UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)
[  X  ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 27, 1998

or

[     ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _________________ to _____________________

Commission File Number: 0-21238

LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)

Delaware                                       06-1313069   
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                     Identification No.)

4160 Woodcock Drive, Jacksonville, Florida           
(Address of principal executive offices)                      

32207
(Zip Code)

(904) 390-1234
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes  (  X  )      No  (    )     

The number of shares of the registrant's Common Stock, par value $.01 per
share, outstanding as of the close of business on July 31, 1998 was 10,857,433.

PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements

The interim consolidated financial statements contained herein reflect
all adjustments (all of a normal, recurring nature) which, in the opinion of
management, are necessary for a fair statement of the financial condition,
results of operations, cash flows and changes in shareholders' equity
for the periods presented. They have been prepared in accordance with Rule
10-01 of Regulation S-X and do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Operating results for the twenty-six weeks ended June 27, 1998 
are not necessarily indicative of the results that may be expected for the 
entire fiscal year ending December 26, 1998.

These interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
1997 Annual Report on Form 10-K.

Index

Item 1

Consolidated Balance Sheets as of June 27, 1998
and December 27, 1997 ...............................................  Page 3

Consolidated Statements of Income for the Twenty-Six and Thirteen Weeks 
Ended June 27, 1998 and June 28, 1997 ..............................   Page 4

Consolidated Statements of Cash Flows for the Twenty-Six Weeks
Ended June 27, 1998 and June 28, 1997 ..............................   Page 5

Consolidated Statement of Changes in Shareholders'
Equity for the Twenty-Six Weeks Ended June 27, 1998 ................   Page 6

Notes to Consolidated Financial Statements............................   Page 7

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations.......................   Page 9

2

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)

June 27,      December 27,
1998             1997
-------------    ------------
ASSETS

Current assets:
Cash                                                            $   21,786     $    17,994
Short-term investments                                               1,460           3,012
Trade accounts receivable, less allowance of $7,724              
and $5,957                                                      170,586         176,785
Other receivables, including advances to independent
contractors, less allowance of $4,804 and $4,009                 13,195          12,599
Prepaid expenses and other current assets                            9,503           7,832
Assets held for sale                                                42,324   
----------     -----------
Total current assets                                        258,854         218,222
----------     -----------
Operating property, less accumulated depreciation
and amortization of $27,606 and $50,301                             40,471          81,258
Goodwill, less accumulated amortization of $5,953 and $8,818           35,609          53,289
Deferred income taxes and other assets                                 10,274           4,410
----------     -----------
Total assets                                                       $  345,208     $   357,179
==========     ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Cash overdraft                                                  $   15,033     $    12,475
Accounts payable                                                    59,972          50,394
Current maturities of long-term debt                                35,284          14,228
Insurance claims                                                    31,490          28,247
Other current liabilities                                           35,329          33,827
----------     -----------
Total current liabilities                                   177,108         139,171
----------     -----------
Long-term debt, excluding current maturities                           27,000          36,218
Insurance claims                                                       31,367          27,890
Deferred income taxes                                                                   2,204

Shareholders' equity:
Common stock, $.01 par value, authorized 20,000,000
shares, issued 12,943,174 shares and 12,900,974 shares              129             129
Additional paid-in capital                                          63,216          62,169
Retained earnings                                                  103,672         112,345
Cost of 2,028,041 and 915,441 shares of common stock in treasury   (57,284)        (22,947)
----------     -----------
Total shareholders' equity                                  109,733         151,696
----------     -----------
Total liabilities and shareholders' equity                         $  345,208     $   357,179
==========     ===========
See accompanying notes to consolidated financial statements.

3

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)

Twenty-Six Weeks Ended        Thirteen Weeks Ended
-----------------------      -----------------------
June 27,    June 28,         June 27,      June 28,
1998        1997             1998          1997
----------   ----------      ----------   ----------

Revenue                                           $  625,709   $  589,823      $  327,525   $  311,558
Investment income                                        750                          419

Costs and expenses:
Purchased transportation                         462,029      431,022         242,095      225,638
Other operating costs                             14,244       20,109           6,814       10,174
Insurance and claims                              24,586       22,069          12,363       14,674
Commissions to agents and brokers                 49,115       46,923          25,849       24,715
Selling, general and administrative               46,648       43,248          22,376       21,230
Depreciation and amortization                      4,853        5,782           2,400        2,930
Restructuring costs                                             3,247                        2,068
----------   ----------      ----------   ----------
Total costs and expenses                    601,475      572,400         311,897      301,429
----------   ----------      ----------   ----------
Operating income                                      24,984       17,423          16,047       10,129
Interest and debt expense                              1,596        1,799             943          915
----------   ----------      ----------   ----------
Income from continuing operations
before income taxes                               23,388       15,624          15,104        9,214
Income taxes                                           9,472        6,515           6,117        3,842
----------   ----------      ----------   ----------
Income from continuing operations                     13,916        9,109           8,987        5,372
Discontinued operations, net of income taxes         (22,589)         336         (22,152)       1,068
----------   ----------      ----------   ----------
Net income (loss)                                 $   (8,673)  $    9,445      $  (13,165)  $    6,440
==========   ==========      ==========   ==========
Earnings (loss) per common share:
Income from continuing operations             $     1.21   $     0.72      $     0.80   $     0.43
Income (loss) from discontinued operations         (1.97)        0.03           (1.97)        0.08
----------   ----------      ----------   ----------
Earnings (loss) per common share             $    (0.76)  $     0.75      $    (1.17)  $     0.51
==========   ==========      ==========   ==========
Diluted earnings (loss) per share:
Income from continuing operations             $     1.21   $     0.72      $     0.79   $     0.43
Income (loss) from discontinued operations         (1.96)        0.02           (1.95)        0.08
----------   ----------      ----------   ----------
Diluted earnings (loss) per share            $    (0.75)  $     0.74      $    (1.16)  $     0.51
==========   ==========      ==========   ==========
Average number of common shares outstanding:                            
Earnings per common share                    11,462,000   12,672,000      11,239,000   12,618,000
==========   ==========      ==========   ==========
Diluted earnings per share                   11,547,000   12,708,000      11,348,000   12,666,000
==========   ==========      ==========   ==========
See accompanying notes to consolidated financial statements.

4

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

Twenty-Six Weeks Ended
---------------------------
June 27,       June 28,
1998           1997
-----------     -----------

OPERATING ACTIVITIES
Net income (loss)                                                               $    (8,673)    $     9,445
Adjustments to reconcile net income (loss) to net cash provided
by operating activities of continuing operations:
Discontinued operations                                                         22,589            (336)
Depreciation and amortization of operating property                              4,195           4,970
Amortization of goodwill and non-competition agreements                            658             812
Non-cash interest charges                                                          162             132
Provisions for losses on trade and other accounts receivable                     2,604           1,712
Gains on sales of operating property                                              (217)           (274)
Deferred income taxes, net                                                          48             760
Changes in operating assets and liabilities, net of discontinued operations:                         
Increase in trade and other accounts receivable                          (4,581)         (6,016)
Increase in prepaid expenses and other assets                            (4,019)         (1,864)
Increase in accounts payable                                              9,173          11,795
Decrease in other liabilities                                                (3)         (5,260)
Increase in insurance claims                                              8,531           7,190
-----------     -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS                        30,467          23,066
-----------     -----------
INVESTING ACTIVITIES OF CONTINUING OPERATIONS
Purchase of investments                                                                              (4,799)
Maturities of short-term investments                                                  1,552
Purchases of operating property                                                      (2,293)         (6,876)
Proceeds from sales of operating property                                             1,065           6,058
-----------     -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES OF CONTINUING OPERATIONS                    324          (5,617)
-----------     -----------
FINANCING ACTIVITIES OF CONTINUING OPERATIONS
Increase in cash overdraft                                                            2,519           3,034
Borrowings on revolving credit facility                                              15,000
Proceeds from exercise of stock options and related income tax benefit                1,047             309
Purchases of common stock                                                           (34,337)         (3,990)
Principal payments on long-term debt and capital lease obligations                   (2,700)        (23,375)
-----------     -----------
NET CASH USED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS                           (18,471)        (24,022)
-----------     -----------
NET CASH PROVIDED (USED) BY DISCONTINUED OPERATIONS                                       (8,528)          5,998
-----------     -----------
Increase (decrease) in cash                                                                3,792            (575)
Cash at beginning of period                                                               17,994           4,187
-----------     -----------
Cash at end of period                                                                $    21,786      $    3,612
===========     ===========
See accompanying notes to consolidated financial statements.

5

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
Twenty-Six Weeks Ended June 27, 1998
(Dollars in thousands)
(Unaudited)

Treasury Stock
Common Stock   Additional               at Cost
------------------  Paid-In  Retained  -------------------
Shares   Amount   Capital  Earnings    Shares    Amount    Total
---------- ------- --------- --------- ---------  --------  ---------

Balance December 27, 1997   12,900,974 $ 129   $ 62,169  $ 112,345   915,441 $ (22,947) $ 151,696

Purchases of common stock                                          1,112,600   (34,337)   (34,337) 

Exercise of stock options
and related income tax
benefit                      42,200            1,047                                     1,047 

Net loss                                                    (8,673)                        (8,673)
---------- ------- --------- --------- --------- ---------  ---------

Balance June 27, 1998       12,943,174 $ 129   $ 63,216  $ 103,672 2,028,041 $ (57,284) $ 109,733
========== ======= ========= ========= ========= =========  =========

See accompanying notes to consolidated financial statements.

6

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The consolidated financial statements include the accounts of Landstar System,
Inc. and its subsidiary, Landstar System Holdings, Inc., and reflect all 
adjustments (all of a normal, recurring nature) which are, in the opinion of
management, necessary for a fair statement of the results for the periods 
presented. The preparation of the consolidated financial statements requires
the use of management's estimates.  Actual results could differ from those 
estimates. Landstar System, Inc. and its subsidiary are herein referred to as 
"Landstar".

(1) Discontinued Operations

On July 15, 1998, Landstar Poole, Inc. ("Landstar Poole"), a wholly-owned
subsidiary of Landstar which comprised the entire company-owned tractor 
segment, entered into a definitive agreement to sell all of its tractors and
trailers, certain operating assets and the Landstar Poole business to 
Schneider National, Inc. for approximately $41,592,000 in cash. In addition,
Landstar Poole has entered into an agreement to sell its remaining truck 
terminal to an unrelated third party for approximately $732,000 in cash. 
Accordingly, the financial results of this segment have been reported as 
discontinued operations in the accompanying financial statements. Management 
anticipates these sales will be completed by the end of August 1998. 

The loss from discontinued operations of $22,589,000 in the twenty-six week 
period ended June 27, 1998, included an estimated loss on sale of $21,489,000,
net of income tax benefits of $2,511,000, and a loss from operations of 
$1,100,000, net of income tax benefits of $597,000. The assets held for sale 
included in the accompanying financial statements consist primarily of property
and equipment of the discontinued segment. Certain liabilities of the 
company-owned tractor segment were retained by Landstar, primarily insurance
claims, accounts payable and capital lease obligations.

The company-owned tractor segment had revenues of $45,358,000 and $23,374,000
for the twenty-six weeks and thirteen weeks ended June 27, 1998, respectively,
and $49,417,000 and $22,124,000 for the twenty-six weeks and thirteen weeks 
ended June 28, 1997, respectively.

(2)   Reclassification of Certain Costs

Certain costs have been reclassified for the 1997 
period to conform with the classification of these costs in 
1998.  The reclassification had no effect on operating income or net 
income for the period.

(3)   Income Taxes

The provisions for income taxes on continuing operations for the 1998 and
1997 twenty-six week periods were based on estimated combined full year 
effective income tax rates of 40.5% and 41.7%, which are higher than the 
statutory federal income tax rate, primarily as a result of state income
taxes, amortization of certain goodwill and the meals and entertainment 
exclusion.

7

(4)   Earnings Per Share

Earnings per common share amounts are based on the weighted average 
number of common shares outstanding and diluted earnings per share 
amounts are based on the weighted average number of common shares 
outstanding plus the incremental shares that would have been outstanding
upon the assumed exercise of all dilutive stock options.

(5)   Additional Cash Flow Information

During the 1998 period, Landstar paid income taxes and
interest of $9,052,000 and $2,057,000 ($695,000 related to Landstar 
Poole), respectively. During the 1997 period, Landstar paid income taxes
and interest of $9,883,000 and $3,032,000 ($1,062,000 related to 
Landstar Poole), respectively.

(6)   Segment Information

The following tables summarize information about Landstar's reportable 
business segments for the twenty-six and thirteen weeks ended
June 27, 1998 and June 28, 1997 (in thousands): 

Twenty-Six Weeks Ended June 27, 1998          
-------------------------------------                 

Carrier    Multimodal   Insurance    Other      Total     
-------    ----------   ---------    -----      -----

External revenue          $  482,211    $ 131,700   $ 11,798                $ 625,709 
Investment income                                        750                      750
Internal revenue              18,450          263     11,541                   30,254
Operating income              30,995        2,750      6,426    $(15,187)      24,984

Twenty-Six Weeks Ended June 28, 1997                 
-------------------------------------                

Carrier    Multimodal   Insurance    Other      Total     
-------    ----------   ---------    -----      ----- 

External revenue          $  463,577   $  118,552   $  7,694               $  589,823
Internal revenue              20,980          423      4,758                   26,161
Operating income              29,188          590      2,961    $(15,316)      17,423

8

Thirteen Weeks Ended June 27, 1998
-----------------------------------

Carrier    Multimodal   Insurance    Other      Total     
-------    ----------   ---------    -----      ----- 

External revenue          $  252,515   $   69,122   $  5,888               $  327,525
Investment income                                        419                      419 
Internal revenue               9,840          143      6,299                   16,282
Operating income              18,606        1,816      3,362    $ (7,737)      16,047

Thirteen Weeks Ended June 28, 1997
-----------------------------------

Carrier    Multimodal   Insurance    Other      Total     
-------    ----------   ---------    -----      ----- 

External revenue          $  242,104   $   61,760   $  7,694               $  311,558
Internal revenue               9,654          235      4,758                   14,647
Operating income              15,782          (53)     2,961    $ (8,561)      10,129

(7)   Commitments and Contingencies

At June 27, 1998, Landstar had commitments for letters of
credit outstanding in the amount of $26,292,000, primarily as
collateral for insurance claims. The commitments for letters of credit
outstanding included $19,292,000 under the Second Amended and Restated 
Credit Agreement and $7,000,000 secured by assets deposited with a 
financial institution.

Landstar is involved in certain claims and pending litigation 
arising from the normal conduct of business. Based on the 
knowledge of the facts and, in certain cases, opinions of 
outside counsel, management believes that adequate provisions
have been made for probable losses with respect to the resolution
of all claims and pending litigation and that the ultimate outcome,
after provisions thereof, will not have a material adverse effect
on the financial condition of Landstar, but could have a material
effect on the results of operations in a given quarter or year.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
attached interim consolidated financial statements and notes
thereto, and with the Company's audited financial statements and
notes thereto for the fiscal year ended December 27, 1997 and
Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the 1997 Annual Report to
Shareholders.

9

RESULTS OF OPERATIONS

Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc. 
("Landstar" or the "Company"), provide transportation services to a variety 
of market niches throughout the United States and to a lesser extent in Canada
and between the United States and Canada and Mexico through its operating 
subsidiaries which employ different operating strategies. The Company 
has three reportable business segments: the carrier segment, the multimodal
segment and the insurance segment.

The carrier segment consists of Landstar Ranger, Inc., 
Landstar Inway, Inc. ("Landstar Inway") and Landstar Ligon, Inc. The carrier 
segment provides truckload transportation for a wide range of general 
commodities over irregular routes with its fleet of dry and specialty vans and
unsided trailers, including flatbed, drop deck and specialty. The carrier 
segment markets its services primarily through independent commission sales 
agents and utilizes tractors provided by independent contractors.  The nature 
of the carrier segment's business is such that a significant portion of its 
operating costs varies directly with revenue. 

The multimodal segment is comprised of Landstar Logistics, Inc. and Landstar 
Express America, Inc. ("Landstar Express"). Transportation services provided 
by the multimodal segment include the arrangement of intermodal moves, contract
logistics, truck brokerage, short-to-long haul movement of containers by truck
and emergency and expedited air freight and truck services. The multimodal 
segment markets its services through independent commission sales agents and 
utilizes capacity provided by independent contractors, including railroads 
and air cargo carriers. The nature of the multimodal segment's business is 
such that a significant portion of its operating costs also varies directly 
with revenue. 

The insurance segment is Signature Insurance Company ("Signature"), a wholly-
owned offshore insurance subsidiary, formed in March 1997. The insurance 
segment reinsures certain property, casualty and occupational accident risks of
certain independent contractors who have contracted to haul freight for 
Landstar. In addition, the insurance segment provides certain property and 
casualty insurance directly to Landstar's operating subsidiaries. 

On July 15, 1998, Landstar Poole, Inc. ("Landstar Poole"), a wholly-owned 
subsidiary of Landstar which comprised the entire company-owned tractor 
segment, entered into a definitive agreement to sell all of its tractors 
and trailers, certain operating assets and the Landstar Poole business to 
Schneider National, Inc. for approximately $41,592,000 in cash. In 
addition, Landstar Poole has entered into an agreement to sell its 
remaining truck terminal to an unrelated third party for approximately 
$732,000 in cash. Accordingly, the financial results of this segment have 
been reported as discontinued operations in the accompanying financial 
statements. Management anticipates these sales will be completed by the 
end of August 1998.

In accordance with a restructuring plan announced in the fourth quarter of 
1996, the operations of Landstar T.L.C., Inc. ("Landstar T.L.C.") were merged 
into Landstar Inway, and all of Landstar T.L.C.'s company-owned tractors were 
disposed of by June 1997.

10

Purchased transportation represents the amount an independent contractor 
is paid to haul freight and is based on a contractually agreed-upon
percentage of revenue generated by the haul for truck capacity provided by
independent contractors. Purchased transportation for the intermodal services 
operations and the air freight operations of the multimodal segment is based on
a contractually agreed-upon fixed rate. Purchased transportation as a 
percentage of revenue for the intermodal services operations is normally higher
than that of Landstar's other transportation operations. Purchased 
transportation is the largest component of costs and expenses and, on a 
consolidated basis, increases or decreases in proportion to the revenue 
generated through independent contractors. Commissions to agents and brokers 
are primarily based on contractually agreed-upon percentages of revenue or 
contractually agreed-upon percentages of gross profit. Commissions to agents 
and brokers as a percentage of consolidated revenue will vary directly with 
revenue generated through independent commission sales agents. Both purchased 
transportation and commissions to agents and brokers generally will also 
increase or decrease as a percentage of the Company's consolidated revenue
if there is a change in the percentage of revenue contributed by Signature or 
by the intermodal services operations or the air freight operations of the 
multimodal segment.

Potential liability associated with accidents in the trucking industry is 
severe and occurrences are unpredictable. The industry is also subject to 
substantial workers' compensation expense. A material increase in the 
frequency or severity of accidents or workers' compensation claims or the 
unfavorable development of existing claims can be expected to adversely affect
Landstar's operating income.

Trailer rental and maintenance costs, paid to third parties, are the largest 
component of other operating costs.

