OBSIDIAN ENTERPRISES INC
EXHIBIT 10.13 - PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex10-13.txt
<DESCRIPTION>EXHIBIT 10.13 - PURCHASE AGREEMENT
<TEXT>
                                  Exhibit 10.13

                        PURCHASE AGREEMENT BY AND BETWEEN
                          UNITED ACQUISITION, INC. AND
                 UNITED EXPRESSLINE, INC., J.J.M., INCORPORATED
                             AND THE SHAREHOLDERS OF
                UNITED EXPRESSLINE, INC. AND J.J.M. INCORPORATED

     THIS PURCHASE AGREEMENT is entered into by and between United  Acquisition,
Inc., an Indiana corporation  ("Purchaser"),  and United  Expressline,  Inc., an
Indiana  corporation  "United"),  J.J.M.,  Incorporated,  an Indiana corporation
("J.J.M."),  and  Warren E.  Johnson,  an  individual  resident  of the State of
Michigan  ("WEF"),  Warren F. Johnson,  an  individual  resident of the State of
Michigan  ("WFJ"),  Andrew O. Johnson,  an  individual  resident of the State of
Indiana  ("AOF"),  and Mary J. Johnson,  an individual  resident of the State of
Michigan ("MJJ") (WEJ, WFJ, AOJ, and MJJ being hereinafter collectively referred
to as "Shareholders").

     WHEREAS,  Shareholders  own all of the  authorized,  issued and outstanding
shares of the capital stock of United; and

     WHEREAS, WEJ, WFJ and AOJ own all of the authorized, issued and outstanding
shares of the capital stock of J.J.M.; and

     WHEREAS,  Purchaser has agreed to purchase,  and United has agreed to sell,
substantially  all of the assets of United  pursuant to the terms and conditions
of this Agreement; and

     WHEREAS,  Purchaser has agreed to purchase,  and J.J.M. has agreed to sell,
certain  parcels of real  estate  pursuant to the terms and  conditions  of this
Agreement;

     NOW,  THEREFORE,  in consideration of the mutual promises,  representations
and  undertakings set forth herein,  and other good and valuable  consideration,
the receipt of which is hereby acknowledged, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     In addition to those terms  defined  above or elsewhere in this  Agreement,
the following terms shall have the meanings set forth below:

     Section 1.1.  "Actual Net Assets"  means the Net Assets of United as of the
Closing Date, as determined by Seller's certified public accountant, but subject
to the provisions of Section 2.4.

     Section 1.2.  "Agreement"  means this  Purchase  Agreement,  including  the
Schedules,   Exhibits  and  any  other  documents  delivered  pursuant  to  this
Agreement.



<PAGE>


     Section 1.3. "Annual Financial Statement" means the compiled balance sheets
and  consolidated  statements of income,  retained  earnings,  statement of cash
flows and notes thereto of the Companies dated December 31, 2000.

     Section 1.4.  "Asset Purchase Price" means the amount payable to United for
the Assets, as provided in Section 2.2 of this Agreement.

     Section 1.5.  "Assets"  means all of the assets and  properties  of United,
including, but not limited to, the following:

     (a) all  machinery,  equipment,  trade  fixtures,  furniture,  inventories,
tools,  supplies,  computer  software  programs and tangible  personal  property
relating to, used in or otherwise attributable to the operation of the Business;

     (b) all  intangible  assets,  including,  but not  limited  to, all prepaid
expenses,  accounts receivable,  notes receivable and other indebtednesses owing
to  United,  all  goodwill  if  any,  all  telephone  and fax  numbers,  and all
Proprietary Rights owned by, used in or pertaining to the Business;

     (c)  all  client  lists,  marketing  plans,  catalogues,  brochures,  sales
literature,  promotional  material and other  selling  material  relating to the
Business;

     (d) all books and records  and all files,  documents,  papers,  agreements,
books  of  account  and  other  records  pertaining  to the  Assets,  customers,
employees  and  the  Business,  including  such  as  relate  to any  predecessor
companies;

     (e) United's rights under all Contracts;

     (f) United's  rights under all leases,  including,  but not limited to, all
leasehold improvements and all security or other deposits;

     (g) the  assets  associated  with the  United  Expressline,  Inc.  Deferred
Compensation Plan, as reflected on the Financial Statements;

     (h) the assets of any other Plan assumed by  Purchaser  pursuant to Section
2.6;

     (i) the assets set forth in Schedule 1.5; and

     (j) any other assets or rights of every kind and nature,  real or personal,
tangible  or  intangible,  which  are  owned  and used by  United  or  useful in
connection with the operation of the Business.

The foregoing  notwithstanding,  the term "Assets" shall in no event include any
Excluded Assets.



<PAGE>


     Section 1.6.  "Best  Knowledge"  means:  (a) in the case of an  individual,
facts or matters within the actual  knowledge of such  individual,  and facts or
matters which should  reasonably have been known by such individual,  and (b) in
the case of United,  J.J.M.  or  Purchaser,  facts or matters  within the actual
knowledge  of any of their  respective  officers or  Shareholders,  and facts or
matters which should  reasonably have been known by such personnel in the proper
exercise of their official duties.

     Section 1.7.  "Business" means the business of United, as such business has
been historically constituted and conducted.

     Section  1.8.  "Closing  Date"  means  the  date on  which  the last of the
material Closing Transactions is completed.

     Section 1.9. "Closing  Transactions"  means the execution of this Agreement
and the  performance  of such other acts as are necessary to effect the purchase
and sale of the Assets and, the Real Estate,  including,  but not limited to the
payment by  Purchaser  of the amounts  described in Sections 2.2 and 2.3 of this
Agreement, the delivery of the Note to United, the delivery of the deeds for the
Real Estate to Purchaser,  and the delivery of any Schedules  referenced in this
Agreement.

     Section 1.10. "Companies" means United and J.J.M., collectively.

     Section  1.11.   "Contract"   means  each  unexpired   contract,   lease,
undertaking,  commitment, license and other agreement of United in effect on the
Closing Date, to which United is a party or by which United or any of the Assets
are bound.

     Section  1.12.   "Current  Balance  Sheet"  means  the  compiled  financial
statements  of  Companies  for the four (4) month  period  ended as of April 30,
2001.

     Section 1.13. "Environmental Law" means any material law, rule, regulation,
approval,  decision, decree, ordinance,  by-law having the force of law or order
of any federal, state or local executive,  legislative,  judicial, regulatory or
administrative  agency,  board or  authority,  which  relate to (a)  noise;  (b)
pollution or protection of the air,  surface  water,  ground water or land;  (c)
solid, gaseous or liquid waste generation,  treatment, storage, use, processing,
disposal or transportation;  (d) exposure to hazardous or toxic substances;  (e)
the  safety  or  health  of  employees  or (f)  regulation  of the  manufacture,
processing,  distribution in commerce,  use, or storage of chemical  substances,
applicable or related to the Companies'  business,  as conducted at any time, or
to their properties or assets.

