate  of (A) the  present  value  of the  aggregate  of the  Rent
     required under this Equipment  Lease for the term remaining after the Event
     of  Default,  and (B) all of the other  payments  due to Lessor  under this
     Equipment Lease as of the date of the new lease,  including but not limited
     to amounts due  pursuant to  paragraphs  4 and 14 hereof,  less the present
     value of the fair rental value (as determined by an  independent  appraiser
     acceptable  to Lessor) of such  Equipment  for the period  beginning on the
     date the Term would have expired if there had been an Event of Default.  To
     the  extent  that it does not  duplicate  amounts  credited  to Lessee  and
     deducted from amounts Lessor may recover under subparagraphs (1) and (2) of
     this subparagraph (e), Lessee shall be entitled,  in mitigation of damages,
     to the net present value of the contracted for Rent under any new lease for
     the  period  beginning  on the date of the Event of  Default  occurred  and
     ending on the date this  Equipment  Lease would have  terminated  had there
     been no Event of Default ( discounted  at the interest  rate at which a new
     Lessee could borrow funds on a secured  basis for a term  equivalent to the
     term of the new lease ), after  deduction  from such  present  value of all
     costs, charges and expenses,  including attorney's fees, incurred by Lessor
     in the exercise of Lessor's  remedies  under this  paragraph  17, up to the
     amount paid by Lessee under this subparagraph (e).

          (f) Pursue any other remedy at law or in equity.


     If this Lease or any  Schedule  thereto is deemed at any time to be a lease
intended as security,  Lessee grants Lessor a security interest in the Equipment
to secure its  obligations  under this lease and all other  indebtedness  at any
time owing by Lessee to Lessor and agrees that upon the  occurrence  of an Event
of Default,  in addition to all of the other  rights and  remedies  available to
Lessor  hereunder,  Lessor shall have all of the rights and remedies of a Senior
Secured party under the Uniform Commercial Code.
<PAGE>

     16. Remedies Not Exclusive.  No right or remedy conferred in this Equipment
Lease is exclusive of any other right or remedy  conferred herein or by law, but
all such  remedies  are  cumulative  of every  other  right or remedy  conferred
hereunder or at law or in equity, by statute or otherwise,  and may be exercised
concurrently or separately from time to time.

     17.  Lessor's  Expenses.  Lessee  shall pay Lessor all costs and  expenses,
including  reasonable  attorney's  fees and court  costs,  incurred by Lessor in
exercising  any of its rights or  remedies  hereunder  or  enforcing  any of the
terms, conditions, or provisions hereof.

     18.  Assignment.  (a) Without Lessor's prior written consent,  Lessee shall
not (1)  assign,  transfer,  pledge or  hypothecate  the  Equipment  Lease,  the
Equipment or any items thereof,  or any interest therein,  or (2) sublet or lend
the  Equipment  or any items  thereof to be used by anyone  other  than  Lessee,
Lessee's  employees  or race teams  related to Lessee.  Consent to anyone of the
foregoing  acts applies  only in the given  instance and is not a consent to any
subsequent like acts by Lessee or any other person.

     (b)  Lessee's  interest  herein  may  not be  assigned  or  transferred  by
operation of Law.

     (c) Lessor may assign this  Equipment  Lease or mortgage  the  Equipment or
both in whole or in part, with notice to Lessee. Upon notice of such assignment,
Lessee shall (if Lessor requests)  acknowledge receipt thereof in writing.  Each
such  assignee  or  mortgagee  shall  have  all of the  rights,  but none of the
obligations of Lessor under this Equipment Lease.  Lessor agrees that Lessee may
quietly  enjoy  the use of the  Equipment  subject  to,  and so  long as  Lessee
complies with, all the terms and conditions of this Equipment Lease.  Subject to
the  foregoing,  this lease  inures to the  benefit  of and is binding  upon the
heirs, legatees, personal representatives, successors and assigns of the parties
hereto.

     19  Personal  Property.  The  Equipment  is, and at all times  shall be and
remain.  personal property.  At its own cost and expense,  Lessee shall take all
actions  that may be necessary  or  desirable  to cause the  Equipment  and each
component thereof to retain its character as personal property.

     20. Late  Charge.  If Lessee  fails to pay any  installment  or rent or any
other sum to be paid by Lessee to Lessor within ten (10) days after the due date
thereof,  Lessee shall pay Lessor a late charge equal to 1 % of such installment
or if there is a maximum contract rate fixed by law, then at such rate.

     21.  Non-waiver.  No covenant or condition of this  Equipment  Lease can be
waived  except by the written  consent of Lessor.  Forbearance  or indulgence by
Lessor in any regard  whatsoever,  shall not constitute a waiver of the covenant
or condition to be performed by Lessee to which such  forbearance or indulgences
may  apply,  and  until  complete  performance  by Lessee  of such  covenant  or
condition,  Lessor  shall be entitled to invoke any remedy  available  to Lessor
under this Equipment  Lease or by law or in equity  despite such  forbearance or
indulgence.
<PAGE>

     22. Entire  Agreement.  This  instrument  and the Schedules  constitute the
entire agreement between Lessor and Lessee and shall not be amended,  altered or
changed except by written agreement signed by the parties.

     23.  Notices.  Service of all notices under this  Equipment  Lease shall be
sufficient if given personally or mailed to the party involved at its respective
address or at such  address as such  party may  provide in writing  from time to
time.  Any such notice mailed to such address shall be effective  when deposited
in the United States mail, duly addressed and with first class postage pre-paid.

     24. Titles. The titles of the paragraphs of this Equipment Lease are solely
for the convenience of the parties,  and are not an aid in the interpretation of
the instrument.

     25. Time.  Time is of the essence of this Equipment  Lease and each and all
of its provisions.

     26.  Governing  Law. The validity,  construction  and  performance  of this
Equipment  Lease shall be governed by the laws  (including  the conflict of laws
rules) of the State of Indiana.  Lessee hereby  consents to the  jurisdiction of
any state or federal court located in Marion County, Indiana.

     27. Incorporation By Reference. All Schedules, annexes or other attachments
to  this  Equipment  Lease  as if set out in full  at the  first  place  in this
Equipment Lease that references is made thereto.

     28. Further  Assurances.  At Lessor's  request,  from time to time,  Lessee
shall sign financing  assignments or other documents or instruments necessary to
make  public  flings  reflecting  Lessor's  ownership  of  and  interest  in the
Equipment, and Lessee authorized Lessor to make any such filings that Lessor may
deem appropriate.  Such filings and this provision are precautionary only and do
not evidence any intention that this Equipment Lease create a security interest.
In addition to the  foregoing,  Lessee shall provide to Lessor any  confirmation
and/or   reaffirmation  of  the  representations  and  warranties  contained  in
paragraphs  14 and 18 of this Lease from any legal  cowisel or certified  public
accountant acceptable to Lessor as Lessor may require.

LESSEE:                                 LESSOR:

United Expressline, Inc.                Fair Holdings, Inc.


By: /s/ Terry Whitesell                 By: /s/ Timothy S. Durham
   --------------------------               ----------------------------
        Terry Whitesell                         Timothy S. Durham
Its: Chairman                           Its: President




<PAGE>

                         SCHEDULE "A" EQUIPMENT TO LEASE


        1 Press Brake