Employee compensation and benefits account for over half of the Company's
selling, general and administrative expense. Other significant components of 
selling, general and administrative expense are data processing expense, 
communications costs and rent expense.

11

The following table sets forth the percentage relationships of
expense and loss items and investment income to revenue for the periods 
indicated:

Twenty-Six Weeks Ended     Thirteen Weeks Ended
----------------------    ----------------------
June 27,     June 28,     June 27,     June 28,
1998          1997        1998          1997
---------    ---------    ---------    ---------

Revenue                                                100.0%       100.0%       100.0%       100.0%
Investment income                                        0.1%                      0.1%

Costs and expenses:
Purchased transportation                            73.8%        73.1%        73.9%        72.4%
Other operating costs                                2.3%         3.4%         2.1%         3.3%
Insurance and claims                                 3.9%         3.7%         3.8%         4.7%
Commissions to agents and brokers                    7.8%         8.0%         7.9%         7.9%
Selling, general and administrative                  7.5%         7.3%         6.8%         6.8%
Depreciation and amortization                        0.8%         1.0%         0.7%         0.9%
Restructuring costs                                               0.6%                      0.7%
-------       ------      -------       ------
Total costs and expenses                    96.1%        97.1%        95.2%        96.7%
-------       ------      -------       ------
Operating income                                         4.0%         2.9%         4.9%         3.3%
Interest and debt expense                                0.3%         0.3%         0.3%         0.3%
-------       ------      -------       ------
Income from continuing operations 
before income taxes                                  3.7%         2.6%         4.6%         3.0%
Income taxes                                             1.5%         1.1%         1.9%         1.3%
-------       ------      -------       ------
Income from continuing operations                        2.2%         1.5%         2.7%         1.7%
Discontinued operations, net of income taxes            (3.6%)        0.1%        (6.7%)        0.4%
-------       ------      -------       ------
Net income (loss)                                       (1.4%)        1.6%        (4.0%)        2.1%
=======       ======      =======       ====== 

TWENTY-SIX WEEKS ENDED JUNE 27, 1998 COMPARED TO TWENTY-SIX WEEKS
ENDED JUNE 28, 1997

Revenue for the 1998 twenty-six week period was $625,709,000, an increase of 
$35,886,000, or 6.1%, over the 1997 twenty-six week period. The increase was 
attributable to increased revenue of $18,634,000, $13,148,000 and $4,104,000
at the carrier, multimodal and insurance segments, respectively. Overall,
revenue per revenue mile (price) increased approximately 4%, which reflected 
improved freight quality, while revenue miles (volume) were approximately 1%
higher than 1997. During the 1998 period, $750,000 of investment income was 
generated by the insurance segment.

12

Purchased transportation was 73.8% of revenue in 1998 compared with 73.1% in 
1997. The increase in purchased transportation as a percentage of revenue was 
primarily attributable to an increase in brokerage revenue and the effects of 
the restructuring of the Landstar T.L.C. operations. Other operating costs were
2.3% of revenue in 1998 compared with 3.4% in 1997. The decrease in other 
operating costs was primarily due to the effects of the restructuring of the 
Landstar T.L.C. operations. Insurance and claims were 3.9% of revenue in 1998 
compared with 3.7% in 1997. The increase in insurance and claims as a 
percentage of revenue was primarily attributable to the effects of insurance 
programs available to the Company's independent contractors which Signature 
reinsures. Excluding the premium revenue and insurance and claims expense 
related to the above reinsurance programs, insurance and claims as a percentage
of revenue was 2.7% and 3.0% in 1998 and 1997, respectively. The decrease in 
insurance and claims as a percentage of revenue, excluding Signature's 
reinsurance programs, was primarily attributable to decreased frequency and 
severity of accidents. Commissions to agents and brokers were 7.8% of revenue
in 1998 and 8.0% in 1997. The decrease in commissions to agents and brokers as
a percentage of revenue was primarily due to the effect of increased premium 
revenue at the insurance segment. Selling, general and administrative costs 
were 7.5% of revenue in 1998 compared with 7.3% of revenue in 1997, primarily 
due to a higher provision for customer bad debts, increased management 
information systems costs, an increase in the provision for bonuses under the 
Company's management incentive compensation plan and one time costs of $560,000
related to the relocation of Landstar Express from Charlotte, North Carolina to
Jacksonville, Florida. 

On December 18, 1996, the Company announced a plan to restructure its Landstar 
T.L.C. operations, in addition to the relocation of its Shelton, Connecticut 
corporate office headquarters to Jacksonville, Florida in the second quarter of
1997. During the 1997 period, the Company recorded $3,247,000 of restructuring 
costs. The restructuring was substantially completed by June 28, 1997.

Interest and debt expense was 0.3% of revenue in both 1998 and 1997.

The provisions for income taxes on continuing operations for the 1998 and 1997
twenty-six week periods were based on estimated full year combined effective 
income tax rates of approximately 40.5% and 41.7%, respectively, which are 
higher than the statutory federal income tax rate primarily as a result of 
state income taxes, amortization of certain goodwill and the meals and 
entertainment exclusion. 

Income from continuing operations was $13,916,000, or $1.21 per common share, 
in the 1998 period compared with $9,109,000, or $0.72 per common share, in the
1997 period. Including the dilutive effect of the Company's stock options, 
diluted earnings per share from continuing operations was $1.21 in the 1998 
period and $0.72 in the 1997 period. Excluding restructuring costs, income from
continuing operations for the 1997 period would have been $11,002,000, or $0.87
per common share ($0.87 diluted earnings per share).

The Company recorded a loss from discontinued operations of $22,589,000, or 
$1.97 per share ($1.96 diluted loss per share), for the 1998 period, which 
included a loss from operations of $1,100,000, net of income tax benefits of 
$597,000 and an estimated loss on disposal of $21,489,000, net of income tax 
benefits of $2,511,000. Income from discontinued operations for 1997 was 
$336,000, or $0.03 earnings per share ($0.02 diluted earnings per share).

13

THIRTEEN WEEKS ENDED JUNE 27, 1998 COMPARED TO THIRTEEN WEEKS
ENDED JUNE 28, 1997

Revenue for the 1998 thirteen-week period was $327,525,000, an increase of 
$15,967,000, or 5.1%, over the 1997 thirteen-week period. The increase was 
attributable to increased revenue of $10,411,000 and $7,362,000 at the carrier 
and multimodal segments, respectively, partially offset by reduced revenue of 
$1,806,000 at the insurance segment. Overall, revenue per revenue mile 
increased approximately 2%, which reflected improved freight quality, while 
revenue miles were approximately 3% higher than 1997. The decrease in premium 
revenue was attributable to the timing of establishing the insurance programs,
which resulted in a retroactive premium in the second quarter of 1997. During
the 1998 period, $419,000 of investment income was generated by the insurance
segment

Purchased transportation was 73.9% of revenue in 1998 compared with 72.4% in
1997. The increase in purchased transportation as a percentage of revenue was
primarily attributable to an increase in intermodal revenue, the effect of the
decrease in premium revenue at the insurance segment and the effects of the 
restructuring of the Landstar T.L.C. operations. Other operating costs were 
2.1% of revenue in 1998 compared with 3.3% in 1997. The decrease in other 
operating costs was primarily attributable to the effects of the restructuring 
of the Landstar T.L.C. operations. Insurance and claims were 3.8% of revenue in
1998 compared with 4.7% in 1997. The decrease in insurance and claims as a 
percent of revenue was primarily attributable to decreased frequency and 
severity of accidents and the unfavorable development of prior year claims in
1997. Commissions to agents and brokers were 7.9% of revenue in both 1998 and
1997. Selling, general and administrative costs were 6.8% of revenue in 1998 
and 1997, primarily due to increased management information systems costs and
an increase in the provision for bonuses under the Company's management 
incentive compensation plan, offset by increased revenue. 

On December 18, 1996, the Company announced a plan to restructure its Landstar
T.L.C. operations, in addition to the relocation of its Shelton, Connecticut 
corporate office headquarters to Jacksonville, Florida in the second quarter of
1997. During the second quarter of 1997, the Company recorded $2,068,000 of 
restructuring costs. The restructuring was substantially completed by 
June 28, 1997. 

Interest and debt expense was 0.3% of revenue in both 1998 and 1997.

The provisions for income taxes on continuing operations for the 1998 and 1997
thirteen-week periods were based on estimated full year combined effective 
income tax rates of approximately 40.5% and 41.7%, respectively, which are 
higher than the statutory federal income tax rate primarily as a result of 
state income taxes, amortization of certain goodwill and the meals and 
entertainment exclusion. 

Income from continuing operations was $8,987,000, or $0.80 per common share, 
in the 1998 period compared with $5,372,000, or $0.43 per common share, in the
1997 period. Including the dilutive effect of the Company's stock options, 
diluted earnings per share for continuing operations was $0.79 in the 1998 
period and $0.43 in the 1997 period. Excluding restructuring costs, income 
from continuing operations for the 1997 period would have been $6,578,000, or 
$0.52 per common share ($0.52 diluted earnings per share).

14

The Company recorded a loss from discontinued operations of $22,152,000 for the
1998 period, which included a loss from operations, for its company-owned 
tractor segment, of $663,000, net of income tax benefits of $429,000, and an 
estimated loss on disposal of $21,489,000, net of income tax benefits of 
$2,511,000. Income from discontinued operations for 1997 was $1,068,000.

CAPITAL RESOURCES AND LIQUIDITY

Shareholders' equity decreased to $109,733,000 at June 27, 1998, compared with
$151,696,000 at December 27, 1997, primarily as a result of the repurchase of 
1,112,600 shares of common stock, at an aggregate cost of $34,337,000, and the
net loss for the period. Shareholders' equity was 64% and 75% of total 
capitalization at June 27, 1998 and December 27, 1997, respectively. 

Working capital and the ratio of current assets to current liabilities were 
$81,746,000 and 1.46 to 1, respectively, at June 27, 1998, compared with 
$79,051,000 and 1.57 to 1, respectively, at December 27, 1997. Landstar has 
historically operated with a current ratio of approximately 1.5 to 1. Cash 
provided by operating activities of continuing operations was $30,467,000 in 
the 1998 period compared with $23,066,000 in the 1997 period. The increase in 
cash flow provided by operating activities of continuing operations was 
primarily attributable to increased earnings from continuing operations and
the timing of cash collections and payments. During the 1998 period, Landstar 
purchased $2,293,000 of operating property. Landstar plans to acquire 
approximately $17,000,000 of operating property during the remainder of fiscal
year 1998 either by purchase or lease financing.

The Company expects to receive proceeds, net of income taxes, capital lease 
obligations and retained liabilities, of approximately $6,000,000 from the sale
of the assets of Landstar Poole.

The Company is aware of the issues associated with the programming code in its
existing computer systems in order for the systems to recognize date-sensitive
information when the year changes to 2000. The Company believes it has 
identified and is in the process of modifying all computer software which 
requires change to ensure its computer systems will be year 2000 compliant as 
part of its scheduled maintenance and normal system upgrades. As such, 
management has not separately quantified the cost of year 2000 compliance, 
however, management does not believe that the future costs of maintaining and 
upgrading Landstar's computer systems will have a material adverse effect on 
results of operations. It is anticipated that all reprogramming and testing 
efforts will be completed by May of 1999. To date, confirmations have been 
received from the Company's primary outside processing vendors that plans have
been developed to address the year 2000 issue.

15

Management believes that cash flow from operations combined with the Company's
borrowing capacity under its revolving credit agreement will be adequate to
meet Landstar's debt service requirements, fund continued growth, both internal
and through acquisitions, and meet working capital needs.

Management does not believe inflation has had a material impact on the 
results of operations or financial condition of Landstar in the past five
years.  However, inflation higher than that experienced in the past five
years might have an adverse effect on the Company's results of operations.

SEASONALITY

Landstar's operations are subject to seasonal trends common to the
trucking industry.  Results of operations for the quarter ending in
March is typically lower than the quarters ending June, September
and December due to reduced shipments and higher operating costs in
the winter months.

16

PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

On August 5, 1997, suit was filed entitled Rene Alberto Rivas Vs. Landstar 
System, Inc., Landstar Gemini, Inc., Landstar Ranger, Inc., Risk Management
Claims Services, Inc., Insurance Management Corporation, and Does 1 through 
500, inclusive, in federal district court in Los Angeles. The suit claims Rivas
represents a class of all drivers who, according to the suit, should be 
classified as employees and are therefore allegedly aggrieved by the practice 
of Landstar Gemini, Inc. requiring such drivers, as independent contractors, to
provide either a worker's compensation certificate or to participate in an 
occupational accident insurance program. Rivas claims violations of federal 
leasing regulations for allegedly improperly disclosing the program. Rivas also
claims violations of Racketeer Influence and Corrupt Organizations ("RICO") Act
and the California Business and Professions Act. He seeks on behalf of himself
and the class damages of $15 million trebled by virtue of trebling provisions
in the RICO Act plus punitive damages. A motion to dismiss these claims was
argued to the court on February 9, 1998, and the court's decision is pending.
On March 24, 1998, the court granted defendant's motion to dismiss the RICO 
claim and invited briefs on the question of a private right of action to 
enforce the federal leasing regulations. The court will likely refer Rivas' 
remaining claims to arbitration if a private right of action and Federal court
jurisdiction is sustained. Plaintiff may appeal dismissal of the RICO claim.
The Company continues to vigorously contest this action. It believes that the 
drivers in question are properly classified as independent contractors and 
that it also has other meritorious defenses to the various claims.

Item 2.  Changes in Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

On May 20, 1998, Landstar System, Inc. (the "Company") held its Annual Meeting
of Shareholders (the "Meeting") at the Ponte Vedra Inn, Ponte Vedra Beach, 
Florida, 32082. The matters voted upon at the Meeting included (i) the election
of three Class II directors for the terms to expire at the 2001 Annual Meeting 
of Shareholders, (ii) the ratification of appointment of KPMG Peat Marwick LLP 
as the Company's independent auditors for fiscal year 1998, and (iii) to 
approve an increase in the number of shares available for distribution from the
Company's 1993 Employee Stock Option Plan from 615,000 to 1,115,000 shares.

17

Pursuant to the Company's Restated Certificate of Incorporation, the Board of 
Directors has fixed the number of directors at seven: two Class III directors 
whose members' terms will expire at the 1999 Annual Meeting of Shareholders; 
two Class I directors whose members' terms will expire at the 2000 Annual 
Meeting of Shareholders; and the three Class II directors whose members' terms
will expire at the 2001 Annual Meeting of Shareholders. With respect to the 
election of the three Class II directors, nominee Merritt J. Mott, nominee 
William S. Elston, and nominee Diana M. Murphy were elected to the Board of 
Directors of the Company. Mr. Mott received 10,380,513 votes for election to 
the Board and 53,594 were withheld. Mr. Elston received 10,379,513 votes for 
election to the Board and 54,594 were withheld. Mrs. Murphy received 10,378,113
votes for election and 55,994 were withheld. The names of the other directors 
whose terms of office as a director continued after the Meeting are as follows:
John B. Bowron (a Class I director), Ronald W. Drucker (a Class I director), 
David Bannister (a Class III director), and Jeffrey C. Crowe (a Class III 
director).

The appointment of KPMG Peat Marwick LLP as the Company's independent auditors 
for fiscal year 1998 was ratified by the Company's shareholders. Votes for the
ratification were 10,382,943, votes against were 1,600 and votes abstaining 
were 49,564.

The approval of an increase in the number of shares available for distribution 
from the Company's 1993 Employee Stock Option Plan from 615,000 to 1,115,000 
shares was ratified by the Company's shareholders. Votes for the ratification 
were 7,447,155, votes against were 2,421,123 and votes abstaining were 565,829.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

The exhibits listed on the Exhibit Index are filed as part
of this quarterly report on Form 10-Q.

(b)      Form 8-K

No reports on Form 8-K were filed by the Registrant during the
thirteen week period ended June 27, 1998.

18

EXHIBIT INDEX

Registrant's Commission File No.: 0-21238

Exhibit No.       Description
- ------------      -----------

(2)           Plan of acquisition, reorganization, arrangement, liquidation
or succession

2.1 *   Asset Purchase Agreement by and between Landstar Poole, Inc.
as the seller, and Landstar System, Inc. as the guarantor,
and Schneider National, Inc. as the purchaser dated as of 
July 15, 1998

(11)           Statement re: Computation of Per Share Earnings:

11.1 *   Landstar System, Inc. and Subsidiary Calculation of Earnings
Per Common Share for the Twenty-Six and Thirteen Weeks Ended
June 27, 1998 and June 28, 1997

11.2  *   Landstar System, Inc. and Subsidiary Calculation of Diluted 
Earnings Per Share for the Twenty-Six and Thirteen Weeks 
Ended June 27, 1998 and June 28, 1997

(27)           Financial Data Schedules:

27.1 *   Restated 1997 Financial Data Schedule

27.2 *   1998 Financial Data Schedule
__________________
* Filed herewith

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

LANDSTAR SYSTEM, INC.