     Section 1.14. "Excluded Assets" means:

          (a)  United's organizational records, minute books and stock records;

          (b)  United's original tax returns;



<PAGE>


          (c)  Any  account  receivable  or other  indebtedness  owing by United
               Specialties,  Inc.  to United  as of the  Closing  Date,  and any
               accounts  receivable excluded from the definition of "Net Assets"
               under Section 1.22;

          (d)  All of United's cash and cash equivalents as of the Closing Date,
               other than the assets described in Section 1.5(g) and 1.5(h);

          (e)  Those trailers consigned or otherwise loaned by United to persons
               or firms other than race teams or other  customers of United,  as
               more particularly described in Schedule 1.14; and

          (f)  those additional assets listed in Schedule 1.14.

     Section 1.15.  "Exhibits" means the exhibits  referenced in and attached to
this Agreement, all of which shall be deemed a part hereof

     Section 1.16. "Financial Statement Date" means December 31, 2000.

     Section 1.17.  "Financial-Statements"  means the Annual Financial Statement
and the Current Balance Sheet.

     Section 1.18.  "Indemnified  Party" means a Seller  Indemnified Party, or a
Purchaser Indemnified Party, as defined in Article VIII.

     Section.19.  "Lenders"  means First  Indiana  Bank and  Huntington  Capital
Investment Company. Investment Company.

     Section 1.20.  "Material  Adverse  Effect"  means an adverse  effect on the
properties,  assets,  financial position,  results of operations,  indebtedness,
cash  flows  or  contingent  liabilities  in  excess  of  Ten  Thousand  Dollars
($10,000.00).

     Section  1.21.  "Minimum Net Assets"  means Net Assets with a value of Four
Million  Five  Hundred  Nineteen  Thousand  Six  Hundred   Ninety-four   Dollars
($4,519,694.00).

     Section 1.22. "Net Assets" means: (a) the total value of United's  accounts
receivable,  inventory, leasehold improvements and equipment (net of accumulated
depreciation),  (b)  reduced  by the amount of  United's  accounts  payable  and
accrued expenses;  provided, further, that Net Assets shall not include: (1) the
value of accounts receivable that have remained outstanding for more than ninety
(90) days  following the invoice date;  (2) the value of any finished goods that
have  remained  in  United's  inventory  for a period  greater  than twelve (12)
months; or (3) the value of any Excluded Assets. The determination of Net Assets
shall be made in  accordance  with  generally  accepted  accounting  principles,
consistently applied.

     Section 1.23.  "Note" means the promissory  note delivered to United on the
Closing Date  pursuant to Section  2.2(b),  and any  replacement  note issued by
Purchaser



<PAGE>


pursuant to Section 2.4.

     Section  1.24.  "Plan"  means  any  plan,  program,  policy,  agreement  or
arrangement  maintained by the Companies to provide compensation or benefits for
any current or former employee,  officer, director,  shareholder, or consultant,
or any  dependent or  beneficiary  of any of the foregoing  persons,  including,
without  limitation,  any "employee  welfare benefit plan" or "employee  pension
benefit plan" as defined in the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"),  and any other: (a) profit sharing,  pension, ESOP, 401(k)
or other  retirement plans or programs,  (b) current and deferred  compensation,
severance,   vacation,   stock  purchase,  stock  option,  bonus  and  incentive
compensation  benefits,  and (c)  medical,  hospital,  life,  health,  accident,
disability,  death and other fringe and welfare  benefits,  including  any split
dollar life insurance policies.

     Section 1,25.  "Proprietary Rights" means all trade names,  business names,
brand names,  trademarks,  service marks, logos, copyrights,  patents,  internet
websites, internet domain names, trade secrets, labels, know-how, ideas, designs
and  inventions,  engineering  drawings,  models,  designs,  processes and other
intellectual property and proprietary information, including, but not limited to
any registration or application for registration therefore, and the right to the
use thereof.

     Section  1.26.  "Real  Estate"  means  the real  property  owned by  J.J.M.
described  in  Schedule  1.26,  together  with all  buildings,  structures,  and
improvements thereon,  leaseholds and J.J.M.'s right under all leases pertaining
thereto, and easements, rights-ofway, and other appurtenants thereto.

     Section 1.27. "Real Estate Purchase Price" means the purchase price payable
to JJ.M. for the Real Estate, as provided in Section 2.3 of this Agreement.

     Section 1.28. "Schedules" means the schedules referenced in and attached to
this Agreement, all of which shall be deemed a part hereof.

     Section 1.29. "Sellers" means United,.J.J.M. and the Shareholders,  jointly
and severally.

     Section  1.30.  "Subsidiary"  means  any  entity  in which  the  Companies,
individually  or  collectively,   directly  or  indirectly,  own  a  controlling
interest.

                                   ARTICLE II
              PURCHASE AND SALE OF ASSETS, REAL ESTATE AND GOODWIIL

     Section 2. 1.  Conveyance  of Assets and Real  Estate.  Effective as of the
Closing Date, and subject to and in accordance with the terms and conditions set
forth in this  Agreement:  (a) United  hereby  transfers,  conveys,  assigns and
delivers  to  Purchaser  all of the  Assets,  and (b) J.J.M.  hereby  transfers,
conveys,  assigns and delivers to Purchaser the Real Estate.  Sellers shall take
such further actions and execute such further



<PAGE>


documents as maybe necessary to effectuate such conveyances,  including, but not
limited to, the execution and delivery of corporate  warranty deeds for the Real
Estate and any other documents of title.

     Section 2.2. Asset Purchase  Price.  Subject to the  adjustments  and other
conditions  set  forth in this  Agreement,  Purchaser  will pay to United on the
Closing  Date the sum of  Eleven  Million  One  Hundred  Five  Thousand  Dollars
($11,105,000.00),  in full and final payment for the Assets and other rights and
benefits  conveyed  to  Purchaser  by United  under  this  Agreement.  The Asset
Purchase Price shall be payable as follows:



<PAGE>


          (a)  The  sum of  Nine  Million  Six  Hundred  Five  Thousand  Dollars
               ($9,605,000.00)  will be paid to United in immediately  available
               funds at Closing;

          (b)  Purchasers  shall  deliver  to  United a  promissory  note in the
               principal  sum of  One  Million  Five  Hundred  Thousand  Dollars
               ($1,500,000.00),  on the  terms  set  forth in  Exhibit A of this
               Agreement,  but subject to such  adjustments  as are  provided in
               this Agreement.

     Section 2.3.  Purchase Price for Real Estate.  Purchaser will pay to J.J.M.
the  sum  of  One   Million   Three   Hundred   Ninety-Five   Thousand   Dollars
($1,395,000.00) in immediately  available funds on the Closing Date, in fall and
final payment for the Real Estate.

     Section 2.4.  Adjustments  to Asset Purchase  Price.  The Actual Net Assets
shall be  determined  by  Seller's  certified  public  accountants  and a report
thereof  delivered to Purchaser  for review by  Purchaser's  accountants  within
thirty (10) days after the Closing Date.  The parties shall confer in good faith
to resolve any dispute  that may arise with  respect to the  calculation  of the
Actual Net Assets.  Within thirty (30) days after  delivery of the  accountant's
report to  Purchaser,  the  undisputed  amount,  if any, by which the Actual Net
Assets  are  greater  than the  Minimum  Net  Assets  shall be paid to United by
Purchaser, and the undisputed amount, if any, by which the Actual Net Assets are
less than the  Minimum Net Assets  shall be paid to  Purchaser  by Sellers.  Any
disputed  amount with respect to the  calculation of the Actual Net Assets shall
be  resolved  by the  accounting  firm of Crowe  Chizek & Company (or such other
independent  certified  public  accountant as the parties may agree in the event
Crowe Chizek & Company is unable or unwilling  to provide such  services,  or in
the event  Crowe  Chizek & Company  shall have  previously  provided  accounting
services to Sellers or  Purchaser).  The fees and  expenses  of the  independent
certified  public  accountant  shall be borne one-half by United and one-half by
Purchaser,  unless the independent certified public accountant shall conclude in
its written determination that either United or Purchaser acted in bad faith, in
which event the fees and expenses of the independent certified public accountant
shall be paid entirely by the party  determined to have acted in bad faith.  Any
additional amount determined by such independent  certified public accountant to
be owing to either United or Purchaser shall be paid to such party within thirty
(30) days after the parties'  receipt of the  determination  of such accountant.
Any other provision of this Section notwithstanding, in the event that the total
amount payable to United or Purchaser  under this Section exceeds the sum of Two
Hundred  Fifty  Thousand  Dollars  ($250,000.00),  the  amount  in excess of Two
Hundred  Fifty  Thousand  Dollars  ($250,000.00)  shall  be  deemed  added to or
subtracted  from  (as  applicable)  the  principal  balance  of  the  Note  and,
concurrently with the surrender of the original Note by United,  Purchaser shall
deliver to United a replacement Note reflecting such adjustment.

     Section 2.5.Allocation of Asset Purchase Price. Purchaser and Sellers agree
that the Asset  Purchase  Price shall be allocated as set forth in Schedule 2.5.
Buyer and Sellers will cooperate in the timely  preparation of their  respective
IRS  Forms  8594  in  connection  with  the  transactions  contemplated  by this
Agreement, which shall reflect the above allocation of the Purchase Price.

     Section  2.6.  Assumed  Liabilities:  Real  Estate  Taxes and  Assessments.
Purchaser  hereby  expressly  assumes  the  Contracts  and Plans  identified  on
Schedule  2.6.Purchaser  further assumes and agrees to pay the accounts  payable
and  accrued  expenses of United  identified  as to payee and amount on Schedule
2.6.  Sellers  expressly  warrant and represent that there are no debts or other
obligations  or  liabilities of Sellers of any kind that will be binding upon or
chargeable  against  Purchaser  or its  assets  by  reason  of the  transactions
contemplated  by this  Agreement,  except  as set  forth in  Schedule  2.6.  All
property  taxes levied with respect to the Real  Property  shall be  apportioned
between  Sellers and  Purchaser as of the Closing  Date,  based on the number of
days of the taxable  period before and after the Closing Date.  Sellers shall be
liable for the  proportionate  amount of such taxes  attributable  to the period
ending on the Closing Date, and Purchaser shall be liable for the  proportionate
amount of such taxes that is  attributable  to the  period  beginning  after the
Closing Date.  Sellers shall remain liable for any  assessments  relating to the
Real Estate that become a lien on the Real Estate on or before the Closing Date.
Purchaser  shall assume  Sellers'  liability  for such real  property  taxes and
assessments to the extent of the amount of such taxes and  assessments  included
in Schedule 2.6 and in the calculation of Net Assets.

     Section 2.7. No Other  Assumption of  Liabilities.  Any other  provision of
this  Agreement  notwithstanding,  Purchaser is not  assuming,  and shall not be
deemed to have assumed,  any  liabilities or obligations of the Companies of any
kind or nature whatsoever, except as expressly set forth in Schedule 2.6. By way
of illustration,  and not in limitation of the foregoing disclaimer, in no event
shall Purchaser be deemed to have assumed or taken the Assets or the Real Estate
subject to any liabilities of the Companies:  (a) for any  outstanding  loans to
Sellers or the Companies,  whether by financial institutions or any other person
or firm, or (b) for any claims for personal  injury or property  damage,  or any
claims  relating to or arising out of a violation of any statute,  regulation or
other rule of law.

     Section 2.8. Closing. The Closing shall be held at the offices of Sanders &
Pianowski,  LLP, 401 West High Street,  Elkhart,  Indiana 46516 on or before the
Drop Dead Date, as  hereinafter  defined,  at such specific date and time as the
parties mutually agree.  For purposes of this Section,  the Drop Dead Date shall
be determined as follows:

          (a)  The Drop Dead Date shall mean June 30, 2001;  provided,  however,
               that in the event that any delay in the Closing Date results from
               any failure or refusal by Sellers



<PAGE>


               (or any of them) to complete or  cooperate in the  completion  of
               the  Closing  Transactions,  or the failure or refusal of Sellers
               (or any of them) to satisfy Purchaser's  conditions to Closing as
               set forth in Sections  7.1 through  7.8, the Drop Dead Date shall
               be later of June 30,  2001 or the date on which  such  failure or
               refusal is cured.

          (b)  In the event  that the  Closing  Date does not occur on or before
               the Drop Dead Date described in subsection (a), Purchaser may, by
               written notice to United (an "Extension Notice"), extend the Drop
               Dead Date for an  additional  thirty-one  (31) days and, upon the
               giving of such  notice,  Purchaser  shall be liable to United for
               the  payment  of the  additional  sum of Fifty  Thousand  Dollars
               ($50,000.00).