Date:     August 7, 1998                  Henry H. Gerkens
----------------------------
Henry H. Gerkens
Executive Vice President and
Chief Financial Officer;
Principal Financial Officer

Date:     August 7, 1998                  Robert C. LaRose
----------------------------
Robert C. LaRose
Vice President Finance and Treasurer;
Principal Accounting Officer

20

[DESCRIPTION]   ASSET PURCHASE AGREEMENT  

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

By and Between

LANDSTAR POOLE, INC.

as the Seller,

and

LANDSTAR SYSTEM, INC.

as the Guarantor,

and

SCHNEIDER NATIONAL, INC.

as the Purchaser

Dated as of July 15, 1998

TABLE OF CONTENTS

ARTICLE I       DEFINITIONS     1
Section 1.1  Certain Definitions  1
Section 1.2  Other Defined Terms        5

ARTICLE II      PURCHASE AND SALE OF CERTAIN ASSETSAND ASSUMPTION OF CERTAIN LIABILITIES 7
Section 2.1  Assets to be Purchased and Sold    7
Section 2.2  Acquisition and Transfer of Certain Assets 7
Section 2.2A  Non-Transferrable Assets  10
Section 2.3  Excluded Assets    10

ARTICLE III     PURCHASE PRICE, PAYMENT AND ALLOCATION  12
Section 3.1  Purchase Price and Allocation      12
Section 3.2  Payment    13
Section 3.3  Calculation and Payment of Purchase Price Adjustment       14
Section 3.4  Collection and Guaranty of Receivables     17
Section 3.5  Assumption of Certain Liabilities  17

ARTICLE IV      CLOSING; TERMINATION    19
Section 4.1  Closing Date       19
Section 4.2  Proceedings at Closing     19
Section 4.3  Confidentiality Agreement  19
Section 4.4  Termination        19
Section 4.5  Effect of Termination      20

ARTICLE V       REPRESENTATIONS AND WARRANTIES OF THE SELLER    20
Section 5.1  Corporate Existence

and Organization       20
Section 5.2  Corporate Power; Authorization; Enforceable Obligations    21
Section 5.3  Safety Rating      21
Section 5.4  No Interest in Other Entities      21
Section 5.5  Validity of Contemplated Transactions, Etc.        21
Section 5.6  No Third Party Options     22
Section 5.7  Vehicle Supplies and Inventories, Etc.     22
Section 5.8  Vehicles   22
Section 5.9  Authorizations     22
Section 5.9A  Computer Generated Balance Sheets 22
Section 5.10  Ownership of the Assets Other than Leased Assets  22
Section 5.11  Real Property     23
Section 5.12  Absence of Certain Developments   24
Section 5.13  Intellectual Property     25
Section 5.14  Tax and Other Returns and Reports 25
Section 5.15  Existing Condition        26
Section 5.16  Labor Matters     26
Section 5.17  Insurance 27
Section 5.18  Employee Benefit Plan and Arrangements    27
Section 5.19  Contracts and Commitments 27
Section 5.20  Additional Information    29
Section 5.21  Customers 29
Section 5.22  Necessary Assets  29
Section 5.23  Immigration Matters       29
Section 5.24  Adequacy of Representations and Warranties        30

ARTICLE VI      REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER       30
Section 6.1  Corporate Existence        30
Section 6.2  Corporate Power and Authorization  30
Section 6.3  Validity of Contemplated Transactions, Etc.        30

ARTICLE VII     SURVIVAL OF REPRESENTATIONS AND WARRANTIES      31
Section 7.1  Survival of the Seller's Representations and Warranties    31
Section 7.2  Survival of the Purchaser's Representations and Warranties 31

ARTICLE VIII    AGREEMENTS OF THE SELLER PENDING CLOSING        31
Section 8.1  Conduct of Business        31
Section 8.2  Maintenance of Physical Assets     32
Section 8.3  Employees and Business Relations   32
Section 8.4  Updated Schedules  32
Section 8.5  HSR Act Notice and Filing  32
Section 8.6  Cooperative Efforts        32
Section 8.7  Access     33
Section 8.8  Press Releases     33
Section 8.9  Notification of Certain Events     33
Section 8.10  No Negotiations   33
Section 8.11  I/C Contracts     34
Section 8.12  Transfer of Base Plates   34
Section 8.13  Compliance with Laws, Etc 34

ARTICLE IX      AGREEMENTS OF THE PURCHASER PENDING THE 
CLOSING        35
Section 9.1  Actions of Purchaser       35
Section 9.2  Press Releases     35
Section 9.3  WARN Notice        35

ARTICLE X       CONDITIONS PRECEDENT TO THE CLOSING;THE PURCHASER'S OBLIGATION  35
Section 10.1  The Seller's Representations and Warranties True as of 
the Closing Date        35
Section 10.2  Compliance with this Agreement    36
Section 10.3  Closing Certificate       36
Section 10.4  Opinions of Counsel for the Seller        36
Section 10.5  No Threatened or Pending Litigation       36
Section 10.6  HSR Approval Prior to Closing     36
Section 10.7  Employee Drivers  36
Section 10.8  The Sellers' Deliveries   36
Section 10.9  Vehicle Adjustment Amount 37
Section 10.10  Environment Report       37
Section 10.11  Certain Revenues 37

ARTICLE XI      CONDITIONS PRECEDENT TO THE CLOSING;THE SELLER'S OBLIGATION     37
Section 11.1  The Purchaser's Representations and Warranties True as of 
the Closing Date        37
Section 11.2  Compliance with this Agreement    37
Section 11.3  Closing Certificate       38
Section 11.4  No Threatened or Pending Litigation       38
Section 11.5  HSR Approval Prior to Closing     38
Section 11.6  Escrow Agreement  38
Section 11.7  Vehicle Adjustment Amount 38

ARTICLE XII     INDEMNIFICATION 38
Section 12.1  General Indemnification Obligation of the Seller  38
Section 12.2  General Indemnification Obligation of the Purchaser       39
Section 12.3  Defense of Claims 40
Section 12.4  Compliance with Bulk Sales Laws   40
Section 12.5  Other Rights and Remedies Not Affected    40

ARTICLE XIII    POST-CLOSING MATTERS    41
Section 13.1  Employee Benefits 41
Section 13.2  Employees 41
Section 13.3  Third Party       42
Section 13.4  Maintenance of Books and Records  42
Section 13.5  Payments Received 42
Section 13.6  Use of Name       43
Section 13.7  UCC Matters       43
Section 13.8  Further Assurances        43
Section 13.9  Cooperation for Certain Tax Related Matters       44
Section 13.10  Transfer Taxes   44
Section 13.11  Power of Attorney        44
Section 13.12  Covenants Not to Employ or Solicit       45
Section 13.13  Federal Highway Use Tax  45
Section 13.14  Removal of Fuel Tank     46

ARTICLE XIV     MISCELLANEOUS   46
Section 14.1  Brokers' and Finders' Fees        46
Section 14.2  Expenses  46
Section 14.3  Entire Agreement  47
Section 14.4  Assignment and Binding Effect     47
Section 14.5  Notices   47
Section 14.6  Governing Law     47
Section 14.7  No Benefit to Others      47
Section 14.8  Headings, Gender and "Person"     48
Section 14.9  Schedules and Exhibits    48
Section 14.10  Severability     48
Section 14.11  Guarantee        48
Section 14.12  Jurisdiction     49
Section 14.13  Counterparts     49
Section 14.14  Table of Contents        49
Section 14.15  Amendments and Waivers   49

SCHEDULES

Schedule 2.2(a)

Vehicles by unit number, year, name, VIN number, and current book value

Schedule 2.2(b)

Vehicle Supplies and Inventories and book values

Schedule 2.2(c)

Trade Receivables With Aging

Schedule 2.2(d)

Other Receivables With Aging

Schedule 2.2(e)

Tangible Property and Book Values, including Service Vehicles by year, make and VIN number

Schedule 2.2(g)

Real Property

Schedule 2.2(h)

Intellectual Property

Schedule 2.2(p)

Material Written Licenses

Schedule 2.3(j)

Landstar Contracts and Agency Contracts

Schedule 2.3(n)

Owned and Leased Automobiles

Schedules 8.11(a) and (b)

I/C Contracts

Schedule 13.12

Certain Agents

Schedule 5

Disclosure Schedule List

The schedules and exhibits listed above are not filed herewith. Copies of the
omitted schedules and exhibits will be filed with the Commission upon request.

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made this 15th day of July,
1998, by and among Schneider National, Inc., a Wisconsin corporation 
(hereinafter referred to as the "Purchaser"), Landstar Poole, Inc., an Alabama 
corporation (hereinafter referred to as "Poole" or the "Seller") and Landstar 
System, Inc., a Delaware corporation (hereinafter referred to as "Landstar" or 
the "Guarantor").

BACKGROUND

A. Landstar and its indirect wholly-owned subsidiary Poole are engaged in 
the business of providing transportation services in a number of reportable 
business segments, including, among others, a company-owned tractor segment 
consisting of Poole.

B. Poole provides truckload transportation services over short and medium
length regional traffic lanes, primarily utilizing tractors owned by Poole in
contrast to those other reportable business segments of Landstar which are 
principally engaged in motor carrier transportation primarily utilizing 
tractors owned by independent contractors/owner operators.

C. Landstar and Poole are interested in divesting themselves of their 
company-owned tractor segment operations via the sale of certain operating 
assets of Poole.

D. The Purchaser, through its wholly owned subsidiaries, is engaged in the
business of providing motor carrier transportation services primarily utilizing
company-owned tractors, and is interested in acquiring, either directly or 
through its designees, certain operating assets of Poole and assuming all 
ongoing liabilities relating to the ownership or operation of those assets.

NOW THEREFORE, in consideration of the mutual promises hereinafter set forth, 
the parties agree as follows:

ARTICLE I DEFINITIONS

Section 1.1  Certain Definitions.  As used in this Agreement, the following
terms have the following meanings (which shall apply equally to both the 
singular and plural forms of the terms  defined).

"Adjusted Value" means, with respect to any Vehicle shown on Schedule 2.2(a)
hereto, the  product of the book value for such Vehicle, as shown on Schedule
2.2(a) hereto, times a fraction, the numerator of which is $29,000,000 and the
denominator of which is $34,052,748 (i.e., the aggregate book value of such 
Vehicles as of 6/27/98).

"Affiliate" means, with respect to a specified Person, a Person that, directly
or indirectly, through one or more intermediaries, controls, or is controlled
by or is under common control with, the Person specified.  As used herein, the
term "control" (including the terms "controlling," "controlled by," and "under
common control with") means the possession, direct or indirect, of the power to
direct or to cause the direction of the management and policies of a Person, 
whether through the ownership of voting securities, by contract or otherwise.

"Authorizations" shall mean all Operating Authorities, franchises, licenses,
permits, easements, rights, applications, filings, registrations and other
authorizations which are in any manner necessary for the Seller to conduct 
the Business or for the ownership and use of the assets owned or used by the
Seller in the conduct of the Business.

"Business" means the truckload transportation services of a short and medium
length traffic, primarily utilizing over-the-road tractors and trailers owned
by the Seller, as the same is currently conducted by the Seller.

"Business Day" means any weekday on which nationally chartered banks in the
City of New York are open for business.

"Closing" means the consummation of the transactions contemplated by this
Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Contract" means any contract, agreement, indenture, note, bond, loan, 
instrument, lease for any leased real property, equipment lease, mortgage,
license, franchise, obligation, commitment or other arrangement or agreement,
oral or written, to which either the Seller is a party, obligor or beneficiary
or by which any of the Assets is bound, excluding agreements with respect to
Intellectual Property and Employees.

"Damages" means all claims, actions, losses, damages, deficiencies, costs
(including, without limitation, costs of investigation), expenses and 
liabilities (including reasonable attorneys' fees incident to the foregoing),
whether or not arising out of Third Party claims.

"Employees" means all persons employed by the Seller in the Business on the
day immediately prior to the Closing Date, including without limitation, any
person on disability (other than Persons receiving benefits under the Seller's
Long Term Disability Plan), sick leave or leave of absence from the Seller.

"Encumbrance" means any encumbrance, security interest, mortgage, deed of 
trust, lien, charge, pledge, option, Third Party right, right of first refusal,
easement, restrictive covenant, adverse claim or restriction of any kind, 
including, but not limited to, any restriction on the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership (other 
than a restriction on transfer arising under federal or state securities laws).

"Environmental Law" means any applicable Law pertaining to the protection of 
human health or the environment as in effect on the date of this Agreement.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"GAAP" means generally accepted accounting principles in the United States.

"Governmental Body" means any government or governmental or regulatory body 
thereof, or political subdivision thereof, whether federal, state, territorial
local or foreign, or any agency, department or instrumentality thereof, or any
public or private court.

"Hazardous Material" means any substance, material or waste which is regulated
by any applicable Governmental Body pursuant to any applicable Environmental
Law, including, without limitation, any material or substance which is defined

as a "hazardous waste," "hazardous material," "hazardous substance," "extremely
hazardous waste," "restricted hazardous waste," "contaminant," "toxic waste" or
"toxic substance" under any provision of an Environmental Law applicable to the
operations of the Business.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as 
amended, and the rules and regulations thereunder.

"Intellectual Property" means patents, trademarks, service marks, trade names
(including all goodwill associated therewith), copyrights and  applications,
registrations, and renewals thereof, software and similar intangible rights.

"Landstar Contracts" means any contract with Landstar System, Inc. or its
Affiliates (other than Seller) from which the Seller benefits that is not
being transferred to the Purchaser.  Schedule 2.3(j) lists all Landstar 
Contracts.

"Liability" or "Liabilities" shall include, without limitation, any direct
or indirect indebtedness, guaranty, endorsement, claim, loss, damage, 
deficiency, cost, expense, obligation or responsibility, fixed or unfixed,
known or unknown, asserted or unasserted, presently existing or arising 
hereafter, liquidated or unliquidated, secured or unsecured, matured or 
unmatured, absolute or contingent of whatever nature.

"Material Adverse Effect" means a material adverse effect on the Assets or 
Business of the Seller.

"Operating Authorities" means such Certificates of Public Convenience and 
Necessity, Contract Carrier Permits as issued by the Interstate Commerce 
Commission, Surface Transportation Board and various State and Canadian 
Provincial and Territorial governmental agencies.

"Order" means any order, injunction, judgment, decree, ruling, writ, assessment
or arbitration award by a Governmental Body of competent jurisdiction.

"Permit" means any written approval, consent, exemption, franchise, license,
permit, waiver, certificate or other authorization required to carry on the 
Business as currently conducted under applicable Law.

"Permitted Liens" means 

(a) Liens for taxes not yet delinquent or the nonpayment of which in the 
aggregate would not reasonably be expected to have a Material Adverse Effect,
or which are being contested in good faith by appropriate proceedings 
diligently conducted;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or 
other like Liens arising in the ordinary course of business which are not 
overdue for a period of more than 60 days or which are being contested in good
faith by appropriate proceedings diligently conducted; and

(c) zoning restrictions, easements, rights-of-way, restrictions on the use of
property, other similar encumbrances incurred in the ordinary course of 
business and minor irregularities of title and other Liens, which do not 
materially interfere with the ordinary conduct of the business of the Seller.

"Person" means any natural person, corporation, partnership, firm, joint 

venture, association, joint-stock company, trust, unincorporated organization
or Governmental Body or any other entity.

"Schedules" mean all schedules prepared as part of this Agreement.

"Securities Act" means the Securities Act of 1933, as amended.

"Third Party" means any Person other than the Seller, the Purchaser or any of
their respective Affiliates.

"Vehicle Adjustment Amount" means the sum of the Adjusted Values of each 
Vehicle as to which the aggregate cost to repair any body damage (normal wear
and tear excepted) and any other failure to comply with the standards set forth
in Section 5.8 hereof exceeds $5,000.00.  The Vehicle Adjustment Amount shall 
be established by the parties pursuant to Section 3.1(b) hereof.

Section 1.2  Other Defined Terms.  Each of the following terms shall have the
meaning ascribed such term in the respective section opposite it below:

Term                             Section

Assets                                2.2
Assigned Contracts                    2.2(i)
Assumed Liabilities                   3.5(a)
Books and Records                     2.2(k)
Closing Date                          4.1
Confidentiality Agreement             4.3
Department of Transportation          5.3
Disclosure Schedule Article           5
Employee Benefit Plan                 5.18
Excluded Assets                       2.3
Goods Contracts                       5.19
I/C Contracts                         2.2(a)
IRCA                                  5.23
Leasehold Interest                    2.2(f)
Mark                                 13.6
Marked Vehicles                      13.6
Purchase Price                        3.1(a)
Purchase Price Adjustment             3.3 (b)(i)
Purchaser Party                      12.1
Real Property                         2.2(g)
Seller Intellectual Property          2.2(h)
Seller's Documents                    5.2
Service Vehicles                      2.2(e)
Service Contracts                     5.19
Tax or Taxes                          5.14
Tax Returns                           5.14
Tangible Property                     2.2(e)
Tractor Transitional Period          13.6
Trade Receivables                     2.2(c)

Trailer Transitional Period          13.6
Transfer Taxes                       13.10
Transitional Period                  13.6
Unassumed Liabilities                 3.4(b)
Vehicle Supplies and Inventories      2.2(b)
Vehicles                              2.2(a)
WARN Act                              9.3,13.1
WARN Notice                           9.3
Warranty Rights                       2.2(j)

ARTICLE II
PURCHASE AND SALE OF CERTAIN ASSETS
AND
ASSUMPTION OF CERTAIN LIABILITIES

Section 2.1  Assets to be Purchased and Sold.  At the Closing (i) the 
Seller shall unconditionally transfer, sell, convey, assign and deliver to the
Purchaser, and the Purchaser shall purchase from the Seller, the Assets (as 
defined in Section 2.2 hereof), and (ii) the Seller shall unconditionally 
transfer and assign to the Purchaser, and the Purchaser shall assume from the
Seller, the Assumed Liabilities (as defined in Section 3.5(a) hereof).

Section 2.2  Acquisition and Transfer of Certain Assets.  Upon the terms and
subject to the conditions hereinafter set forth, the Seller, and with respect 
to clause (r) below, the Guarantor, agrees to sell, assign, transfer, convey 
and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and
accept from the Seller or the Guarantor, as the case may be, all of the 
Seller's or the Guarantor's, as the case may be, rights, title and interests in
and to all of the following assets, properties, rights, and contracts employed 
in the Business as the same shall exist as of the date of Closing (such rights,
title and interests in and to all such assets, properties, rights, and 
contracts being collectively referred to as the "Assets"):

(a) All tractors and trailers (collectively the "Vehicles") owned by the 
Seller or leased by the Seller (other than vehicles leased to the Seller 
pursuant to 49 CFR 1057 ("I/C Contracts") and Service Vehicles).  Schedule 2.2
(a) lists, as of June 27, 1998, all such Vehicles (other than such Service 
Vehicles) by unit number, year, make, VIN number, and the then current book 
value thereof;

(b) All spare parts, vehicle supplies, oil and fuel inventories 
(collectively, "Vehicle Supplies and Inventories").  Schedule 2.2(b) lists, as 
of June 27, 1998, all of the Vehicle Supplies and Inventories and book values 
thereof;

(c) All trade accounts receivables arising from the Business or the Assets,
including unpaid receivables arising in connection with the Assigned Contracts 
(the "Trade Receivables").  Schedule 2.2(c) lists, as of June 27, 1998, all of 
the Trade Receivables and the book values thereof;

(d) All other accounts and notes receivables, and other rights to receive
payment arising from the Business or the Assets, other than any receivables due

from any owner operator who does not execute an I/C Contract or like agreement
with the Purchaser in the manner contemplated by Section 8.11 hereof (the 
"Other Accounts Receivables").  Schedule 2.2(d) lists, as of June 27, 1998, all
of the Other Receivables and the book values thereof;

(e) All furnishings, furniture, fixtures, office supplies, computers, and 
other tangible personal property owned by the Seller and utilized in the 
operation of the Business ("Tangible Property"), including all pickup trucks,
yard vehicles, fork lifts and like vehicles ("Service Vehicles").  Schedule 
2.2(e) lists, as of June 27, 1998, all such Tangible Property (including all 
such Service Vehicles), and the then current book values thereof, and, in the
case of such Service Vehicles, the year, make and VIN number thereof;

(f) To the extent transferrable, all of the Seller's right, title and 
interest in the leases of such tangible personal property, agreements or 
arrangements to provide products or services utilized in the operation of the
Business and/or provision of services utilized in the operation of the 
Business, and the rights to sue for, and remedies against, the lessor's of such
property or provider of such goods or services to the extent such rights and 
remedies relate to events occurring after the Closing Date ("Leasehold 
Interests");

(g) The Real Property owned by the Seller and set forth on Schedule 2.2(g) 
(the "Real Property");

(h) All Intellectual Property owned by the Seller and used primarily in the
Business, including the trade names, trademarks and registered copyrights 
shown on Schedule 2.2 (h), and the rights to sue for, and remedies against, 
past, present and future infringements thereof to the extent the same relate
to events occurring after the Closing Date  ("Seller Intellectual Property");

(i) All rights of the Seller in and to (i) all Contracts, agreements and
purchase orders for the sale or purchase of goods or services, or both, 
relating to the Assets or the Business, other than the Landstar Contracts and
Agency Contracts, and (ii) all other Contracts and agreements of whatever 
nature which pertain to the Assets or Business (other than those agreements 
referred to in Section 2.2(p) with respect to Intellectual Property), 
including, but not limited to, those contracts, agreements , purchase orders,
leases and other contracts set forth on Schedule 5.19 to this Agreement (all 
of the items referred to in this subparagraph (i) are, collectively, the 
"Assigned Contracts");

(j) To the extent transferrable, all of the Seller's right under or pursuant
to all warranties, representations and guarantees made by suppliers, 
manufacturers and contractors in connection with the operation of the Business
after the Closing or affecting the Assets after the Closing ("the Warranty 
Rights");

(k) All customer and supplier lists, engineering, maintenance and operating
records, advertising materials, customer lists, cost and pricing information, 
business plans, quality control records and manuals, personnel records and 
credit records of customers (other than any such items which relate to the 
Excluded Assets) ("Books and Records");

(l) The name "Poole Truck Line" including derivations thereof; provided, 
however, that the Purchaser acquires no rights to use the name, mark or logo 
"Landstar" or any derivations thereof, whether in combination with the name 
"Poole" or not ("Name Use") and shall at all times comply with the provisions 
of Section 13.6 of this Agreement in this regard;

(m) All rights under any contracts, agreements, or claims for refunds, 
repayments and other recoupments, to the extent the same relate to events 
occurring after the Closing Date;

(n) Any claims or causes of action relating to the foregoing Assets and any
and all claims for indemnity and contribution, refund, counterclaims, setoffs 
or defenses the Seller may have with respect to the Assets, to the extent the 
same relate to events occurring after the Closing Date;

(o) All prepaid items and prepaid expenses relating to miscellaneous 
supplies;

(p) All material written licenses to which the Seller is a party with respect 
to Intellectual Property, as listed on Schedule 2.2(p), provided that Schedule
2.2(p) need not list licenses for off-the-shelf computer software;

(q) To the extent transferrable and to the extent the Purchaser exercises its
option to have the Seller enter into an equipment lease with respect to the 
Vehicles pursuant to Section 8.12 hereof, all prepaid base plates with respect
to the Vehicles;

(r) The Equipment Sales, Software License, and Services Agreement, dated 
December 19, 1994, between Information Solutions, Inc. and the Guarantor 
(the "1mage Agreement");

(s) All QUALCOM Units of the Seller; and

(t) All VORAD Units of the Seller.

Section 2.2A  Non-Transferrable Assets. To the extent that the sale, 
conveyance, transfer or assignment of any service vehicle, Leasehold Interest,
Assigned Contract, license referred to in Section 2.2(p) or base plates 
referred to in Section 2.2(q) requires the consent of any person or entity 
other than the Purchaser or the Seller, this Agreement shall not constitute
an agreement to effect such sale, conveyance, transfer or assignment if such
action would constitute a breach thereof.  If the Purchaser and/or the Seller
is unable to obtain the consent to the assignment of any such Asset, the 
Closing shall nevertheless take place and the Seller will thereafter take all
reasonable action requested by the Purchaser to secure such consents after 
the Closing or otherwise to transfer to the Purchaser the benefits of such
Asset, provided that the Seller shall not be required to expend more than
$25,000 in satisfaction of its obligations under this Section 2.2A, plus, in 
the case of the Agreement identified as Items 1-5 on Schedule 2.2(p) hereto and
the agreement identified in Item 4 under "Landstar Contracts" on Schedule 2.3
(j) hereto, 50% of all costs in excess thereof which are attributable solely to
obtaining the applicable consent and not to any portion of any such consent fee
which is attributable to the Purchaser's proposed use of the applicable license
in a manner which differs from the Seller's historic use of such license, and 
provided further, that with respect to all such base plates, the Seller shall 
comply with the applicable provisions of Section 8.12 hereof.

Section 2.3  Excluded Assets.  Notwithstanding the foregoing, the Seller
and the Purchaser, expressly understand and agree that the Seller is not 
selling, assigning, transferring, conveying, or delivering to the Purchaser,
any assets, properties, rights, contracts and claims not referred to in 
Section 2.2, including, without limitation, the following (collectively, 
the "Excluded Assets"):

(a) Cash;

(b) Any books, records or other data relating to the ownership of the Seller
or the Business by the Guarantor;

(c) The capital stock, corporate minute books, seal, stock record books 
and stock transfer records, stock certificates, treasury stock, certificate
of incorporation and By-Laws of the Seller, or other records having to do 
solely with the corporate organization of the Seller;

(d) Accounts receivable related to transactions with the Guarantor or any 
other intercompany receivable;

(e) All rights under the Seller's insurance policies relating to the Assets
or the Business;

(f) The rights which accrue or will accrue to the Seller under this 
Agreement;

(g) All of the Seller's rights under its I/C Contracts and all reserves and
escrows related thereto;

(h) All Authorizations;

(i) All bad debt reserves related to Trade Receivables and Other Receivables;

(j) Any of the Contracts listed on Schedule 2.3(j) hereto, which lists the 
Landstar Contracts and the Agency Contracts;

(k) All rights under any contracts, agreements, or claims for refunds, 
repayments and other recoupments to the extent the same relates to events 
occurring prior to the Closing Date;

(l) Any claims or causes of action relating to the foregoing Assets and any
and all claims for indemnity and contribution, refund, counterclaims, setoffs 
or defenses the Seller may have with respect to the Assets to the extent the 
same relates to events occurring prior the Closing Date;

(m) Any and all assets and rights with respect to employee benefit plans,
programs or arrangements maintained by the Seller;

(n) All automobiles owned or leased by the Seller (other than service 
vehicles), all of which are listed on Schedule 2.3(n) hereto;

(o) The Real Property owned by the Seller located in Spartanburg, South 
Carolina and all of Seller's interests in the escrow agreement (and related
escrow account) established in connection with the Seller's prior sale of 
certain real property located in Nashville, Tennessee;

(p) All prepaid items and prepaid expenses relating to the Assets or the 
Business, other than prepaids for the base plates for the Vehicles and such 
other items and expenses which relate to miscellaneous supplies;

(q) All rights to the name, mark or logo "Landstar" and any derivations 
thereof;

(r) All Vehicles as to which a Vehicle Adjustment Amount is definitively 
established pursuant to Section 3.1(b) hereof; and

(s) All Contracts with any customer or other account of the Seller which
is derived from, or attributable to, any of the Seller's agents listed on 
Attachment G to Schedule 5.19(a)(iv) hereto.

ARTICLE III
PURCHASE PRICE, PAYMENT AND ALLOCATION 

Section 3.1  Purchase Price and Allocation.  (a) The initial Purchase 
Price (as it may be adjusted pursuant to Section 3.1(b) below, "the Initial
Purchase Price") shall be $41,592,000 and shall be allocated among the 
Assets as set forth below.  The Initial Purchase Price shall be subject to
adjustment after the Closing in the manner described in Sections 3.3 and 3.4
hereof (as so adjusted in accordance with such sections, the "Purchase Price".)
The Seller and the Purchaser shall, and shall cause each of their respective 
affiliates, to (i) prepare and file all statements or other information 
required to be furnished to any tax authority pursuant to section 1060 of 
the Code and Treasury regulations or other applicable tax law in a manner 
consistent with such allocations and (ii) prepare all tax returns required to
be filed by them in a manner consistent with such allocations, and shall not 
take any position contrary to such allocations.

(b)  No later than 3 business days before the then scheduled Closing Date, 
the Purchaser shall deliver to the Seller its estimate of the Vehicle 
Adjustment Amount, together with reasonable supporting documentation 
identifying the specific Vehicles and the specific alleged body or other 
deficiencies in question.  From and after the date hereof and prior to its 
delivery of such estimate of the Vehicle Adjustment Amount, if any, to the 
Seller, the Purchaser shall promptly notify the Seller in writing of any 
Vehicles which it intends to include in its estimate of the Vehicle Adjustment
Amount, and the alleged body of other deficiencies with respect to such 
Vehicle. The Purchaser's estimate of the Vehicle Adjustment Amount shall be 
reasonably acceptable to the Seller and, if it is not, the Purchaser and the 
Seller shall negotiate in good faith for a period of at least 5 business days 
to definitively establish the Vehicle Adjustment Amount.  If the Purchaser and 
the Seller are unable to so agree on any Vehicle Adjustment Amount during such 
period, their dispute with respect thereto shall be submitted to binding 
arbitration with a single arbitrator, to be mutually selected by the parties,
under the rules of the American Arbitration Association (or such other rules as
the parties may agree to establish), and the decision of such arbitrator shall 
be final, binding and conclusive upon the Purchaser and the Seller with respect
to the Vehicle Adjustment Amount. 

Allocation of Purchase Price

Assets                       Purchase Price
Vehicles                      $29,000,000
Trade Receivables               8,466,000
Other Receivables                 481,000
86 QUALCOM Units                  131,000
536 VORAD Units                   632,000
Real Property                     947,000
Prepaid Base Plates               250,000
Prepaid Supplies                   20,000
Vehicle Supplies and Inventory    694,000
Tangible Property                 721,000
All Remaining Assets and
Covenant Not To Solicit           250,000
Total                          $41,592,000 (less the vehicle Adjustment
Amount if any)

Section 3.2  Payment.  The Purchase Price shall be paid as follows:

(a) On the Closing Date, the Purchaser shall wire transfer to the Seller the
excess of (x) $40,842,000 over (y) the Vehicle Adjustment Amount, if any;

(b) On the Closing Date, the Purchaser shall wire transfer $750,000 (the 
"Escrow Amount") to Bank One Green Bay, as Escrow Agent (the "Escrow Agent"), 
to be held by the Escrow Agent for the benefit of the Seller, the Guarantor 
and the Purchaser until the date the Purchase Price Adjustment is definitively 
established pursuant to Section 3.3 hereof.  The Escrow Amount shall secure a 
portion of the potential obligations of the parties under this Agreement to 
adjust the Initial Purchase Price and shall be governed by the terms and 
conditions of the Escrow Agreement (the "Escrow Agreement") to be negotiated 
by the parties prior to the Closing.

(c) Effective as of the Closing, the Purchaser shall assume and perform the
Assumed Liabilities in accordance with Section 3.5 below;

(d) Upon determination of the Purchase Price Adjustment pursuant to Section
3.3 below, the Purchaser shall pay to the Seller or the Seller shall pay to the
Purchaser, as the case may be, the amount of the Purchase Price Adjustment.  
Such payment shall be made in accordance with Section 3.3(b) hereof; and

(e) Upon the Purchaser's election to require the Seller to repurchase any 
unpaid Trade Receivable pursuant to Section 3.4 hereof, the Seller shall pay 
to the Purchaser the amount specified in such Section at the time required by
such Section.

Section 3.3  Calculation and Payment of Purchase Price Adjustment.  
(a) No later than thirty (30) days after the Closing, the Purchaser shall 
prepare and deliver to the Seller a written schedule of the Closing Date 
Asset Values (such schedule, as it may be revised pursuant to Section 3.3(b)
(ii) hereof, the "Schedule of Closing Date Asset Values"); it being understood

and agreed that all Closing Date Asset Values, except as specifically stated
below, shall be calculated in the same manner in which such asset values
would be calculated in connection with the preparation of a balance sheet 
for the Seller prepared as of the close of business on the Closing Date in
accordance with GAAP and otherwise in accordance with the historical 
accounting policies, practices, procedures and elections of the Seller, 
as reflected in the financial statements of the Seller previously made 
available to the Purchaser.  For purposes of this Agreement, the Closing Date 
Asset Values shall mean the following:

(i) The book value of the Trade Receivables of the Seller as of the Closing;

(ii)  The book value of the Other Receivables of the Seller as of the 
Closing;

(iii) The book value of all Vehicles owned by the Seller as of the Closing
(which value, for all purposes of this Section 3.3, shall be $29,000,000, 
less the aggregate of the Adjusted Values for all of the Vehicles shown on 
Schedule 2.2(a) hereto which are sold, disposed of or abandoned prior to 
Closing, or which are no longer in existence as of the Closing);

(iv) The book value of the Real Property as of the Closing (which value, for
all purposes of this Section 3.3, shall be $947,000 plus the book value of 
any additions or improvements made to the Real Property during the period after
June 27, 1998 and prior to the Closing);

(v) The book value of the Tangible Property of the Seller as of the Closing; 

(vi) The book value of the Vehicle Supplies and Inventory of the Seller as
of the Closing plus $50,000 (representing the $50,000 fuel allowance);

(vii) $270,000 (representing the agreed upon residual value for the Business
plus the agreed upon value for prepaid miscellaneous supplies);

(viii) $250,000 (representing the agreed upon value of prepaid base plates),
provided that such amount shall be reduced to zero if the Purchaser does not
exercise its equipment lease option pursuant to Section 8.12 hereof;

(ix) The book value of all of the VORAD units of the Seller as of the 
Closing;

(x) The book value of all of the QUALCOM units of the Seller as of the 
Closing; and

(xi) A negative amount equal to the book value of the Seller's reserve
for accrued vacation time for all Employees who accept the Purchaser's offer
of employment pursuant to Section 13.2 hereof.

(b) Payment of Purchase Price Adjustment.

(i) If the Closing Date Asset Values, as set forth on the Schedule of 
Closing Date Asset Values, exceed $41,592,000 (less the Vehicle Adjustment 
Amount, if any), the Purchaser shall pay such excess to the Seller in 
immediately available funds within fifteen (15) days after its delivery of the

Schedule of Closing Date Asset Values to the Seller, unless the Seller has 
notified the Purchaser within such fifteen (15) day period that the Seller 
disagrees with any such Closing Date Asset Values.  If the Closing Date Asset
Values, as set forth on the Schedule of Closing Date Asset Values, are less 
than $41,592,000 (less the Vehicle Adjustment Amount, if any), the Seller 
shall pay such deficit to the Purchaser in immediately available funds within
fifteen (15) days after the delivery of the Schedule of Closing Date Asset 
Values to the Seller, unless the Seller has notified the Purchaser within such
fifteen (15) day period that the Seller disagrees with such Closing Date Asset
Values.  The excess amount owing by the Purchaser to the Seller or the deficit
amount owing by the Seller to the Purchaser, as the case may be, is referred to
herein as the "Purchase Price Adjustment";

(ii) If within fifteen (15) days after delivery of the Schedule of Closing
Date Asset Values to the Seller by the Purchaser, the Seller notifies the 
Purchaser that the Seller disagrees with any of such Closing Date Asset Values
reflected thereon, then for a period of fifteen (15) days thereafter, the 
Purchaser and the Seller shall attempt in good faith to resolve their dispute
regarding the Closing Date Asset Values.  In connection with its review of the
Purchaser's calculation of the Closing Date Asset Values, the Seller and its
authorized representatives, including K.P.M.G. Peat Marwick LLP ("KPMG"), will
have the right to review the information used in the preparation of the 
Schedule of Closing Date Asset Values provided by the Purchaser and its 
representatives, including, but not limited to, all existing work papers 
relating to such values and to discuss such information used in the preparation
of such values with the personnel of the Purchaser and its representatives 
responsible therefor.  If during such second fifteen (15) day period the 
Purchaser and the Seller resolve their dispute, the Purchase Price Adjustment
shall be made in immediately available funds within ten (10) business days 
after their dispute is resolved.  If the disagreement remains unresolved 
after such fifteen (15) day period, the Purchaser and the Seller shall engage
Price Waterhouse Coopers, LLP ("PW") within seven (7) days after the end of the
fifteen (15) day period, who shall resolve the dispute between the parties 
within thirty (30) days after its selection, which resolution shall be final
and binding upon all parties, and within ten (10) business days after such 
resolution, the appropriate Purchase Price Adjustment shall be made. All 
charges of PW incurred in resolving the dispute shall be shared equally by the
Purchaser and the Seller;

(iii) Any portion of the Purchase Price Adjustment not paid in full when due
shall bear interest from the date due until paid in full at the rate of seven
percent (7%) per annum; and

(iv)  On the date that the Purchase Price Adjustment is definitively 
established pursuant to the provisions of Section 3.3(b)(i) or 3.3(b)(ii) 
hereof, as the case may be, the Seller and the Purchaser shall (x) jointly 
certify to the Escrow Agent the amount of such Purchase Price Adjustment, 
together with the amount of the interest accrued on the Purchase Price 
Adjustment from the Closing Date to the date of such payment under Section 3.3
(b)(iii) hereof, (y) if the Purchase Price Adjustment is to be made in favor of
the Purchaser, direct the Escrow Agent to pay such amounts (to the extent 
available in the Escrow Account) to the Purchaser and to pay any portion of the
Escrow Account not utilized for such purpose to the Seller and (z) if there is

no Purchase Price Adjustment or if the Purchase Price Adjustment is to be made
in favor of the Seller, direct the Escrow Agent to pay the entire Escrow Amount
to the Seller.  In the event the sum of the Purchase Price Adjustment to be
paid to the Seller or the Purchaser, as the case may be, plus the applicable
interest thereon under Section 3.3(b)(iii) hereof, exceeds the Escrow Amount,
the Seller or the Purchaser, as the case may be, shall be obligated to 
immediately pay such excess to the other.

Section 3.4  Collection and Guaranty of Receivables.  From and after the 
Closing, the Purchaser shall undertake the collection of each of the Trade 
Receivables reflected on the Schedule of Closing Date Asset Values with the 
same diligence as is customarily employed by the Purchaser and its operating
subsidiaries in connection with the collection of accounts receivable. All 
amounts collected by the Purchaser from customers that have outstanding Trade 
Receivables reflected on the Schedules of Closing Date Asset Values shall be 
applied against the oldest accounts of such customer first unless such customer
shall specifically designate that such payment shall be applied in a different 
manner. The Purchaser will provide the Seller on a monthly basis with access 
to a reconciled schedule of cash receipts listing all cash receipts from 
customers with Trade Receivables included in the Schedule of Closing Date Asset
Values and a listing of all Trade Receivables on the Schedule which remain 
Outstanding as of the date such listing is prepared. At any time subsequent to
the 90th day, and prior to the 120th day, after the Closing, the Purchaser may 
give written notice to the Seller that it is requiring the Seller to purchase 
from the Purchaser any of the Trade Receivables reflected on the Schedule of 
Closing Date Asset Values which remain unpaid as of such date in consideration 
for the payment to the Purchaser of the book value of such Trade Receivable, as
set forth on the Schedule of Closing Date Asset Values. The Seller shall
purchase (or cause to be purchased) any such transferred Trade Receivable 
within 15 days after receiving the applicable notice from the Purchaser. 
Upon its purchase of any such Trade Receivable, the Seller shall thereafter 
have the exclusive right to collect such Trade Receivable from the applicable 
payor. 

Section 3.5  Assumption of Certain Liabilities.  (a)  Assumed Liabilities.
In addition to the Purchase Price, upon the Closing Date, the Purchaser shall 
assume and agree to pay, discharge or perform the following obligations 
(collectively, the "Assumed Liabilities"):  (i) all obligations and other 
Liabilities arising from and after the Closing under each of the Contracts 
(except to the extent the same is an Excluded Asset) and Intellectual Property 
Agreements that are set forth on Schedules 2.2(p) and 5.19 hereto, the 1mage 
Agreement and the lease agreement with respect to the Brunswick Georgia 
facility listed on Schedule 5.11 hereto, provided the Purchaser does not 
assume, and the Seller shall be obligated to complete, all obligations referred
to on Schedule 5.19(a)(vii) associated with the removal of the underground 
storage tank described thereon, (ii) the liabilities with respect to Employees
specifically referred to in Section 13.1 hereof and (iii) all Liabilities and 
obligations arising out of the Purchaser's ownership of the Assets or the 
operation of the Business from and after the Closing Date, including, without 
limitation, any Liabilities associated or relating in any way to the "Year 
2000" issues associated with the Intellectual Property.  The Purchaser shall 
not assume or be responsible for any other Liability of the Seller, whether 
accrued before or after the Closing Date, other than the Assumed Liabilities.