          (c)  In the event  the  Closing  does not occur on or before  the Drop
               Dead Date  (taking  into  account any  extension of the Drop Dead
               Date permitted under  subsection (b) of this Section),  United or
               Purchaser  may,  by  written  notice to the other,  declare  this
               Agreement to be terminated and of no further force or effect.

Unless  otherwise  agreed to by the parties in writing,  the  completion  of the
Closing  Transactions shall constitute an express  acknowledgment by all parties
that all conditions to Closing have either been satisfied or waived.

                                   ARTICLE III
                    WARRANTIES AND REPRESENTATIONS OF SELLERS

     Sellers  warrant,  represent and affirm to Purchaser the truth and accuracy
of the  following,  both as of the date of execution of this  Agreement  and, if
later,  as  of  the  Closing  Date  (provided,  however,  that  all  warranties,
representations  and  affirmations of MJJ under this Article III shall be deemed
to have been made based upon her Best Knowledge,  notwithstanding the absence of
any specific reference to Best Knowledge in any Section of this Article):

     Section 3. 1.  Capacity . The  following  Shareholders  hold the  following
offices with respect to the Companies: (a) WEJ is the Chief Executive Officer of
United and of J.J.M.;  (b) WFJ is the Vice  President of United and J.J.M.;  (c)
AOJ is the Secretary-Treasurer of United and J.J.M. The Shareholders are legally
competent  to make these  warranties  and  representations  in their  individual
capacities as the owners of the shares,  and (excluding MJJ) in their respective
capacities as officers of the Companies.

     Section 3.2. Ownership of Shares. Shareholders are the owners of all of the
issued and  outstanding  shares of the capital  stock of the  Companies  (in the
amounts set forth in Schedule  3.2),  free and clear of all liens,  encumbrances
and  adverse  claims  whatsoever.  Each  of such  shares  is  duly  and  validly
authorized  and  issued,  fully paid and  non-assessable,  and was not issued in
violation of the preemptive  rights of any past or present  shareholder.  Except
for  the  shares  owned  by  Shareholders,  there  are no  outstanding  options,
warrants, rights or other agreements or commitments of any character relating to
the  issuance  or sale of any  shares  of  capital  stock  of,  or other  equity
ownership interest in the Companies.



<PAGE>


     Section 3.3. Authority for Transaction. Sellers have full and lawful right,
power,  and  authority  to  execute,  deliver and perform  this  Agreement,  and
consummate the transactions  contemplated  herein.  This Agreement has been duly
executed and delivered by Sellers,  and it and its provisions  constitute legal,
valid and  binding  obligations  of  Sellers,  enforceable  against  Sellers  in
accordance  with its terms and  conditions,  except as such  enforcement  may be
limited by bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  affecting the  enforcement of creditors'  rights  generally and by general
principles  of equity  (whether  applied in a  proceeding  at law or in equity).
There are no claims, lawsuits,  actions,  arbitrations,  administrative or other
proceedings,   governmental  investigations,  audits  or  inquiries  pending  or
threatened  against  Sellers that limit,  impair or otherwise  affect,  Sellers'
right or authority to enter into this Agreement or the performance by Sellers of
their obligations hereunder.

     Section  3.4.  Organization.  The  Companies  are duly  organized,  validly
existing and in good standing  under the laws of the State of Indiana,  and each
is duly qualified or licensed as a foreign corporation authorized to do business
in all other states in which any of their assets or  properties  may be situated
or where their  business is  conducted  except  where the failure to obtain such
qualification or license will not have a Material  Adverse Effect.  Schedule 3.4
contains:  (a)  the  Companies'  Articles  of  Incorporation,  certified  by the
Secretary  of State of Indiana,  (b) the  Companies'  By-Laws,  certified by the
Companies' respective  Secretaries.  Each and all of such documents are complete
and correct, and (c) a list of all states in which the Companies are admitted to
do business.

     Section 3.5. Subsidiaries.  The Companies have no Subsidiaries, and neither
of the Companies owns securities of any other  corporation,  partnership,  firm,
association or business organization, entity or enterprise.

     Section  3.6.  Predecessors.  Schedule  3.6 is a listing of all names under
which  any of the  Companies  have  done  business,  as well as the names of all
predecessors  of the  Companies,  including the names of any entities from which
the Companies previously acquired significant assets.

     Section 3.7. Affiliate Relationships.  Except as set forth in Schedule 3.7,
neither  Sellers nor any  affiliate  of Sellers,  nor any  director,  officer or
employee of the Companies owns, directly or indirectly, in whole or in part, any
property,  asset or right, tangible or intangible,  which is associated with any
property,  asset or right  owned by the  Companies  or which the  Companies  are
operating or using or the use of which is necessary for the  Business.  Schedule
3.7 further  includes a description  of any  relationships  which Sellers or any
director, officer, or employee of the Companies have with any other corporation,
partnership,  firm, association or business  organization,  entity or enterprise
which is a  competitor,  potential  competitor  (based  upon the  nature of such
potential competitor's business as of the Closing Date), supplier or customer of
any of the Companies. The term "affiliate" means with respect to any person (the
term "person" to include, for purposes of this Agreement,  any business entity),
any other person which directly or indirectly,  by itself or through one or more
intermediaries, controls, or is



<PAGE>


controlled by, or is under direct or indirect common control with, such person.

     Section 3.8. Consents. No approval,  consent,  order or action of or filing
with any court,  administrative  agency,  governmental  authority or other third
party is required for the execution,  delivery or performance by Sellers of this
Agreement.

     Section 3.9  Proprietary  Rights.  The Companies  have full and  sufficient
rights to use all  Proprietary  Rights  necessary  for the present  operation of
their businesses and the marketing,  distribution, sale and use of the materials
used and the products sold by the Companies.  None of the ownership,  access to,
use or exercise of the  Proprietary  Rights by the  Companies  infringes  on the
rights of any other party, and all Proprietary Rights are valid and enforceable.
All know-how or proprietary  information  in the Companies'  possession has been
independently  developed or is generally well known or has been disclosed to the
Companies  by a third  party  without  such  third  party  having  breached  any
obligation to another person or entity.

     Section  3.10.  Title.  United  owns  outright,  and  has  full  legal  and
beneficial  title to all of the  Assets,  free and clear of all liens,  pledges,
mortgages,  security  interests,  conditional  sales contracts and encumbrances,
except as set forth in Schedule 3.10.

     Section 3.11. Defaults. Sellers are not in default under or in violation of
(nor have they been alleged to be in default under or in violation  of), and the
execution and delivery of the Agreement and the consummation of the transactions
contemplated hereby will not result in a default by any of the Sellers under, or
a  violation  of:  (a) any  mortgage,  indenture,  charter  or bylaw  provision,
provision  of  any  Plan,  contract,   agreement,  lease,  commitment  or  other
instrument  of any kind to which any of them are a party or by which any of them
or any of their  properties or assets may be bound or affected,  or (b) any law,
rule or regulation  applicable to any of the Sellers,  or any court  injunction,
order or decree, or any valid and enforceable  order of any governmental  agency
in effect having jurisdiction over them or any Plan.