(b)   Unassumed Liabilities.  Without limiting the breadth and generality
of the exclusion in Section 3.5(a), the Purchaser shall not assume or incur any
Liability in respect of any of the following:

(i) Liabilities to any of the Seller's secured creditors which are incurred
or accrued prior to the Closing due to, or in connection with, the Seller's
creation of any security interest on any Asset;

(ii) Any product liability, cargo liability, vehicle accident, premises
liability, or similar claim for injury to person or property, regardless of 
when made or asserted, which arises out of or is based upon any express or 
implied representation, warranty, action, inaction, tort, agreement or 
guarantee made by the Seller, or alleged to have been made by the Seller, or 
which is imposed or asserted to be imposed by operation of law, and any claim
seeking recovery for consequential damage, lost revenue or income, in all cases
to the extent the same relates to the ownership or operation of the Business or
the Assets prior to the Closing Date;

(iii) Except as provided in Section 13.13 hereof, any foreign, federal, 
state or local Tax (as defined in Section 5.14): (i) payable with respect to 
the business, assets, properties or operations of the Seller, the Guarantor or
any member of any affiliated group of which either is a member, or (ii) 
incident to or arising as a consequence of the negotiation or consummation by
the Seller, the Guarantor or any member of any affiliated group of which either
is a member, of this Agreement and the transactions contemplated hereby;

(iv) Any Liability under or in connection with the Excluded Assets;

(v) Any Liability not specifically referred to in Section 13.1 hereof 
arising prior to or as a result of the Closing to any employees, agents or
independent contractors of the Seller, whether or not employed by the Purchaser
after the Closing, or under any benefit arrangement with respect thereto; and

(vi) Any Liability of the Seller arising or incurred in connection with
the negotiation, preparation and execution of this Agreement and the 
transactions contemplated hereby including, but not limited to fees and 
expenses of counsel, accountants and other experts, fees and costs relating 
to the Seller's termination of any leases regarding the Vehicles.

ARTICLE IV
CLOSING; TERMINATION

Section 4.1  Closing Date.  The Closing of this transaction shall take 
place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, 
New York, at 10:00 a.m. (local time) on the fourth business day after the 
conditions set forth in Sections 10.6 and 11.5 hereof have been satisfied 
or waived by the party entitled to do so; or at such other place, time and 
date as may be mutually agreed upon by the Purchaser and the Seller.
The date on which the Closing occurs is referred to in this Agreement as the 
"Closing" or the "Closing Date".

Section 4.2  Proceedings at Closing. All proceedings to be taken and all
documents to be executed and delivered by the Seller in connection with the 
consummation of the transactions contemplated hereby shall be reasonably 
satisfactory in form and substance to the Purchaser and its counsel.  
All proceedings to be taken and all documents to be executed and delivered by 
the Purchaser in connection with the consummation of the transactions 
contemplated hereby shall be reasonably satisfactory in form and substance
to the Seller and their counsel.  All proceedings to be taken and all 
documents to be executed and delivered by all parties at the Closing shall
be deemed to have been taken, executed and delivered simultaneously, and no 
proceedings shall be deemed taken nor any documents executed or delivered until
all have been taken, executed and delivered.

Section 4.3  Confidentiality Agreement.  In addition to all other provisions
contained herein, effective as of the Closing Date, that certain 
Confidentiality Agreement by and between the parties ("Confidentiality 
Agreement"), dated as of August 20, 1997, shall be terminated and shall be 
null and void and of no further force and effect, except to the extent any 
Information (as defined therein) pertains to the Guarantor or any other 
Affiliate of the Seller, as to which Information such Confidentiality Agreement
shall remain in full force and effect.

Section 4.4  Termination.  This Agreement may be terminated prior to the
Closing as follows:

(a) By the written agreement of the Purchaser and the Seller;

(b) By either the Purchaser or the Seller if there shall be in effect a final
nonappealable Order restraining, enjoining or otherwise prohibiting the 
consummation of the transactions contemplated hereby;

(c) By either the Purchaser or the Seller (provided that the terminating 
party is not then in material breach of any representation, warranty, covenant
or other agreement contained herein) if there shall have been a material breach
of any of the representations or warranties set forth in this Agreement on the
part of the other party, which breach is not cured within thirty (30) days 
following written notice to the party committing such breach or which breach,
by its nature, cannot be cured prior to the Closing, and which breach, 
individually or together with all other such breaches, would have a Material
Adverse Effect, in the case of breaches by the Seller, or a material adverse
effect on the Purchaser's ability to consummate the transactions contemplated
hereby, in the case of breaches by the Purchaser; and

(d) By either the Purchaser or the Seller if either shall have reasonably 
determined that one or more conditions set forth in Articles X or XI cannot
be fulfilled or satisfied within a reasonable period of time and, in any 
event, if such Closing has not occurred on or before September 30, 1998.

Section 4.5  Effect of Termination. If this Agreement is terminated in
accordance with Section 4.4 hereof and the transactions contemplated hereby
are not consummated, this Agreement shall become null and void and of no 
further force and effect, except (i) for this Section 4.5, and (ii) that the
termination of this Agreement for any cause shall not relieve any party hereto
from any liability which at the time of termination had already accrued to any
other party hereto or which thereafter may accrue in respect of any act or 
omission of such party prior to such termination, including breaches of 
covenants hereunder.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE SELLER 

The Seller hereby represents and warrants to the Purchaser that, except as 
otherwise set forth on Schedule 5 (the "Disclosure Schedule"), which 
Disclosure Schedule shall specifically identify the relevant subsection 
hereof to which it relates, the following: 

Section 5.1  Corporate Existence and Organization.  The Guarantor and the 
Seller are each corporations duly organized, validly existing and in good 
standing under the laws of the jurisdiction of their respective incorporation;
and the Seller is duly qualified to do business and is in good standing as a 
foreign corporation in each jurisdiction where the conduct of the Business by
it requires it to be so qualified, except where the failure to be so qualified
would not have a Material Adverse Effect.  The Guarantor is the beneficial 
owner (within the meaning of Section 13d-3 of the Securities and Exchange Act 
of 1934, as amended) of all issued and outstanding stock of the Seller.  
There are no proxies, voting trust agreements, pledges or other restrictions
affecting such stock.

Section 5.2  Corporate Power; Authorization; Enforceable Obligations.  
The Seller has the corporate power and authority to execute, deliver and 
perform this Agreement. The execution, delivery and performance of this 
Agreement by the Seller has been duly authorized by all necessary corporate
and shareholder action on the part of the Seller. This Agreement has been, and
the other agreements, documents and instruments required to be delivered by the
Seller 
in accordance with the provisions hereof (the "Seller's Documents") will be 
duly executed and delivered on behalf of the Seller by duly authorized 
officers of the Seller; and this Agreement constitutes, and the Seller's 
Documents when executed and delivered will constitute, the legal, valid and
binding obligations of the Seller, enforceable against the Seller in accordance
with their respective terms.

Section 5.3  Safety Rating.  The Seller has now and, for the five years 
preceding the date of this Agreement, maintained a "Satisfactory" safety 
rating as promulgated by the Department of Transportation ("DOT") and is not 
aware of any issues, deficiencies or violations which would

change such rating. The Seller is not aware of any notice of any intended,
pending, or proposed audit of its operations by the DOT or any other 
governmental entity having jurisdiction over the Seller's operations.

Section 5.4  No Interest in Other Entities.  No shares of any corporation
or any ownership or other investment interest, either of record, beneficially
or equitably, in any association, partnership, joint venture or other legal
entity are included in the Assets, other than shares of capital stock 
representing immaterial, non-controlling interests in publicly-traded companies
obtained by the Seller in the ordinary course of the Business.

Section 5.5  Validity of Contemplated Transactions, Etc. The execution, 
delivery and performance of this Agreement by the Seller does not and will 
not violate, conflict with or result in the breach of any term, condition or
provision of, or require the consent of any other person under (a) any existing
law, ordinance, or governmental rule or regulation to which the Seller is 
subject, (b) any judgment, order, writ, injunction, decree or award of any 
court, arbitrator or governmental or regulatory official, body or authority 
which is applicable to the Seller, (c) the charter documents of the Seller, 
or (d) any mortgage, indenture, agreement, contract, commitment, lease, 
license, or other instrument, document or legally enforceable understanding, 
oral or written, to which the Seller is a party, by which the Seller may have 
rights or by which any of the Assets may be bound or affected, or give any 
party with rights thereunder the right to terminate, modify, accelerate or 
otherwise change the existing rights or obligations of the Seller thereunder, 
except for any such violations or conflicts which would not have a Material 
Adverse Effect. Except as aforesaid or provided in the HSR Act, no 
authorization, approval or consent of, and no registration or filing with, any
governmental or regulatory official, body or authority is required in 
connection with the execution, delivery or performance of this Agreement by the
Seller, except for any such approvals, consents, registrations or filings, the 
failure of which to obtain or make would not have a Material Adverse Effect; it
being understood that the Seller makes no representation or warranty as to its 
ability to transfer any of the Operating Authorities or base plates to the
Purchaser.

Section 5.6  No Third Party Options.  There are no existing agreements, 
options, commitments or rights with, conferring on any Third Party the right
to acquire any of the Assets.

Section 5.7  Vehicle Supplies and Inventories, Etc. All vehicle supplies and
inventories, furnishings, furniture, fixtures, office supplies, computers, and
other tangible personal property included in the Assets, are of good and 
merchantable quality in all material respects; and are usable in the ordinary
course of the Business in compliance in all material respects with all 
applicable regulations and quality standards of any Governmental Authority.

Section 5.8  Vehicles. All Vehicles included in the Assets have the proper 
Vehicle Identification Number (VIN) shown on Schedule 2.2(a), have less than 
$3,000,000 in the aggregate of body damage (normal wear and tear excepted), 
have engines that start and run with no major leaks or excessive smoke and are
capable of transporting freight of such weight and dimensions as allowable 
under Department of Transportation requirements, except for any such failures 
which would not have a material adverse effect on the Purchaser.

Section 5.9  Authorizations.  As of the date hereof and the Closing Date 
(without giving effect to the consummation of this transaction), all Operating
Authorities are in good standing and there are no actions pending concerning 
such operating authorities.

Section 5.9A  Computer Generated Balance Sheets.  Seller has delivered to 
Purchaser copies of the computer generated balance sheets for the Seller as
of June 28, 1997, December 27, 1997 and June 27, 1998.  Such balance sheets
fairly present in all material respects the assets of Seller as of the dates
indicated, excluding any appropriate write-downs thereto as a result of or 
relating to the consummation of the transactions provided for hereunder.

Section 5.10  Ownership of the Assets Other than Leased Assets.  Except with 
respect to assets listed on Schedules 2.2(g) and (p), the Seller has (or will
as of the Closing have) good and valid title to all of the Assets, free and 
clear of all Encumbrances, except for any such Encumbrances which would not 
have a Material Adverse Effect.  At the Closing, the Purchaser will acquire 
such good and valid title, except as a result of any actions as may be taken 
by the Purchaser. With respect to any leases listed on Schedule 5.11, as of the
Closing Date, the Seller shall not be in material default of any such leases or
service arrangements, and shall be current in all material respects with 
respect to any liabilities arising thereunder prior to the Closing Date.  No 
affiliate of the Seller owns any of the Assets.  This Section 5.10 does not 
relate to the Seller Intellectual Property, which is instead covered by Section
5.13.

Section 5.11 Real Property.  With respect to the Real Property:  

(a) Real Property.  All real property (including, without limitation, all
interests in and rights to real property) and improvements located thereon 
which are owned by the Seller and used in connection with the Business or 
included in the Assets, are listed on the Disclosure Schedule in response to 
this Section.

(b) Title to Owned Real Property.  With respect to the Real Property, title
to such Real Property is, and at Closing shall be, good and marketable, fee 
simple absolute, free and clear of all Encumbrances other than Permitted Liens.
At Closing, title to the Real Property owned by the Seller shall be insurable 
by any title insurance company selected by the Purchaser, at such company's 
regular rates (as paid for by the Purchaser) pursuant to an ALTA 1987 owner's
form of policy, to the extent available, free of all exceptions except 
Permitted Liens.

(c) Pollution and Hazardous Substances.  Except as would not reasonably be 
expected to result in a Material Adverse Effect:  the Seller has not used, 
discharged, released, disposed on, under or about any of its Assets, including
the Real Property, any Hazardous Material in violation of any applicable 
Environmental Laws, except for goods and materials transported as cargo in 
the ordinary course of the Seller's Business and in substantial compliance 
with all applicable Environmental Laws.  The Seller has kept and maintained 
its assets, including the Real Property, and, to the best of its knowledge, 
the waters or any waste on, under or discharged from its assets, including 
the Real Property, in compliance with, and has not caused or permitted its
assets, including the Real Property, to be in violation of any applicable 
Environmental Law now or previously in effect related to environmental 
conditions, air, water and land pollution or the storage or disposal of 
Hazardous Materials on, under or about its assets, including the Real Property

(d) Eminent Domain.  The Seller has received no notices, oral or written, 
and has no knowledge that any governmental body having the power of eminent
domain over the Real Property has commenced or intends to exercise the power
of eminent domain or a similar power with respect to all or any part of the
Real Property. 

(e) No Violations.  Except as would not be reasonably expected to have
a Material Adverse Effect, the Real Property and its present uses comply
with all applicable Regulations of all governmental bodies having jurisdiction
over the Real Property.  The Seller has received no notices, oral or written,
from any governmental body, and has no knowledge that the Real Property or
any improvements erected or situate thereon, or the uses conducted thereon
or therein, violate in any material respect any applicable Regulations of 
any governmental body having jurisdiction over the Real Property.

(f) Improvements.  The material improvements located on the Real Property
are in good condition and are structurally sound in all material respects,
and all material mechanical and other material systems located therein are
in good operating condition, subject to normal wear, and no condition exists
requiring material repairs, alterations or corrections.

(g) Access.  The buildings and structures constituting part of the Real
Property currently have access to public roads or valid easements over private
streets or private property for such ingress to and egress from such property.

(h) Compliance with Construction Regulations.  To the Seller's knowledge, the
installation and construction of the buildings and structures located on the
Real Property have been completed in material compliance with all laws, rules,
regulations, judgments, orders, permits, licenses and other requirements of and
agreements with all Governmental Bodies applicable to such properties; and all
building permits, certificates of occupancy, licenses and other authorizations
required for current uses of such properties have been obtained, other than 
those the failure of which to obtain would not materially adversely affect 
the continued use of the relevant property as now used.

Section 5.12  Absence of Certain Developments.  Since June 27, 1998, the 
Business has been conducted in the ordinary course consistent with past 
practices and, except in the ordinary course of business consistent with past 
practices, there has not been any (i) increase in the rate of compensation 
payable by the Seller to any of its Employees who are compensated on an hourly
basis or any increase in the amounts paid or payable to such Employees under 
any bonus, incentive, pension, profit sharing or other benefit plan, or any 
arrangement therefore made for or with any such Employee; or (ii) any sale 
or other disposition of any asset other than in the ordinary course of 
business.

Section 5.13  Intellectual Property.  (a) Schedule 2.2(h) lists all material 
Seller Intellectual Property. Except as set forth on Schedule 2.2(p), the 
Seller owns all Intellectual Property necessary for the conduct of the 
Business as currently conducted.

(b) Neither the Seller nor, to the Seller's knowledge, any other party 
thereto, is in default under any license set forth on Schedule 2.2(p), and, 
except as set forth on Schedule 2.2(p), each such license is in full force 
and effect as to the Seller and, to the Seller's knowledge, as to each other
party thereto, except for such defaults and failures to be so in full force 
and effect as, individually and in the aggregate, would not reasonably be 
expected to have a Material Adverse Effect.  To the Seller's knowledge, 
none of the Seller Intellectual Property is subject to any outstanding 
injunction, judgment, order, decree or ruling.

(c) Except as set forth in Schedule 5.13(c), the Seller has not received any 
notice or claim stating (or otherwise to the effect) that the conduct of the 
Business infringes the asserted Intellectual Property rights of any person and
the Seller has no knowledge of any infringement by any person of the Seller 
Intellectual Property.

Section 5.14  Tax and Other Returns and Reports.  All federal, state, local
and foreign tax returns, reports, statements and other similar filings 
required to be filed by or on account of the Seller (the "Tax Returns") with
respect to any federal, state, local or foreign taxes, assessments, interest,
penalties, deficiencies, fees and other governmental charges or impositions,
(including, without limitation, all income tax, unemployment compensation,
social security, payroll, sales and use, excise, privilege, property, ad 
valorem, franchise, license, school, fuel, fuel use, highway use, and any 
other tax or similar governmental charge or imposition under laws of the United
States or any state or municipal or political subdivision thereof or any 
foreign country or political subdivision thereof) (the "Taxes") have been filed
with the appropriate governmental agencies in all jurisdictions in which such
Tax Returns are required to be filed, and all such Tax Returns properly reflect
the liabilities of the Seller for Taxes for the periods, property or events 
covered thereby, except in all cases for any failures which would not have a 
material adverse effect on the Purchaser.  All Taxes, including without 
limitation those which are called for by the Tax Returns, or heretofore or 
hereafter claimed to be due by any taxing authority from the Seller, have been
properly accrued or paid, except in all cases for any failures which would not
have a material adverse effect on the Purchaser. The accruals for Taxes 
contained in the Seller's financial statements are adequate to cover the tax 
liabilities of the Seller with respect to the Business as of that date and 
include adequate provision for all deferred taxes, and nothing has occurred 
subsequent to that date to make any of such accruals inadequate, except in all
cases for any failures which would not have a material adverse effect on the 
Purchaser. The Seller has not received any notice of assessment or proposed 
assessment in connection with any Tax Returns respecting the Seller and there 
are not pending tax examinations or audits of or tax claims asserted against 
the Seller or any of its assets or properties, except in all cases for any 
failures which would not have a material adverse effect on the Purchaser. The 
Seller has not extended, or waived the application of, any statute of 
limitations of any jurisdiction regarding the assessment or collection of any 
Taxes with respect to the Seller. The Seller has made all deposits required by 
law to be made with respect to the Seller's Employees' withholding and other 
employment taxes, including, without limitation, the portion of such deposits 
relating to taxes imposed upon the Seller with respect to the Seller, except 
for any failure to make such deposits or pay such taxes which would not have a 
material adverse effect on the Purchaser.  The Seller shall timely file 
all tax returns and pay all taxes related to operation of the Business prior
to the Closing Date, except in all cases for any failures which would not 
have a material adverse effect on the Purchaser.

Section 5.15  Existing Condition.  Except in the ordinary course of business
consistent with past practices, since June 27, 1998, the Seller has not:

(a) Sold, encumbered, assigned or transferred any assets or properties
included in the Assets, except for the sale, use or consumption of inventory
in the ordinary course of business consistent with past practice;

(b) Mortgaged, pledged or subjected any of the Assets to any mortgage, 
lien, pledge, security interest, conditional sales contract or other 
encumbrance of any nature whatsoever, except as otherwise permitted or for
Encumbrances which will be discharged prior to the Closing;

(c) Made or suffered any amendment or termination of any Assigned Contract;

(d) Made commitments or agreements for capital expenditures or capital 
additions or betterments exceeding in the aggregate $25,000, except such as
may be involved in ordinary repair, maintenance or replacement of its assets;

(e) Increased the salaries or other compensation of, or made any advance 
(excluding advances for ordinary and necessary business expenses) or loan to,
any of its employees or made any increase in, or any addition to, other 
benefits to which any of its employees may be entitled;

(f) Entered into any transaction other than in the ordinary course of 
business consistent with past practice.

Section 5.16  Labor Matters.  The Seller is not a party to any collective
bargaining agreement, no such agreement determines the terms and conditions of
employment of any employee of the Seller, no collective bargaining agent has 
been certified as a representative of any of the employees of the Seller, and
no representation campaign or election is now in progress with respect to any 
of the employees of the Seller, nor to the best of the Seller's information 
and belief there have not been any attempts to organize the employees or 
independent contractors/owner operators of the Seller within the preceding 
12-month period.  The Seller is in compliance in all material respects with 
all applicable laws respecting employment and employment practices, terms and 
conditions of employment and wages and hours. There is no labor strike, 
dispute, slow-down or work stoppage actually pending or, to the knowledge of 
the Seller, threatened with respect to the Seller's employees. Since December 
27, 1997, the Seller has not made or agreed to any increase in the amount, 
rate, terms or method of calculation of compensation to any existing
or former employee of the Seller.  The Seller's Business is not subject to 
Executive Order 11246.

Section 5.17  Insurance.  The Assets and the Business of the Seller are 
insured under various policies of general liability and other forms of 
insurance, all of which are described in all material respects in the
Disclosure Schedule.

Section 5.18  Employee Benefit Plan and Arrangements.  The Disclosure 
Schedule contains a complete list of all written material employee benefit
plans, whether covering one person or more than one person, sponsored or 
maintained by the Seller. For the purposes hereof, the term "employee benefit
plan" includes all plans, funds, programs, policies, arrangements and 

practices (including vacation policies) providing benefits of economic value to
any of the Seller's Employees, former Employees, or present or former 
beneficiary or dependent of any such employee or former employee other than
regular salary, wages or commissions paid substantially concurrently with the
performance of the services for which paid.  Without limitation, the term 
"employee benefit plan" includes all employee welfare benefit plans within the
meaning of section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), all employee pension benefit plans within the meaning of
section 3(2) of ERISA.

Section 5.19  Contracts and Commitments.  (a)  The Seller is not a party to
any of the following Contracts other than those terminable at the Seller's 
will without penalty, payment or impairment:

(i) Any contract with any present or former employee or consultant or for
the employment of any person, including any consultant, who is engaged in the
conduct of the Business;

(ii) Any contract for the future purchase of, or payment for, supplies or 
products, or for the performance of services by a third party which supplies,
products or services are used in the conduct of the Business involving in any
one case $25,000 or more;

(iii) Any contract to sell or supply products ("Goods Contracts") or to 
perform services other than customer transportation agreements ("Services 
Contract") in connection with the Business involving, in any one case, 
$100,000.00 or more;

(iv) Any distribution, dealer, representative or sales agency Contract, 
relating to the Business;

(v) Any lease under which the Seller is either lessor or lessee relating
to the Assets or any property at which the Assets are located;

(vi) Any Contract for any charitable or political contribution relating 
to the Business;

(vii)   Any Contract for any capital expenditure or leasehold improvement 
in excess of $25,000;

(viii) Any Contract limiting or restraining the Seller, the Business or any
successor thereto from engaging or competing in any manner or in any business,
nor, to the Seller's knowledge, is any employee of the Seller engaged in the 
conduct of the Business subject to any such agreement, contract or commitment;

(ix) Any franchise or distributorship agreement; or

(x) Any Contract relating to the Business not otherwise listed on the
Disclosure Schedule and continuing over a period of more than six months from 
the date hereof, or exceeding $100,000.00 in value.

(xi) Any Service Contract other than in the form attached to the Disclosure
Schedule with only such changes as are necessary to reflect applicable fees, 
time periods, and other changes therein as do not naturally affect the rights
or obligations of the Seller thereunder.

(b) The Seller has made available to the Purchaser complete and correct 
copies of all written contracts listed on Schedule 5.19, and a complete 
and correct description in all material respects of all of the material terms
of all oral contracts listed on Schedule 5.19, in each case together with a 
complete and correct copy or description in all material respects, as the case
may be, of all amendments thereto.

(c) Each of the Contracts listed in the Disclosure Schedule in response 
to this Section, or not required to be listed therein because of the amount
thereof, and to which the Purchaser is to acquire rights or obligations 
hereunder, is, to the Seller's knowledge, valid and enforceable in accordance
with its terms.  The Seller is, and to the Seller's knowledge all other 
parties thereto are, in compliance with the provisions thereof; the Seller is
not, and to the Seller's knowledge, no other party thereto is, in default in
the performance, observance or fulfillment of any material obligation, 
covenant or condition contained therein; and, to the Seller's knowledge no
event has occurred which with or without the giving of notice or lapse of 
time, or both, would constitute a default thereunder.  This Section 5.19 does
not relate to agreements with respect to Intellectual Property, which are 
instead covered by Section 5.13.

Section 5.20 Additional Information.  The Disclosure Schedule contains 
accurate lists and summary descriptions of the following:

(a) The names and titles of and current annual base salary or hourly rates
for all employees of the Seller engaged in the conduct of the Business, 
together with a statement of the full amount and nature of any other 
remuneration, whether in cash or kind, paid to each such person during the 
past or current fiscal year or payable to each such person in the future and
the bonuses accrued for, the vacation and severance benefits to which, each 
such person is entitled; and

(b) All names under which the Seller has conducted any business or which it
has otherwise used during the last five years.

Section 5.21  Customers.  As of the date hereof, the Seller has not received
any notice from any customer under an Assigned Contract listed on Schedule 
5.19 stating (or otherwise to the effect) that it has (i) ceased or is planning
to cease using the Seller's services or (ii) within the past 30 days, 
substantially reduced, or will substantially reduce, the amount of the Seller's
services to be purchased in the future.

Section 5.22  Necessary Assets.  The Assets constitute all of the assets 
utilized in the conduct of the Seller's Business as it is presently conducted,
other than the Excluded Assets and for immaterial exceptions.

Section 5.23 Immigration Matters.  To its knowledge, the Seller has complied
with the Immigration Reform and Control Act of 1986, as amended, and all 
regulations promulgated thereunder ("IRCA") as to all Employees (as defined
in section 274al(g) of Title 8, Code of Federal Regulations) with respect to 
the completion, maintenance and other documentary requirements of Forms I-9 
(Employment Verification Forms) for all such current

and former Employees and the reverification of the employment status of any and
all such Employees whose employment authorization documents indicated a limited
period of employment authorization.  To its knowledge, the Seller has only 
employed individuals authorized to work in the United States. To its knowledge, 
the Seller has not received any written notice of any inspection or 
investigation relating to its alleged noncompliance with or violation of 
IRCA, nor have either of them been warned, fined or otherwise penalized by 
reason of any failure to comply with IRCA.

Section 5.24  Adequacy of Representations and Warranties.  No representation 
or warranty made by the Seller in this Agreement or any certificate or 
schedule delivered by the Seller pursuant hereto contains, or will contain 
on the Closing Date, any material misstatement of fact or omits, or will omit
on the Closing Date, to state a material fact necessary to make the statements
contained herein or therein not misleading.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

The Purchaser hereby represents and warrants to the Seller:

Section 6.1  Corporate Existence.  The Purchaser is a corporation duly 
organized, validly existing and in good standing under the laws of the State 
of Wisconsin.

Section 6.2  Corporate Power and Authorization.  The Purchaser has the 
corporate power, authority and legal right to execute, deliver and perform 
this Agreement. The execution, delivery and performance of this Agreement by 
the Purchaser have been duly authorized by all necessary corporate action.  
This Agreement has been, and the other agreements, documents and instruments 
required to be delivered by the Purchaser in accordance with the provisions 
hereof (the "Purchaser's Documents"), will be, duly executed and delivered by
duly authorized officers of the Purchaser and this Agreement constitutes, and 
the other Purchaser's Documents when executed and delivered, will constitute,
the legal, valid and binding obligation of the Purchaser enforceable against 
the Purchaser in accordance with its terms.

Section 6.3  Validity of Contemplated Transactions, Etc. The execution, 
delivery and performance of this Agreement by the Purchaser does not and will
not violate, conflict with or result in the breach of any term, condition or 
provision of, or require the consent of any other person under (a) any existing
law, ordinance, or governmental rule or regulation to which the Purchaser is 
subject, (b) any judgment, order, writ, injunction, decree or award of any 
court, arbitrator or governmental or regulatory official, body or authority 
which is applicable to the Purchaser, (c) the charter documents of the 
Purchaser or any securities issued by the Purchaser, or (d) any mortgage, 
indenture, agreement, contract, commitment, license, lease, plan, 

authorization, or other instrument, document or understanding, oral or written,
to which the Purchaser is a party or by which the Purchaser may have rights or
give any party with right thereunder the right to terminate, modify, accelerate
or otherwise change the existing rights or obligations of the Purchaser 
thereunder. Except as aforesaid or provided in the HSR Act, no authorization, 
approval or consent of, and no registration or filing with, any governmental 
or regulatory official, body or authority is required in connection with the 
execution, delivery or performance of this Agreement by the Purchaser. The 
Purchaser has sufficient funds available to permit it to pay the Initial 
Purchase Price at Closing.

ARTICLE VII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 7.1  Survival of the Seller's Representations and Warranties. 
All representations and warranties made in this Agreement by the Seller, or 
in any certificate, schedule, or instrument furnished hereunder shall terminate
as of the Closing, except that (i) the representations and warranties made in 
Section 5.5 shall terminate at the end of the six month period immediately 
following the Closing, (ii) the representations and warranties made in Sections
5.10, 5.11(a), 5.11(b) and 5.11(c) hereof shall terminate on the one year 
anniversary of the Closing and (iii) the representations and warranties made 
in Sections 5.1 and 5.2 hereof shall survive indefinitely.

Section 7.2  Survival of the Purchaser's Representations and Warranties. 
All representations and warranties made in this Agreement by the Purchaser 
shall survive Closing indefinitely, except that the representations and 
warranties of the Purchaser made in Section 5.3 hereof shall terminate at 
the end of the six month period following the Closing.

ARTICLE VIII
AGREEMENTS OF THE SELLER PENDING CLOSING

Agreements of the Seller Pending the Closing.  The Seller covenants and agrees 
that, pending the Closing, and except as otherwise agreed to in writing by the
Purchaser:

Section 8.1  Conduct of Business.  The Business shall be conducted 
in the ordinary course consistent with past practice. The Seller shall not take
any action that would cause the representations and warranties of the Seller 
contained in this Agreement to be untrue in the manner required under Section 
10.1.

Section 8.2  Maintenance of Physical Assets.  The Seller shall continue
to maintain and service the physical assets used in the conduct of the 
Business in the same manner as has been its consistent past practice.

Section 8.3  Employees and Business Relations.  The Seller shall use its
reasonable commercial efforts to keep available the services of the present 
employees and agents of the Business and to maintain the relations and 
goodwill with the suppliers, customers, distributors and any others having 
business relations with the Business.  The Seller shall not change the amount
or method of compensation for any of its employees or independent 
contractor/owner operators other than increases in the ordinary course of 
business consistent with past practices.

Section 8.4  Updated Schedules.  The Seller shall promptly disclose to 
the Purchaser any information contained in its representations and warranties
or the Schedules which, because of an event occurring or becoming known to 
the Seller after the date hereof, is incomplete or is no longer correct as of 
all times after the date hereof until the Closing Date; provided, however, 
that none of such disclosures shall be deemed to modify, amend or supplement 
the representations and warranties of the Seller, or the schedules hereto for
the purposes of Article X hereof, unless the Purchaser shall have consented
thereto in writing, provided further, however, that, in the event the Closing 
occurs such disclosures will modify and supplement the representations and 
warranties of the Seller (and the related schedules) for all purposes of 
Article XII hereof.

Section 8.5  HSR Act Notice and Filing.  As soon as practicable (but no 
later than 15 business days) after the execution of this Agreement, each of the
Seller and the Purchaser will file, or cause to be filed with the Federal Trade
Commission and the Antitrust Division of the United States Department of 
Justice pursuant to the "HSR Act", and any and all state, federal or foreign
regulatory bodies or agencies, the notification and documentary material 
required in connection with this transaction. Thereafter, each of the Seller 
and the Purchaser shall promptly file any additional information requested as 
soon as practicable after receipt of a request for additional information under
the HSR Act or any other regulatory filing.  Each of the Seller and the 
Purchaser shall use reasonable efforts to obtain early termination of the 
applicable waiting period under the HSR Act. The Seller and the Purchaser shall
each pay one-half (1/2) of the filing fees (not to include any legal fees 
incurred in the preparation or filing of the materials) required under the HSR 
Act or in connection with any other state, federal or foreign regulatory 
filing.

Section 8.6  Cooperative Efforts.  The Seller shall cooperate with the 
Purchaser, execute all instruments and documents, pay the filing, assignment 
and transfer fees and other charges and use its reasonable best efforts to 
cause all of the conditions to the obligations of the Purchaser and the Seller
under this Agreement to be satisfied on or prior to the Closing Date.

Section 8.7  Access.  The Seller shall give to the Purchaser's officers, 
employees, counsel, accountants and other representatives free and full access 
to and the right to inspect, during normal business hours, all of the premises,
properties, assets, records, contracts and other documents relating to the 
Assets and shall permit them to consult with the officers, employees, 
accountants, counsel and agents of Seller for the purpose of making such 
investigation of the Assets, including without limitation the Seller's 

financial statements, as the Purchaser shall desire to make, provided that such
investigation shall not unreasonably interfere with the Seller's business 
operations. Furthermore, the Seller shall make available to the Purchaser all 
such documents and copies of documents and records and information with respect
to the affairs of the Business and copies of any working papers relating 
thereto as the Purchaser shall from time to time reasonably request and shall
permit the Purchaser and its agents to make such physical inventories and 
inspections of the Assets as the Purchaser may reasonably request from time to
time.

Section 8.8  Press Releases.  Except as required by applicable law, the 
Seller shall not give notice to third parties or otherwise make any public 
statement or releases concerning this Agreement or the transactions 
contemplated hereby except for such written information as shall have been 
approved as to form and content by the Purchaser, which approval shall not be 
unreasonably withheld.

Section 8.9  Notification of Certain Events.  The Seller shall give prompt
notice to the Purchaser as soon as it becomes aware of (i) the occurrence or 
nonoccurrence of any event that would be likely to cause either (a) any 
representation or warranty of the Seller contained in this Agreement, or in 
connection with the transactions contemplated hereunder, to be untrue or 
inaccurate in the manner required under Section 10.1 hereof, or (b) directly or
indirectly, have any Material Adverse Effect on the Seller; or (ii) a material 
failure of the Seller to comply with or satisfy any covenant, condition or 
agreement to be complied with or satisfied by it hereunder. Notwithstanding the
foregoing, the delivery of any notice pursuant to this Section shall not limit
or otherwise affect the remedies available hereunder to the party receiving 
such notice.

Section 8.10  No Negotiations.  The Seller and its officers, directors and 
anyone acting on behalf of the Seller or such person shall not, directly or 
indirectly, affirmatively solicit any person, firm or other entity or group 
(other than the Purchaser or its representatives), engage in unsolicited 
discussions, engage in any negotiations with, or provide any information 
concerning any merger or sale of all or substantially all of its assets or the 
Business or the sale of capital stock of the Seller.

Section 8.11  I/C Contracts.  Schedule 8.11 (a) sets forth a list of all 
of the Seller's I/C Contracts as of June 27, 1998.  Schedule 8.11(b) sets 
forth, with respect to all such I/C Contracts, information concerning (i) the 
number and type of tractors owned and operated by each owner operator who is a 
party to each such I/C Contract, (ii) the terms and conditions of the Seller's 
standard form of agreement for its I/C Contracts (together with a standard 
compensation schedule) and (iii) all reserves and escrows posted by such owner 
operators with respect to such I/C Contracts.  Prior to the Closing, the 
Seller, upon the Purchaser's request, will use its reasonable efforts to 
persuade all owner operators who are a party to any such I/C Contracts to 
execute similar contracts with the Purchaser, effective as of the Closing Date,
and to either authorize the Seller to transfer to the Purchaser all reserves 
and escrows held by the Seller with respect to the I/C Contract of such owner 
operator or to authorize the Seller to release all such reserves and escrows. 
In addition, the Seller agrees to negotiate in good faith with the Purchaser 
towards the Purchaser's purchase of any note receivables (and any related 
collateral) of any such transferring owner operator held by any of the Seller's
Affiliates which arise out of any financing arrangements made available to such
owner operator to purchase tractors, trailers and related transportation 
equipment.

Section 8.12  Transfer of Base Plates.  The Seller agrees to use its 
reasonable efforts to cooperate with the Purchaser in connection with the 
Purchaser's efforts to utilize the base plates for the Vehicles for the 
period from the Closing to March 31, 1999. In this regard, the Seller 
acknowledges that such cooperation may include, upon the request of the 
Purchaser prior to the Closing, the Seller's negotiation, execution and 
delivery of equipment leases with respect to all of the Vehicles (other than
any Vehicles as to which a Vehicle Adjustment Amount is established pursuant to 
Section 3.1(b) hereof) on such terms and conditions as are agreed to by the 
parties; it being understood and agreed that all such leases will contain 
provisions (i) imposing all post-Closing Liabilities of every kind and 
description with respect to such Vehicles on the Purchaser, (ii) requiring the 
Purchaser to name the Seller as an additional insured on all insurance policies
maintained by the Purchaser with respect to such Vehicles, (iii) ensuring that 
the Seller will not create any Encumbrances on its title to such Vehicles 
during the pendency of any such leases, (iv) requiring the Purchaser to 
purchase (and the Seller to deliver titles, free and clear of all Encumbrances, 
to) such Vehicles by no later than April 15, 1999 and (v) imposing all costs of 
implementing such arrangements on the Purchaser.

Section 8.13  Compliance with Laws, Etc.  The Seller shall comply in all 
material respects with all laws, rules and regulations applicable to the 
Business or Assets, the noncompliance with which would reasonably be expected 
to have a material adverse effect on the Purchaser.  

ARTICLE IX
AGREEMENTS OF THE PURCHASER PENDING THE CLOSING

The Purchaser covenants and agrees that, pending the Closing and except as 
otherwise agreed to in writing by the Seller:

Section 9.1  Actions of Purchaser.  The Purchaser will not take any action 
which would result in a breach of any of its representations and warranties 
hereunder. Furthermore, the Purchaser shall cooperate with the Seller and use 
its reasonable best efforts to cause all of the conditions to the obligations 
of the Purchaser and the Seller under this Agreement to be satisfied on or prior
to the Closing Date.

Section 9.2  Press Releases.  Except as required by applicable law, the 
Purchaser will not give notice to third parties or otherwise make any public
statement or releases concerning this Agreement or the transactions 
contemplated hereby except for such written information as shall have been 
approved in writing as to form and content by the Seller, which approval shall 
not be unreasonably withheld.