     Section  3.12.  Investment  Companies.  Neither  of  the  Companies  is  an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment  Companies Act of 1940, as amended,  or a "holding
company",  a "subsidiary  company" of a "holding company" or an "affiliate" of a
"holding company" or a "public utility" within the meaning of the Public Utility
Holding Companies Act of 1935, as amended.

     Section  3.13.  Financial  Statements.  The  Financial  Statements  present
accurately and fairly, in all material respects,  the financial condition of the
Companies as of the dates indicated  thereon,  and present accurately and fairly
in all  respects  the  results  of the  Companies'  operations  for the  periods
indicated  thereon,   all  in  accordance  with  generally  accepted  accounting
principles, consistently applied.

     Section 3.14.  No Material  Adverse Chang . Except as set forth in Schedule
3.14, since the Financial  Statement Date, there has not been: (a) any change in
the Companies'  organizational documents, (b) any material adverse change of any
nature



<PAGE>


whatsoever  in the  financial  condition,  assets,  liabilities  (contingent  or
otherwise),  income,  business or  prospects of the  Companies;  (c) any damage,
destruction or loss (whether or not covered by insurance)  materially  adversely
affecting  the  properties or business of the  Companies;  (d) any change in the
authorized  capital of the Companies or in their  securities  outstanding or any
change in their  ownership  interests;  (e) any  declaration  or  payment of any
dividend  or  distribution  in  respect  of equity  ownership  interests  in the
Companies or any direct or indirect redemption, purchase or other acquisition of
such equity ownership  interests,  other than distributions of cash generated in
the ordinary course of the Companies'  business;  (f) any contract or commitment
entered  into by the  Companies or any  agreement by the  Companies to incur any
liability or make any capital  expenditures  in excess of Ten  Thousand  Dollars
($10,000.00),  except in the normal course of business;  (g) any increase in the
compensation,  bonus, sales commissions or fee arrangement  payable or to become
payable by the  Companies  to any of their  officers,  directors,  stockholders,
employees,  consultants or agents,  except such as have occurred in the ordinary
course of the  Companies'  business and consistent  with past practice;  (h) any
work interruptions, labor grievances or claims filed, proposed law or regulation
enacted (to the Best  Knowledge of Sellers),  or the  occurrence of any event or
condition of any character  adversely affecting the business of future prospects
of the Companies  (other than general  economic  conditions);  (i) any creation,
assumption  or  permitting  to exist  any  mortgage,  pledge  or  other  lien or
encumbrance upon any assets or properties of the Companies, whether now owned or
hereafter  acquired;  (j) any  sale or  transfer,  or any  agreement  to sell or
transfer,  any assets with a collective  value in excess of Ten Thousand Dollars
($10,000.00),  properties or rights of the  Companies to any person,  including,
without   limitation,   Sellers  and  their  respective   affiliates;   (k)  any
cancellation, or agreement to cancel, any indebtedness or other obligation owing
to the Companies,  including, without limitation, any indebtedness or obligation
of Sellers or any of their  affiliates;  (1) any plan,  agreement or arrangement
granting any  preferential  rights to purchase or acquire any interest in any of
the assets,  properties or rights of the  Companies or requiring  consent of any
party to the transfer and  assignment of any such assets,  properties or rights;
(m) any purchase or acquisition,  or agreement,  plan or arrangement to purchase
or acquire, any property, rights or assets of the Companies; (n) any negotiation
for the  acquisition  of any business or start-up of any new  business;  (o) any
merger or  consolidation  or agreement to merge or consolidate  with or into any
other  corporation;  (p) any  waiver  of any  material  rights  or claims of the
Companies;  (q) any breach,  amendment or termination of any material  contract,
agreement,  license,  permit,  permit  application  or other  right to which the
Companies are a party; (r) any discharge, satisfaction, compromise or settlement
of any claim,  lien,  charge or  encumbrance  or payment  of any  obligation  or
liability,  contingent or otherwise,  other than current  liabilities  as of the
Financial  Statement  Date,  current  liabilities  incurred  since the Financial
Statement Date in the ordinary course of business and prepayments of obligations
in accordance  with normal and  customary  past  practices;  or (s) any material
transaction  by the Companies  outside the ordinary  course of business,  or any
transaction prohibited hereunder.

     Section 3.15. Undisclosed Liabilities.  The Companies do not have any debts
or liabilities,  whether accrued or contingent,  due or not yet due, liquidated,
unliquidated,  or otherwise,  except as and to the extent disclosed or reflected
in the Financial Statements or as set forth in Schedule 3.15. In the case of any
liabilities that are not fixed, an estimate



<PAGE>


of the maximum amount which may be payable is set forth in Schedule 3.15.

     Section 3.16. Taxes. The Companies have filed all requisite federal, state,
local and other tax returns,  information returns,  declarations and reports for
all fiscal  periods ended on or before the Closing Date, and there are no claims
(nor is there any  matter  pending  which may  result  in a claim)  against  the
Companies for federal,  state or local income,  sales,  use,  franchise or other
taxes for any period or periods  prior to and  including the Closing Date and no
notice of any claim, whether pending or threatened,  for taxes has been received
which  would  create a lien on the  Companies'  assets or  adversely  affect the
Companies  or the  Assets.  The  amounts  shown  as  accruals  for  taxes on the
Financial  Statements are sufficient for the payment of all taxes of any kind or
nature  whatsoever  for all  periods  ended on or before the date of the Current
Balance  Sheet.  Copies of the  federal,  state and local income tax returns and
franchise tax returns of the Companies  (collectively,  "Tax Returns") for their
last three (3) fiscal years have been furnished to Purchaser. The Companies have
not obtained  any  extensions  of time in which to file any  federal,  state and
local income tax returns and franchise tax returns that have not yet been filed.
The  Companies  have not  waived  any  statute of  limitations  with  respect to
federal,  state, or local income, sales, use, franchise or other taxes or agreed
to any extensions of time with respect to a tax assessment or deficiency, except
for such waivers or extensions which, by their terms, have lapsed as of the date
hereof

     Section  3.17.  Accounts  Receivable  and  Payable,  Customer  and Supplier
Relations.  The accounts receivable  reflected on the Financial Statements arose
in the ordinary course of the United's  business and, except as reserved against
on the Financial Statements,  are collectible in the ordinary course of business
and free of any claims,  rights or defenses of any account debtor.  All accounts
payable reflected on the Financial  Statements arose from good faith arms-length
transactions  in the  ordinary  course of  business.  Sellers  further  warrant,
represent, and affirm that:

          (a)  none  of  United's   customers  or  suppliers  have  canceled  or
               substantially reduced, or are currently attempting or threatening
               to cancel or substantially  reduce, the services or products they
               purchase from or supply to United;

          (b)  United has complied with all  commitments and obligations and are
               not in default under any contracts and agreements  with customers
               or  suppliers,  no notice of default has been received by United,
               and there  are no  defaults  by  customers,  suppliers  and other
               parties to such contracts and agreements;

          (c)  United  has  never  been a party  to any  governmental  contracts
               subject to price redetermination or renegotiation.