Section 9.3  WARN Notice.  The Purchaser and, to the extent applicable, the 
Seller, will comply with all notice requirements under 29 U.S.C. 2101 - 2109 
(the "WARN Act") and all applicable state law counterparts.

ARTICLE X       
CONDITIONS PRECEDENT TO THE CLOSING;
THE PURCHASER'S OBLIGATION

All obligations of the Purchaser under this Agreement are subject to the
fulfillment or satisfaction, at the times indicated herein, of each of the 
following conditions precedent, unless, at the Purchaser's discretion, such
condition precedent is waived:

Section 10.1  The Seller's Representations and Warranties True as
of the Closing Date.  The representations and warranties of the Seller 
contained in this Agreement or in any schedule, certificate, exhibit or 
document delivered by the Seller to the Purchaser pursuant to the provisions 
hereof shall have been true in all material respects on the date hereof and 
shall be true in all material respects on the Closing Date with the same 
effect as though such representations and warranties were made as of such date.

Section 10.2  Compliance with this  Agreement.  The Seller shall have 
performed and complied in all material respects with all agreements, 
conditions and covenants required by this Agreement to be performed or complied
with by it prior to or at the Closing.

Section 10.3  Closing Certificate.  The Purchaser shall have received a 
certificate from the Seller dated the Closing Date, certifying that the 
conditions specified in Article X hereof have been fulfilled.

Section 10.4  Opinions of Counsel for the Seller.  Debevoise & Plimpton and 
Michael L. Harvey, Esq., outside and internal counsel for the Seller, 
respectively, shall have delivered to the Purchaser written opinions, dated 
the Closing Date, in form and substance reasonably satisfactory to the 
Purchaser and its counsel.

Section 10.5  No Threatened or Pending Litigation.  On the Closing Date, no
material suit, action or other proceeding, or injunction or final judgment 
relating thereto, shall be threatened or be pending before any court or 
governmental or regulatory official, body or authority in which it is sought to 
restrain or prohibit or to obtain damages or other relief in connection with 
this Agreement or the consummation of the transactions contemplated hereby, and
no investigation that is likely to result in any such material suit, action or 
proceeding shall be pending or threatened.

Section 10.6  HSR Approval Prior to Closing.  Prior to Closing, the waiting 
period shall have expired (whether pursuant to early termination or passage of
time) following the filing of forms under the HSR Act.

Section 10.7  Employee Drivers.  The Seller shall have at least 450 active 
Employee drivers as of immediately prior to the Closing, all of whom shall be 
employed in accordance with the Seller's current practices and standards.

Section 10.8  The Sellers' Deliveries. The Seller shall have delivered to the 
Purchaser at or prior to the Closing the following, all of which shall be in 
a form reasonably satisfactory to the Purchaser and its counsel:

(a) Such bills of sale, deeds and assignments, endorsements, and other
good and sufficient instruments and documents of conveyance and transfer,
in form reasonably satisfactory to Purchaser and its counsel, as shall be
necessary and effective to transfer and assign to, and vest the Assets in the
Purchaser in the manner provided for in this Agreement.

(b) All such documents as may be required to change the Seller's name to
another name not including "Poole" or "Poole Truck Line", including but not
limited to a name change amendment with the Secretary of State of Alabama.

(c) The Seller shall have executed a limited warranty deed, which passes fee
simple title to the Real Property, in proper form for recording in the 
jurisdiction in which the Real Property is located.

(d) The Escrow Agreement shall have been executed and delivered by the 
Seller, the Guarantor and the Escrow Agent.

Section 10.9  Vehicle Adjustment Amount. The Vehicle Adjustment Amount, if 
any, shall have been definitively established in accordance with Section 3.1
(b) hereof.

Section 10.10  Environment Report.  The Purchaser shall have received a 
"Phase 1" environmental report with respect to each parcel of Real Property.

Section 10.11  Certain Revenues.  The Seller shall certify to the Purchaser 
that the customers and accounts referred to in Section 2.3(s) hereof did not 
constitute more than 30% of the Seller's total revenues for the period from 
January 1, 1998 through the end of the calendar month most recently completed 
as of the Closing Date, and such certificate shall be reasonably acceptable in 
form and substance to the Purchaser.

ARTICLE XI
CONDITIONS PRECEDENT TO THE CLOSING;
THE SELLER'S OBLIGATION

All obligations of the Seller under this Agreement are subject to the 
fulfillment or satisfaction, prior to or at the Closing, of each of the 
following conditions precedent:

Section 11.1  The Purchaser's Representations and Warranties True
as of the Closing Date.  The representations and warranties of the Purchaser 
contained in this Agreement or in any list, certificate or document delivered
by the Purchaser to the Seller pursuant to the provisions hereof shall be true
in all material respects on the date hereof and shall be true on the Closing 
Date in all material respects with the same effect as though such 
representations and warranties were made as of such date.

Section 11.2  Compliance with this Agreement.  The Purchaser shall have 
performed and complied in all material respects with all agreements and 
conditions required by this Agreement to be performed or complied with prior to
or at the Closing.

Section 11.3  Closing Certificate.  The Seller shall have received a 
certificate from the Purchaser dated the Closing Date, certifying in such 
detail as the Seller may reasonably request that the conditions specified in 
Sections 11.1 and 11.2 hereof have been fulfilled.

Section 11.4  No Threatened or Pending Litigation.  On the Closing Date, no
material suit, action, or other proceeding, or injunction or final judgment 
relating thereto, shall be threatened or be pending before any court or 
governmental or regulatory official, body or authority in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with 
this Agreement or the consummation of the transactions contemplated hereby, and
no investigation that is likely to result in any such material suit, action or
proceeding shall be pending or threatened.

Section 11.5  HSR Approval Prior to Closing.  Prior to Closing, the waiting 
period shall have expired (whether pursuant to early termination or passage of
time) following the filing of forms under the HSR Act.

Section 11.6  Escrow Agreement.  The Escrow Agreement shall have been 
executed and delivered by the Purchaser and the Escrow Agent.

Section 11.7  Vehicle Adjustment Amount.   The Vehicle Adjustment Amount, 
if any, shall have been definitively established in accordance with Section 
3.1(b) hereof.

ARTICLE XII
INDEMNIFICATION

Section 12.1  General Indemnification Obligation of the Seller.  With 
respect to claims brought from and after the Closing, the Seller hereby agrees 
to defend, indemnify and hold harmless the Purchaser and its successors and 
assigns (a "Purchaser Party") against and in respect of:

(a) any and all Damages incurred or suffered by any Purchaser Party that 
result from, relate to or arise out of:

(xii) any and all Liabilities and obligations of the Seller of any nature 
whatsoever, except for those Liabilities and obligations of the Seller which 
the Purchaser specifically assumes pursuant to Section 3.5(a) of this Agreement
or which arise out of or relate to the Purchaser's ownership of the Assets or
operation of the Business from and after the Closing

(xiii) any breach of warranty or nonfulfillment of any agreement or covenant 
on the part of the Seller under this Agreement, or in any certificate or 
schedule furnished to the Purchaser pursuant hereto, provided that the Seller
shall not be required to indemnify the Purchaser with respect to any 
representations and warranties that terminate as of the Closing or with 
respect to any claims made with respect to any other representation or warranty
after the date such representation or warranty terminates in accordance with 
Article VII hereof and provided, further, that the Seller shall not be required
to indemnify the Purchaser for claims made under clause (ii) above in an 
aggregate amount that exceeds the Purchase Price; and

(b) any and all actions, suits, claims, proceedings, investigations, demands,
assessments, audits, fines, judgments, costs and other expenses (including, 
without limitation, reasonable legal fees and expenses) incident to any of the 
foregoing or to the enforcement of this Section 12.1

Section 12.2 General Indemnification Obligation of the Purchaser.  With 
respect to claims arising from and after the Closing, the Purchaser hereby 
agrees to defend, indemnify and hold harmless the Seller, the Guarantor and
their respective successor and assigns (a "Seller Party") against and in 
respect of:

(a) any and all Damages incurred or suffered by any Seller Party that result 
from, relate to or arise out of:

(xiv) any liabilities from any misrepresentation or breach of any warranty,
covenant or agreement of the Purchaser contained in or made pursuant to this 
Agreement or in any schedule or certificate delivered by the Purchaser pursuant
to this Agreement provided that the Purchaser shall not be required to 
indemnify the Seller with respect to any representations and warranties that 
terminate as of the Closing or with respect to any claims made with respect to
any other representation or warranty after the date such representation or 
warranty terminates in accordance with Article VII hereof and provided, 
further, that the Purchaser shall not be required to indemnify the Seller for
claims made under this clause (i) in an aggregate amount that exceeds the 
Purchase Price;

(xv) any Assumed Liability; or

(xvi) other than any Unassumed Liability, the ownership of the Assets or the 
operation of the Business from and after the Closing; and

(b) any and all actions, suits, claims, proceedings, investigations, demands,
assessments, audits, fines, judgments, costs and other expenses (including,
without limitation, reasonable legal fees and expenses) incident to any of the 
foregoing or to the enforcement of this Section 12.1

Section 12.3  Defense of Claims.  If any Purchaser Party or Seller Party 
seeks indemnity pursuant to this Article XII, it shall give notice to the other
parties briefly describing the claim and providing a good faith estimate of the 
amount of the claim if it is successful. Within 10 days of the date notice is 
given, the potential indemnifying party shall notify the potential indemnified 
party in writing that the potential indemnifying party either (a) acknowledges
its liability for defense and indemnity; (b) denies all liability for either 
indemnity or defense; or (c)

denies liability for indemnity but is willing to provide a defense to the 
potential indemnified party.  If the potential indemnifying party fails to so
notify the potential indemnified party within such ten (10) day period, the 
potential indemnifying party shall have been deemed to accept liability for 
defense and indemnity for the claim.  Defense of the claim shall be provided 
by counsel selected by the potential indemnified party, in the reasonable 
exercise of its discretion, unless the potential indemnifying party 
acknowledges full liability for indemnity and defense, in which case it shall
select counsel in the reasonable exercise of its discretion.

Section 12.4  Compliance with Bulk Sales Laws.  The Purchaser and the Seller 
acknowledge that the Seller's principal business is not the sale of inventory 
from stock, and hereby waive compliance with the bulk sales law and any other
similar laws in any applicable jurisdiction in respect of the transactions 
contemplated by this Agreement. The Seller hereby defends, indemnifies and 
holds the Purchaser harmless from and against, any claims, liabilities, 
damages, costs and expenses resulting from or arising out of (i) the parties' 
failure to comply with any of such laws in respect of the transactions 
contemplated by this Agreement, or (ii) any action brought or levy made as a 
result thereof, other than those liabilities which have been expressly assumed
by the Purchaser pursuant to Section 3.5(a) of this Agreement.

Section 12.5  Other Rights and Remedies Not Affected.  The indemnification 
rights of the Purchaser under this Article XII and the other indemnification 
provisions hereunder are the exclusive remedies of the parties with respect to 
any and all matters arising out of or relating to this Agreement and the 
transactions provided for hereunder, except with respect to the matters set 
forth in Section 13.12 hereof.

ARTICLE XIII
POST-CLOSING MATTERS

Section 13.1  Employee Benefits.  Except as expressly provided for herein, 
the Seller shall provide for payment to each employee of the Seller concerning
all benefits (including the arrangements, plans and programs set forth in 
Section 5.18) which have been accrued on behalf of that employee (or is 
attributable to expenses properly incurred by that employee) as of the Closing 
Date, and the Purchaser shall assume no liability therefor. Except for the 
Purchase price adjustment set forth in Section 3.3(a) (viii) hereof, no portion
of the assets of, or reserves in respect of, any plan, fund, program or 
arrangement, written or unwritten, heretofore sponsored or maintained by the
Seller (and no amount attributed to any such plan, fund, program or 
arrangement) shall be transferred to the Purchaser; and the Purchaser shall not
be required to continue any such plan, fund, program or arrangement after the 
Closing Date. The amounts payable on account of all benefit arrangements shall
be determined with reference to the date of the event by reason of which such 
amounts become payable, without regard to conditions subsequent, and the 
Purchaser shall not be liable for any claim for insurance, reimbursement or 
other benefits payable by reason of any event which occurs 

prior to the Closing Date.  Notwithstanding the foregoing, the Purchaser shall
be liable for all accrued but unpaid vacation days reserved for on the Schedule
of Closing Date Asset Values and any liability arising from (x) any severance 
benefits payable to any Employee by reason of the failure of the Purchaser to 
offer employment to a sufficient number of Employees pursuant to the provisions
of Section 13.2 hereof to avoid any obligations under the WARN Act or (y) any 
action taken or omitted by the Purchaser on or after the Closing Date, 
including without limitation, any failure of the Purchaser to comply with the
provisions of the WARN Act.

Section 13.2  Employees.  The Purchaser shall offer employment to a 
sufficient number of Employers to avoid any obligations under the WARN 
Act and to all of the Seller's Employee drivers. All such offers of 
employment shall be at a rate of compensation which is substantially equivalent
to the compensation paid by the Seller to such Employee immediately 
prior to the Closing Date and, in the case of the Seller's Employee drivers, at
a rate of compensation which is at least equal to the compensation paid by the
Seller to such drivers immediately prior to the Closing Date.  In addition, the
Purchaser shall provide any such Employee driver who accepts its offer of 
employment (an "Accepting Employee") employee benefits which are at least 
substantially equivalent to the benefits that the Seller provides such drivers
as of immediately prior to the Closing Date.  Seller agrees to use its 
reasonable commercial efforts to encourage the Employees to accept employment
with the Purchaser.  Subject to compliance with applicable law, the Seller 
shall provide the Purchaser with such information as the Purchaser shall 
reasonably request with respect to any Accepting Employee, including, without
limitation, copies of personnel files and other records.  In addition, prior to
the Closing, the Seller shall provide the Purchaser with the Driver 
Qualification files of all of its employee drivers as of the most recent 
practicable date.

Section 13.3  Third Party.  No part of this Agreement shall create any 
Third Party beneficiary rights in any  Employee (including any beneficiary 
or dependent thereof) in respect of continued employment (or resumed 
employment) for any specified period of any nature or kind whatsoever, and no 
provision of this Agreement shall create such Third Party beneficiary rights 
in any such persons in respect of any benefits that may be provided, directly 
or indirectly, under any employee benefit plan or arrangement.

Section 13.4  Maintenance of Books and Records.   (a) The Seller shall 
preserve all records possessed by it relating to any of the Assets, Liabilities
or the Business, until the earlier of (i) the tenth anniversary of the Closing 
Date or (ii) 90 days after notice to the Purchaser that the Seller intends to 
destroy the records, in which case the Purchaser shall have 30 days to elect to
receive the records and the Seller will deliver the records as requested by or
at the expense of the Purchaser. Each of the Seller and the Purchaser will 
provide the other (the "Other Party") with access, upon prior reasonable 
written request specifying the need therefor (which must also be reasonable and
not expose either party to undue competitive risk), during regular business 
hours, to (i) its officers and employees and (ii) its books of account and 
records and the Other Party and its representatives shall have the right to 
make copies of such books and records; provided, however, that the foregoing 
right of access shall not be exercisable in such a manner as to interfere 
unreasonably with the normal operations and business of the Seller or the 
Purchaser, as the case may be; and further, provided, that, as to any such
information that constitutes trade secrets or confidential business information

(and not part of the Assets), the Other Party and its officers, directors and
representatives shall be subject to the terms of a confidentiality agreement 
in form and substance reasonably satisfactory to the Purchaser. Without 
limiting the generality of the foregoing, until the 60th day after the Closing 
Date, the Purchaser shall make available to the Seller and its representatives,
at no charge, all such personnel and other employees as is reasonably necessary
to enable the Seller to close its accounting books and prepare any tax returns 
relating to its ownership and operation of the Assets and the Business. In 
addition, for the 60-day period following the Closing Date, the Seller will 
make available to the Purchaser (at no cost) the services of Mr. James Martin 
for any reasonable request made by the Purchaser relating to transitional 
issues associated with its ownership and operation of the Assets.

Section 13.5  Payments Received.  The Seller and the Purchaser each
agree that after the Closing they will hold and will promptly transfer and 
deliver to the other, from time to time as and when received by them, any cash,
checks with appropriate endorsements (using their best efforts not to convert 
such checks into cash), or other property that they may receive on or after the
Closing which properly belongs to the other party, including without limitation
any insurance proceeds, and will account to the other for all such receipts.  
From and after the Closing, the Purchaser shall have the right and authority to
endorse, without recourse, the name of the Seller on any check or any other 
evidences of indebtedness received by the Purchaser on account the Assets 
transferred to the Purchaser hereunder.

Section 13.6  Use of Name.  To the extent that the name, mark or logo 
"Landstar" (the "Mark") appears on any of the Vehicles (the "Marked Vehicles")
as of the Closing Date, the Purchaser may continue to use such Marked Vehicles
for a period not to exceed 2 years after the Closing Date, in the case of all 
vehicles constituting trailers (the "Trailer Transitional Period"), and not to
exceed March 31, 1999, in the case of all Vehicles constituting tractors (the
"Tractor Transitional Period"; and, together with the Trailer Transitional 
Period, the "Transitional Periods"); provided, however, that (a) the Purchaser
shall either remove such Mark at the Purchaser's cost from such Marked Vehicles
prior to the end of the Transitional Period applicable to such Vehicle or cease
to use such Marked Vehicle prior to the end of such Transitional Period, (b) 
the Purchaser shall not place such Mark on any Vehicles after the Closing Date,
and (c) the Purchaser shall not use such Mark, or any name, mark or logo 
similar thereto or any variant thereof, in any manner after the Closing Date,
other than as specifically permitted herein.  The Purchaser shall indemnify the 
Seller and the Guarantor and hold the Seller and the Guarantor harmless from 
and against any liabilities, obligations, losses or damages arising from the 
use of such Marked Vehicles or any unauthorized use of the Mark after the 
Closing Date and shall provide the Seller with periodic reports on a reasonable
basis as to its compliance with the provisions of this Section 13.6.

Section 13.7  UCC Matters.  From and after the Closing Date, the Seller 
will promptly refer all inquiries with respect to ownership of the Assets to 
the Purchaser. In addition, the Seller will execute such documents and 
financing statements as the Purchaser may request from time to time to evidence
transfer of the Assets to the Purchaser, including any necessary assignments of
financing statements.

Section 13.8  Further Assurances.  The Seller from time to time after the 
Closing, at the Purchaser's request, will execute, acknowledge and deliver to
the Purchaser such other instruments and will take such other actions and 
execute and deliver such other documents, certifications and further assurances
as the Purchaser may reasonably require to vest more effectively in the 
Purchaser, or to put the Purchaser more fully in possession of, any of the 
Assets, or any of the liabilities or obligations assumed by the Purchaser.  
Each of the parties hereto will cooperate with the other and execute and 
deliver to the other parties hereto such other instruments and documents and 
take such other actions as may be reasonably requested from time to time by 
any other party hereto as necessary to carry out, evidence and confirm the 
intended purposes of this Agreement.

Section 13.9  Cooperation for Certain Tax Related Matters.  The Purchaser 
and the Seller shall, and shall cause their respective Affiliates to, provide
any requesting party that is a party to this Agreement with such assistance and
documents, without charge, as may be reasonably requested by such party in 
connection with (i) the preparation of any Tax Return of or relating to the 
Seller, (ii) the conduct of any audit or other proceeding relating to liability
for or refunds or adjustments with respect to Taxes, and (iii) any other Tax 
related matter that is a subject of this Agreement. Such cooperation and 
assistance shall be provided to the requesting party promptly upon its request.