     Section 3.18.  Authority to Operate.  Except as described in Schedule 3.18,
the Companies have full power,  authority and legal right and have all licenses,
permits,  qualifications,  and other  documentation  (including permits required
under  applicable  Environmental  Law)  necessary  to own and/or  operate  their
businesses,  properties  and  assets and to carry on their  businesses  as being
conducted on the Closing Date; and such  businesses are now being  conducted and
such assets and properties are being owned



<PAGE>


and/or operated in compliance with all applicable laws (including  Environmental
Law), ordinances, rules and regulations of any governmental agency of the United
States, any state or political  subdivision thereof,  any foreign  jurisdiction,
all applicable court or administrative agency decrees, awards and orders and all
such licenses, permits, qualifications and other documentation, except where the
failure  to comply  will not have a  Material  Adverse  Effect,  and there is no
existing  condition  or state of facts  which  would  give  rise to a  violation
thereof  or a  liability  or  default  thereunder,  except  where  a  violation,
liability or default will not have a Material Adverse Effect.

     Section 3.19. Legal Actions. Except as described in Schedule 3.19, no legal
action,  suit, audit,  investigation,  unfair labor practice charge,  complaint,
claim,  grievance,  or  proceeding  by or before any court,  arbitration  panel,
governmental authority or third party is pending or threatened which involves or
may involve the Companies or their now or previously  owned or operated  assets,
operations,   properties  or  businesses,  or  the  Sellers'  interests  in  the
Companies.

     Section 3.20.  Assets and Inventory.  All of United's  inventory is of good
and merchantable  quality,  free from defects, and all other tangible assets are
in good working order and condition, ordinary wear and tear excepted. All of the
inventory  located on  United's  business  premises  is owned by United,  and no
inventory or other assets are being stored for the benefit of any third party.

     Section  3.21.  Employee  Benefit  Matters.  The Plans  listed in  Schedule
3.26(l) are the only  employee  benefit plans and  agreements  maintained by the
Companies for the benefit of their shareholders,  members, officers,  directors,
employees, former employees, or independent contractors. Each Plan maintained by
the  Companies at any time has been  operated and  administered  in  substantial
compliance with the provisions of the Employee Retirement Income Security Act of
1974  ("ERISA"),  and the  provisions  of the  Internal  Revenue  Code  ("Code")
applicable  to it.  Neither the Companies nor any of their assets are subject to
nor can they  reasonably be expected to become  subject to a lien as a result of
the  existence  or  operation  of  any  Plan.  The  Companies  have  not  had an
"obligation   to   contribute"   (as  defined  in  ERISA   Section  4212)  to  a
"multiemployer  pension  plan" (as  defined  in ERISA  Sections  4001(a)(3)  and
3(37)(A)) at any time.  No facts exist which will result in a material  increase
in the premium  costs of any Plan for which  benefits  are insured or a material
increase in benefit costs of any Plan which provides  self-insured  benefits. As
of the Closing Date, the Companies have no material  liabilities  under any Plan
that are not reflected in the Financial  Statements.  No facts or  circumstances
exist under which Purchaser will incur any liability, nor will the Assets or the
Real Estate be chargeable with any liability, relating to any act or omission of
the  Companies  or their agents or  representatives  with respect to Plan at any
time  maintained  by the  Companies.  With  respect to the Plans  identified  in
Section 2.6:

          (a)  all premiums payable under any insured Plan have been fully paid,
               and all contributions  required to be made to any other Plan have
               been made;

          (b)  all Plans  required by law to be funded  have been fully  funded;
               and



<PAGE>


          (c)  the assets to be conveyed to Purchaser pursuant to Section 1.5(g)
               are not less than the accrued benefits of the participants  under
               the United Expressline, Inc. Deferred Compensation Plan.

     Section 3.22. Environmental, Health and Safety Matters. Except as set forth
in Schedule 3.22, or as disclosed in the Phase I environmental  surveys obtained
by  Purchaser  dated April 6, 2001 with  respect to the White  Pigeon,  Michigan
portion of the Real Estate,  and dated May 21, 2001 with respect to the Bristol,
Indiana portion of the Real Estate:

          (a)  The  Companies are in full  compliance  in all material  respects
               with all Environmental Laws.

          (b)  The  Companies  have taken all actions  reasonably  necessary  to
               permit  the   Companies   to  remain  in   compliance   with  all
               Environmental Laws, as now in effect.

          (c)  There are no claimed violations or citations,  nor any pending or
               threatened claims or complaints,  against the Companies  relating
               to Environmental Laws.

          (d)  None of the  Companies  has  received  notification  that it is a
               potentially    responsible    party   under   the   Comprehensive
               Environmental Response,  Compensation and Liability Act (CERCLA),
               administrative  proposals to list  property  owned or operated by
               Companies on the National  Priorities  List under CERCLA,  or the
               state-equivalent  thereto, demand letters, notices of violations,
               or the like.

          (e)  No equipment,  hazardous waste, building materials,  toxic waste,
               hazardous substances,  petroleum products, or any other regulated
               substances  have  been,  directly  or  indirectly,  disposed  or,
               leaked,  buried,  or  deposited in or on the ground or within the
               boundaries of the properties now or previously owned or leased by
               Companies  in any manner which  violated in any material  respect
               any Environmental Laws.

          (f)  Nothing other than permitted  waste has been  discharged into the
               sanitary  waste   disposal   system  of  the  properties  now  or
               previously owned or leased by Companies.

          (g)  There are no  underground  storage  tanks,  active or  abandoned,
               located on or under any  properties  now or  previously  owned or
               leased by Companies.

          (h)  The Companies have not directly  transported or directly arranged
               for the  transportation of any hazardous material to any location
               listed or proposed  for listing on the National  Priorities  List
               pursuant  to any  Environmental  Law,  or an any federal or state
               list  or  which  is  the  subject  of  federal,  state  or  local
               enforcement  actions  or other  investigations  which may lead to
               claims  against the  Companies for any remedial  work,  damage to
               natural resources or personal injury,  including claims under any
               Environmental Law.



<PAGE>


          (i)  There are no materials  containing urea  formaldehyde,  asbestos,
               radioactive  materials or  polychlorinated  biphenyl on or in the
               properties owned or leased by Companies.

          (j)  No  condition  exists  at,  on  or  under  any  property  now  or
               previously owned or leased by Companies  which,  with the passage
               of time,  or the  giving of notice  or both,  would  give rise to
               liability  under any  Environmental  Law  that,  singly or in the
               aggregate,  have,  or may  reasonably  be  expected  to  have,  a
               Material Adverse Effect.

In the event of any unintentional misrepresentation under this Section resulting
from Sellers' lack of actual knowledge that any  representation  set forth above
is inaccurate  or untrue,  Sellers shall have no liability to Purchaser for such
misrepresentation  except to the extent that  Purchaser  suffers or sustains any
expense or other liability with respect to such misrepresentation as a result of
any claim, action or proceeding by any governmental entity or other third party.

     Section 3.23.  Employment Matters. The Companies have not experienced labor
interruptions  over  the past  three  years  and the  relationship  between  the
Companies and their employees is normal. Except as set forth in Schedule 3.23:

          (a)  neither the  Companies  nor any  employee of the  Companies is in
               violation  of any  term  of any  express  or  implied  employment
               contract, patent disclosure agreement,  secrecy agreement, or any
               other contract or agreement  relating to the  relationship of any
               such employee with the Companies;

          (b)  the Companies are not in violation of any material federal, state
               or local wage and hour, employment  discrimination,  occupational
               safety, or other labor or employment statutes or regulations, nor
               have  the  Companies  received  notice  of a  claim  of any  such
               violation;

          (c)  no union has ever been  certified,  nor have the  Companies  ever
               recognized any union, as the collective bargaining representative
               of any of the employees of the  Companies,  and the Companies are
               not now and have never been parties to any collective  bargaining
               agreement;

          (d)  to Sellers'  Best  Knowledge,  no union  organizing  activity has
               occurred or is now occurring with respect to any of the employees
               of the Companies.

     Section 3.24. Finder or Broker. Sellers acknowledge that they have retained
the  services  of Bank  One  Capital  Markets,  Inc.  in  connection  with  this
transaction, that they shall be solely responsible for any fees or other amounts
payable to Bank One Capital Markets,  Inc. in connection with this  transaction,
and that no such fees or other amounts shall be included in the  computation  of
the Actual Net Assets.  Except as set forth in the preceding sentence,  there is
no firm, corporation, agency, or other person that is entitled to a finder's fee
or any type of brokerage  commission  in relation to or in  connection  with the
transactions  contemplated  by this  Agreement  as a result of any  agreement or
understanding with Sellers or the Companies, or any entity or person



<PAGE>


affiliated with Sellers or the Companies.

     Section 3.25.  Representations  Regarding the Real Estate.  With respect to
the Real Estate, Sellers warrant, represent and affirm that:

          (a)  Absence of Liens and Encumbrances.  J.J.M. owns outright, and has
               full  legal and  beneficial  title to the Real  Estate,  free and
               clear  of all  liens,  pledges,  mortgages,  security  interests,
               conditional sales contracts, encumbrances and claims of any kind,
               excepting  only such  easements and  rights-of-way  affecting the
               Real Estate as are set forth in Schedule 3.25(a).

          (b)  No Breach or Default. Except as set forth in Schedule 3.25(b), no
               Seller has given, nor has it received,  any written notice that a
               breach or an event of default exists under or with respect to any
               agreement, arrangement, Contract, covenant, condition, deed, deed
               of trust, right-of-way, easement, mortgage, restriction, or other
               document  granting  any  Seller  title  to or an  interest  in or
               otherwise affecting the Real Estate, and to the best of knowledge
               of any Seller no condition  or event has  occurred  that with the
               giving of notice,  the lapse of time, or both would  constitute a
               breach or event of default of any such agreement or document,  by
               any Seller or any other person.

          (c)  No  Condemnation.  No  condemnation,  eminent domain,  or similar
               proceeding  exists,  is pending or, to the best  knowledge of any
               Seller, is threatened with respect to, or that could affect,  any
               Real Estate or the  insurability  or  marketability  of the title
               thereto.

          (d)  Parties in Possession.  Except as set forth on Schedule  3.25(d),
               there are no parties  in  possession  of any  portion of the Real
               Estate  as  lessees,   sublessees,   tenants  at  sufferance,  or
               trespassers.

          (e)  Site Obligations.  Except as set forth on Schedule  3.25(e),  the
               Real Estate is not subject to any  condition or obligation to any
               governmental  entity or other person  requiring  the owner or any
               transferee thereof to donate land, money, or other property or to
               make off-site public improvements.

          (f)  Assessments. No charges or assessments by any public authority or
               any other person or entity for public  improvements  or otherwise
               made  against  the Real  Estate  and  required  to be paid by any
               Seller  are  unpaid,  including,  without  limitation,  those for
               construction of sewer lines, water lines, storm drainage systems,
               electric lines,  natural gas lines,  streets (including perimeter
               streets), roads, and curbs.

          (g)  Third Party Rights.  Except as set forth on Schedule 3.25(g),  no
               Seller has granted to any person or entity any  Contract or other
               right  to the  use of any  portion  of  the  Real  Estate  or any
               facility  or amenity on or  relating  to the Real  Estate for any
               purpose.

          (h)  Options.  No Seller has entered into any Contract with any person
               or entity  other than  Purchaser  to sell all or a portion of the
               Real Estate and has not given any person or an option or right of
               first refusal to purchase all or any part of or interest in the



<PAGE>


               Real Estate that is enforceable or exercisable now or at any time
               in the future.

          (i)  Mechanics  Liens.  There are no unpaid claims for labor done upon
               or materials furnished with respect to the Real Estate in respect
               of which any liens have been or maybe filed.

          (j)  Access.  Each  parcel of the Real  Estate has  direct  access (or
               indirect access through valid private easements or rights-of-way)
               to a publicly dedicated right-of-way.

          (k)  Fee and Leasehold Interests, Etc. The Real Estate constitutes all
               of the real  property held for use in  connection  with,  for the
               conduct of, or otherwise material to, the Business.

          (1)  Zoning . The Real Estate is properly  zoned for its current  use,
               and there presently exist no violations of any applicable  zoning
               ordinances or restrictions.