Section 13.10  Transfer Taxes. Notwithstanding any other provision of 
this Agreement to the contrary, the Seller shall be liable for 100% of all 
transfer (including real property transfer and documentary), sales, use, gains,
(including state and local transfer gains taxes), excise and other transfer or 
similar Taxes incurred in connection with the transfer of the Business or the 
Assets to the Purchaser other than any Taxes based upon or measured by net 
income (collectively, "Transfer Taxes"). The Purchaser and the Seller shall 
mutually cooperate in perfecting any exemption from Transfer Taxes available in
connection with the transactions contemplated by this Agreement and in timely 
preparing and filing any Tax Returns required in connection with Transfer 
Taxes, provided, however, that in the case of any Tax Return required to be 
filed by only one party, such party shall not file such Tax Return without the 
written consent of the other party, which consent shall not unreasonably be 
withheld.

Section 13.11  Power of Attorney.  Effective on the Closing Date, the 
Seller hereby constitutes and appoints the Purchaser the true and lawful 
attorney of such Seller, with power of substitution, in the name of such 
Seller or the Purchaser, but on behalf of and for the benefit of the Purchaser:
to demand and receive from time to time any and all of the Assets and to make
endorsements and give receipts and releases for and in respect of the same and
any part thereof, to institute, prosecute, compromise and settle any and all 
actions or proceedings against Third Parties that the Purchaser may deem proper
in order to collect, assert or enforce any claim, right or title of any kind in
or to the Assets; to defend or compromise any and all actions or proceedings 
against Third Parties in respect of the Assets; and to do all such acts and 
things necessary to fulfill the transactions contemplated under this Agreement. 
The Seller acknowledges that the appointment hereby made and the powers hereby 
granted are coupled with an interest and are not and shall not be revocable by 
it in any manner or for any reason.  The Purchaser shall indemnify and hold 
harmless each Seller from any and all losses caused by or arising out of any 
breach of Law by The Purchaser in its exercise of such power of attorney.

Section 13.12  Covenants Not to Employ or Solicit.  (a) Each of the Seller 
and the Guarantor agrees that it shall not, directly or indirectly, at any time
within the one-year period immediately following the Closing employ, or solicit
or offer to employ, any Employee of the Business to whom the Purchaser offers 
employment, except that such covenant shall not in any way apply to Mr. Jim 
Martin. In addition, each of the Seller and the Guarantor agrees that it shall 
not, and shall not permit its wholly-owned subsidiaries to, directly or 
indirectly, at any time within the 90-day period immediately following the 
Closing, continue, or enter into an owner-operator or like agreement, or 
solicit the same, with respect to any owner operator listed on Schedule 
8.11 hereto.  The Purchaser agrees that it shall not at any time within the 
one-year period immediately following the Closing, enter into any agency or 
like agreement, or solicit the agency or like services, of any agent listed on
Schedule 13.12 hereto; it being understood and agreed that this covenant shall
not in any way apply to any of the customers and accounts referred to in 
Section 2.3(s) hereof.

(b) For a period of 120 days immediately subsequent to the Closing Date,
the Guarantor shall use its reasonable efforts to cause any loads or other 
freight traffic generated by any of the agents listed on Schedule 13.12 hereto
in respect of any customer who produced any receivables for the Seller within
the six month period prior to the Closing Date to be offered to the Purchaser
pursuant to a standard brokerage carrier's agreement, between the applicable
Landstar carrier and the Purchaser, in which 93% of the payments received 
from the applicable customer will be for the benefit of the Purchaser and 
the remaining 7% will be for the benefit of the applicable Landstar carrier.
Upon the receipt of any such offer, the Purchaser shall either accept or 
decline such offer in a timely fashion, in light of all the applicable facts 
and circumstances.

(c) Each of the Seller, the Guarantor and the Purchaser acknowledge that the
covenants contained in this Section 13.12 were a material and necessary 
inducement for the parties to agree to the transactions contemplated hereby, 
and that each of the Seller and the Guarantor, on the one hand, and the 
Purchaser, on the other, realized significant monetary benefit from these 
transactions, that violation of any of the covenants contained in this Section
13.12 will cause irreparable and continuing damage to the party for whom such 
covenant is made and that such party for whom such covenant is made shall be 
entitled to injunctive or other equitable relief from any court of competent
jurisdiction restraining any further violation of such covenants and that 
such injunctive relief shall be cumulative and in addition to any other rights 
or remedies to which such party may be entitled.

Section 13.13  Federal Highway Use Tax.  Each of the Seller and the 
Purchaser acknowledge that all Vehicles constituting tractors are subject to a
Federal Highway Use Tax for the 12 month period commencing July 1, 1998, that 
the parties intend for such tax to be paid when due and payable, and that the 
parties will be responsible for all such taxes on a pro rata basis based on the
portions of such 12 month period elapsing before and after the Closing Date. 
Accordingly, each of the Seller and the Purchaser agree that such Federal 
Highway Use Tax shall be paid by the Seller, in the event such tax is due and 
payable before the Closing Date, and 

by the Purchaser, in the event such tax is due and payable on or after the 
Closing Date, and that in either case, the non-paying party shall promptly pay 
the paying party an amount equal to the amount of such tax times a fraction, 
the numerator of which, in the case such non-paying party is the Seller, is 
the number of days elapsed from July 1, 1998 to and through the day before the
Closing Date and, in the case such non-paying party is the Purchaser, the 
number of days from and after the Closing Date through and including June 30, 
1999, and the denominator of which, in both cases, is 365.

Section 13.14  Removal of Fuel Tank.  Prior to or promptly subsequent to 
the Closing, the Seller shall cause the work associated with the removal of 
the underground storage tank described in Schedule 5.19(a)(vii) hereto to be 
completed.

ARTICLE XIV
MISCELLANEOUS

Section 14.1  Brokers' and Finders' Fees.  (a) For the Seller.  The Seller
represents and warrants to the Purchaser that all negotiations relative to this
Agreement have been carried on by it directly without the intervention of any 
person, who may be entitled to any brokerage or finder's fee or other 
commission in respect of this Agreement or the consummation of the transactions 
contemplated hereby, and the Seller agrees to indemnify and hold harmless the 
Purchaser against any and all claims, losses, liabilities and expenses which 
may be asserted against or incurred by it as a result of the Seller's dealings,
arrangements or agreements with any such person.

(b) For the Purchaser.  The Purchaser represents and warrants that all
negotiations relative to this Agreement have been carried on by it directly 
without the intervention of any person who may be entitled to any brokerage or 
finder's fee or other commission in respect of this Agreement or the 
consummation of the transactions contemplated hereby, and the Purchaser agrees 
to indemnify and hold harmless the Seller against any and all claims, losses, 
liabilities and expenses which may be asserted against or incurred by it as a 
result of the Purchaser's dealings, arrangements or agreements with or any such 
person

Section 14.2  Expenses.  Except as otherwise provided in this Agreement and
hereunder, each party hereto shall pay its own expenses incidental to the 
preparation of this Agreement, the carrying out of the provisions of this 
Agreement and the consummation of the transactions contemplated hereby.

Section 14.3  Entire Agreement.  This Agreement sets forth the entire 
understanding of the parties hereto with respect to the transactions 
contemplated hereby. It shall not be amended or modified except by written 
instrument duly executed by each of the parties hereto. Any and all previous 
agreements and understandings between or among the parties regarding the 
subject matter hereof, whether written or oral, are superseded by this 
Agreement.

Section 14.4  Assignment and Binding Effect.  This Agreement may not be
assigned prior to the Closing by any party hereto without the prior written 
consent of the other parties, except that at any time, the Purchaser may 
assign and delegate its rights and obligations hereunder to one of its 
wholly-owned direct or indirect subsidiaries, but no such assignment shall 
relieve the Purchaser of any of its obligations hereunder. Subject to the 
foregoing, all of the terms and provisions of this Agreement shall be binding 
upon and inure to the benefit of and be enforceable by the successors and 
assigns of the Seller and the Purchaser. Prior to execution by all parties, 
this Agreement shall not be binding upon or enforceable by or against any 
party, by estoppel or otherwise.

Section 14.5  Notices.  Any notice or communication under this Agreement 
shall be in writing and delivered (by hand, telecopy, telegraph, telex or 
courier) or deposited in the United States mail (first class, registered or 
certified), postage fully prepaid and addressed as stated below. Notice by 
United States mail shall be deemed given on the third day after its deposit. 
Notice by telecopy, telegraph or telex shall be deemed given on the day sent.
Notice by hand delivery or courier shall be deemed given on the first business
day when such delivery is first attempted. Either party may, from time to time,
specify as its address for purposes of this Agreement any other address upon 
the giving of 10 days notice thereof to the other party in the manner required 
by this paragraph.  This paragraph shall not prevent the giving of written 
notice in any other manner, but such notice shall be deemed effective only when
and as of its actual receipt at the proper address and by the proper addressee.

Section 14.6  Governing Law.  This Agreement shall be governed by and 
interpreted and enforced in accordance with the laws of the State of Wisconsin.

Section 14.7  No Benefit to Others.  The representations, warranties, 
covenants and agreements contained in this Agreement are for the sole benefit
of the parties hereto and, in the case of Article XII hereof, the other parties
certified to indemnity or defense, and their heirs, executors, administrators, 
legal representatives, successors and assigns, and they shall not be construed 
as conferring any rights on any other persons.

Section 14.8  Headings, Gender and Person.  All section headings contained 
in this Agreement are for convenience of reference only, do not form a part of 
this Agreement and shall not affect in any way the meaning or interpretation of
this Agreement.  Words used herein, regardless of the number and gender 
specifically used, shall be deemed and construed to include any other number, 
singular or plural, and any other gender, masculine, feminine, or neuter, as 
the context requires.  Any reference to a "person" herein shall include an 
individual, firm, corporation, partnership, trust, governmental authority or 
body, association, unincorporated organization or any other entity.

Section 14.9  Schedules and Exhibits. All Exhibits and Schedules referred
to herein are intended to be and hereby are specifically made a part of this 
Agreement.

Section 14.10  Severability.  Any provision of this Agreement which is 
invalid or unenforceable in any jurisdiction shall be ineffective to the extent
of such invalidity or unenforceability without invalidating or rendering 
unenforceable the remaining provisions hereof, and any such invalidity or 
unenforceability in any jurisdiction shall not invalidate or render 
unenforceable such provision in any other jurisdiction. If, however, any 
condition precedent described in Article  X is invalid or unenforceable, the 
Purchaser shall nevertheless have the option of terminating this Agreement 
under Article IV herein.

Section 14.11  Guarantee.  The Seller and the Guarantor, jointly and 
severally, each hereby unconditionally guarantees to the Purchaser and its 
subsidiaries and other affiliates, successors and assigns, the full and timely 
performance of all of the obligations, liabilities and agreements of the Seller
under this Agreement or any exhibit or Schedule made hereunder; it being 
understood and agreed that such Guarantee is being furnished for good and 
valuable consideration and will survive the Closing. The foregoing guarantee 
shall include the guarantee of the payment of all damages, costs and expenses 
which might become recoverable as a result of the nonperformance of any of the 
obligations, representations or agreements so guaranteed or as a result of the 
nonperformance of this guarantee.  Any guaranteed person may, at its option, 
proceed against the Guarantor or the Seller for the performance of any such 
obligation or agreement, or for damages for default in the performance thereof, 
without first proceeding against any other party or against any of its 
properties. The Seller and the Guarantor further agree that their guarantee 
shall be an irrevocable guarantee and shall continue in effect notwithstanding 
any extension or modification of any guaranteed obligation, any assumption of 
any such guaranteed obligation by any other party, or any other act or thing 
which might otherwise operate as a legal or equitable discharge of a guarantor 
and the Seller hereby waives all special suretyship defenses and notice 
requirements.

Section 14.12  Jurisdiction.  The Seller, the Guarantor and the Purchaser 
consent to the jurisdiction and venue of the state and federal courts located 
in Brown County, Wisconsin and/or the Eastern District of Wisconsin with 
respect to any legal action, in tort or contract, arising directly or 
indirectly from this Agreement or the relationship created hereby. This 
provision shall not bar enforcement of a provisional, extraordinary, in-rem or
post-judgment remedy in any court whose original jurisdiction is essential or 
exclusive as to that remedy, despite the above consent to jurisdiction.

Section 14.13  Counterparts.  This Agreement may be executed in any number 
of counterparts and any party hereto may execute any such counterpart, each of 
which when executed and delivered shall be deemed to be an original and all of 
which counterparts taken together shall constitute but one and the same 
instrument. This Agreement shall become binding when one or more counterparts 
taken together shall have been executed and delivered by the parties. It shall 
not be necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.

Section 14.14  Table of Contents.  The table of contents and article and 
section headings of this Agreement are for reference purposes only and are to 
be given no effect in the construction or interpretation of this Agreement.

Section 14.15  Amendments and Waivers.  This Agreement can be amended, 
supplemented or modified, and any provision hereof may be waived, only by a
written instrument making a specific reference to this Agreement signed by each
of the parties hereto. No action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of any party, shall be 
deemed to constitute a waiver by the party taking such action of compliance 
with any representation, warranty, covenant or agreement contained herein.  
The waiver by any party hereto of a breach of any provision of this Agreement 
shall not operate or be construed as a further or continuing waiver of such 
breach or as a waiver of any other or subsequent breach. Except as otherwise 
expressly provided herein, no failure on the part of any party to exercise, and
no delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of such right, power 
or remedy by such party preclude any other or further exercise thereof or the 
exercise of any other right, power or remedy.  All remedies hereunder are 
cumulative and are not exclusive of any other remedies provided by Law.

[Remainder of Page Intentionally Left Blank]

EXHIBIT 11.1

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CALCULATION OF EARNINGS PER COMMON SHARE
(In thousands, except per share amounts)
(Unaudited)

Twenty-Six                   Thirteen     
Weeks Ended                  Weeks Ended   
---------------------------   ---------------------------
June 27,       June 28,      June 27,        June 28,
1998           1997           1998           1997
---------------------------   ---------------------------

Earnings available for earnings per share:

Income from continuing operations                 $     13,916   $      9,109   $      8,987   $      5,372
Discontinued operations, net of income taxes           (22,589)           336        (22,152)         1,068
------------   ------------   ------------   ------------
Net income (loss)                                 $     (8,673)  $      9,445   $    (13,165)  $      6,440
============   ============   ============   ============

Average number of common shares outstanding             11,462         12,672         11,239         12,618
============   ============   ============   ============

Earnings (loss) per common share:
Income from continuing operations                 $       1.21   $       0.72   $       0.80   $       0.43
Income (loss) from discontinued operations               (1.97)          0.03          (1.97)          0.08
------------   ------------   ------------   ------------
Earnings (loss) per common share                  $      (0.76)  $       0.75   $      (1.17)  $       0.51
============   ============   ============   ============

EXHIBIT 11.2

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CALCULATION OF DILUTED EARNINGS PER SHARE
(In thousands, except per share amounts)
(Unaudited)

Twenty-Six                   Thirteen     
Weeks Ended                  Weeks Ended   
---------------------------   ---------------------------
June 27,       June 28,      June 27,        June 28,
1998           1997           1998           1997
---------------------------   ---------------------------

Income from continuing operations                 $     13,916   $      9,109   $      8,987   $      5,372
Discontinued operations, net of income taxes           (22,589)           336        (22,152)         1,068
------------   ------------   ------------   ------------
Net income (loss)                                 $     (8,673)  $      9,445   $    (13,165)  $      6,440
============   ============   ============   ============

Average number of common shares
outstanding                                         11,462         12,672        11,239         12,618
============   ============  ============   ============
Plus: Incremental shares from
assumed exercise of stock 
options                                                 85             36           109             48
------------   ------------  ------------   ------------
Average number of common shares              
and common share equivalents                                
outstanding                                         11,547         12,708        11,348         12,666
============   ============  ============   ============

Diluted earnings (loss) per share:                        
Income from continuing operations                 $       1.21   $       0.72  $       0.79   $       0.43
Income (loss) from discontinued operations               (1.96)          0.02         (1.95)          0.08
------------   ------------  ------------   ------------
Diluted earnings (loss) per common share          $      (0.75)  $       0.74  $      (1.16)  $       0.51
============   ============  ============   ============

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets at June 28, 1997 (Unaudited) and the Consolidated
Statements of Income for the twenty-six weeks ended June 28, 1997 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<PERIOD-TYPE>                                    OTHER
<FISCAL-YEAR-END>                          DEC-27-1997
<PERIOD-START>                             DEC-29-1996
<PERIOD-END>                               JUN-28-1997
<CASH>                                           3,612
<SECURITIES>                                     3,324
<RECEIVABLES>                                  175,833
<ALLOWANCES>                                     6,285
<INVENTORY>                                      1,161
<CURRENT-ASSETS>                               202,301
<PP                                         144,562
<DEPRECIATION>                                  48,708
<TOTAL-ASSETS>                                 360,802
<CURRENT-LIABILITIES>                          134,984
<BONDS>                                         43,998
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           129
<OTHER-SE>                                     153,192
<TOTAL-LIABILITY-AND-EQUITY>                   360,802
<SALES>                                              0
<TOTAL-REVENUES>                               589,823
<CGS>                                                0
<TOTAL-COSTS>                                  451,131
<OTHER-EXPENSES>                                22,069
<LOSS-PROVISION>                                 1,712
<INTEREST-EXPENSE>                               1,799
<INCOME-PRETAX>                                 15,624
<INCOME-TAX>                                     6,515
<INCOME-CONTINUING>                              9,109
<DISCONTINUED>                                     336
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,445
<EPS-PRIMARY>                                     0.75
<EPS-DILUTED>                                     0.74

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets at June 27, 1998 (Unaudited) and the Consolidated
Statements of Income for the twenty-six weeks ended June 27, 1998 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<PERIOD-TYPE>                                    OTHER
<FISCAL-YEAR-END>                          DEC-26-1998
<PERIOD-START>                             DEC-28-1997
<PERIOD-END>                               JUN-27-1998
<CASH>                                          21,786
<SECURITIES>                                     1,460
<RECEIVABLES>                                  178,310
<ALLOWANCES>                                     7,724
<INVENTORY>                                          0
<CURRENT-ASSETS>                               258,854
<PP                                          68,077
<DEPRECIATION>                                  27,606
<TOTAL-ASSETS>                                 345,208
<CURRENT-LIABILITIES>                          177,108
<BONDS>                                         34,605
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           129
<OTHER-SE>                                     109,604
<TOTAL-LIABILITY-AND-EQUITY>                   345,208
<SALES>                                              0
<TOTAL-REVENUES>                               626,459
<CGS>                                                0
<TOTAL-COSTS>                                  476,273
<OTHER-EXPENSES>                                24,586
<LOSS-PROVISION>                                 2,604
<INTEREST-EXPENSE>                               1,596
<INCOME-PRETAX>                                 23,388
<INCOME-TAX>                                     9,472
<INCOME-CONTINUING>                             13,916
<DISCONTINUED>                                 (22,589)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (8,673)
<EPS-PRIMARY>                                    (0.76)
<EPS-DILUTED>                                    (0.75)