          (m)  Utilities.  All utilities  servicing the Real Estate are operated
               through valid public or private easements or  rights-of-way,  and
               all installation and connection charges with respect thereto have
               been paid in fall.

          (n)  Improvements.  The  improvements  upon  the Real  Estate  are all
               located  entirely  within the bounds of the Real Estate and there
               are no  encroachments of improvements  from adjoining  properties
               upon the Real Estate.

     Section 3.26. Other  Disclosures.  Sellers further  warrant,  represent and
affirm that:

          (a)  Schedule 3.26(a) is a list of the products of the Companies,  all
               product  registrations used by the Companies,  and all toxicology
               studies and environmental studies of the Companies.  All material
               safety data sheets shall be made available at Purchaser's request
               for inspection and copying on or before the Closing Date.

          (b)  Schedule 3.26(b) is a list of the names,  start dates and current
               annual wage rates of all  salaried and hourly  regular  full-time
               and part-time  employees of the Companies as of the Closing Date,
               together with a summary of the bonuses,  additional  compensation
               and other like benefits, if any, paid or payable to each employee
               and the last  date,  if any,  on which each  employee  received a
               raise in compensation, or a bonus.

          (c)  Schedule 3.26(c) contains a diagram of all real property owned or
               leased by the Companies,  and a list of documents  reflecting any
               other real property  interests owned of record or beneficially or
               leased as lessee by the Companies.

          (d)  Schedule  3.26(d)  is a list,  as of the  Closing  Date,  showing
               itemized  values  of all  inventory.  All other  assets  owned or
               leased by the Companies  which have been  capitalized and have an
               unamortized  or  undepreciated  value  of  One  Thousand  Dollars
               ($1,000.00) or more, including machinery, equipment, vehicles and
               rolling stock, are listed on Schedule 1.5.



<PAGE>


          (e)  Schedule  3.26(e) is a list of raw  materials  or other  property
               that has been consigned to the Companies,  or is otherwise  owned
               by a third party,  and has a market value  exceeding One Thousand
               Dollars ($ 1,000.00).

          (f)  Schedule   3.26(f-g)   is  an  accurate   list  of  all  workers'
               compensation  and  other  insurance  claims  (other  than  health
               insurance  claims)  received  for the past  three  policy  years.
               Sellers  have  provided  Purchaser  with a copy of each policy of
               insurance  maintained by the Companies (to the extent  available)
               together with a description of the premiums, coverages, insurers,
               expiration dates and deductibles.  Such insurance is currently in
               full force and effect,  the  Companies'  insurance has never been
               canceled,  the  Companies  have never  been  denied  coverage  or
               experienced a  substantial  increase in premiums or a substantial
               reduction in coverage  from one policy  period to the next policy
               period,  such coverage is adequate in character  and amount,  and
               such  coverage is placed  with  financially  sound and  reputable
               insurers unaffiliated with either Sellers or the Companies.

          (g)  Schedule  3.26(f-g)  is a  description  of all  claims,  demands,
               actions or proceedings  brought by or against the  Companies,  or
               otherwise  pending against the Companies,  involving an amount in
               excess of Five Thousand Dollars  ($5,000.00),  at any time during
               the five (5) year period preceding the Closing Date.

          (h)  Schedule 3.26(h) is a list and summary  description of, or copies
               of, an governmental licenses and permits of the Companies.

          (i)  Schedule  3.26(i) is a list of all of the Companies'  Proprietary
               Rights,  indicating the  registered and beneficial  owner and the
               date of grant thereof,  and a description of all license fees and
               royalties (or the basis of  calculation  thereof)  required to be
               paid  now or in the  future  by the  Companies  for  the  use and
               practice of their Proprietary Rights.

          (j)  Schedule  3.26(j)  is a list of all  Contracts  having a value in
               excess of One Thousand Dollars ($1,000.00).  For Purposes of this
               Section,  a Contract shall be deemed to have a value in excess of
               One  Thousand  Dollars  ($1,000.00)  if it provides  for: (1) the
               receipt or  payment by United of a sum in excess of One  Thousand
               Dollars  ($1,000.00) over a period of less than one (1) year; (2)
               the  receipt,  delivery  or use by  United  of  goods,  services,
               facilities  or other rights or property with a value in excess of
               One Thousand Dollars ($1,000.00);  or (3) an unexpired term as of
               the  Closing  Date in  excess  of one (1)  year.  As used in this
               Section,  the term  "Contract"  shall also  include  any  letter,
               agreement,  certification or other oral or written representation
               to any wholesaler,  distributor,  franchisee, governmental agency
               or other person or entity  regarding the authority of any person,
               firm  or  other  entity  to  act  as a  reseller  of  any  of the
               Companies' products or services.

          (k)  Schedule  3.26(k)  is a list of all  obligations,  contingent  or
               otherwise,  covering any of the  Companies'  employees  under any
               employment  or consulting  agreement,  and copies of any document
               memorializing any such obligations.



<PAGE>


          (1)  Schedule  3.26(l)  is a  list  of  all  Plans  maintained  by the
               Companies,  a description of each such Plan, and a description of
               the cost to the Companies of funding and administering  each such
               Plan.

     Section 3.27. Insolvency Upon the closing of the transactions  contemplated
by this Agreement, none of the Sellers will be insolvent.

     Section 3.28. Full Disclosure.  No representation or warranty by Sellers in
the Agreement, and no statement made or delivered by the Companies or Sellers to
Purchaser in or in connection  with the Agreement,  contains or will contain any
untrue  statement  of a material  fact or omits or will omit any  material  fact
necessary  in order to make the  statements  herein or therein,  in light of the
circumstances under which they are or were made, not misleading.

     Section  3.28.  Survival and  Expiration  of Sellers'  Representations  and
Warranties.  The warranties and  representations set forth in this Article shall
survive  for a period  of  fifteen  (15)  months  following  the  Closing  Date;
provided,  however,  that the expiration of such period shall not extinguish any
claim which may be brought by Purchaser  against Sellers for fraud, and any such
claim shall survive for the applicable statute of limitations.

                                   ARTICLE IV
                   WARRANTIES AND REPRESENTATIONS OF PURCHASER

     Purchaser  warrants,  represents  and  affirms  to  Sellers  the  truth and
accuracy of the  following,  both as of the date of execution of this  Agreement
and as of the Closing Date:

     Section 4.1.  Authority for Transaction.  Purchaser has full right,  power,
and authority to execute, deliver and perform this Agreement, and consummate the
transactions  contemplated  herein.  This  Agreement  has been duly executed and
delivered by Purchaser,  and it and its provisions constitute,  legal, valid and
binding obligations of Purchaser,  enforceable against it in accordance with its
terms and conditions,  except as such  enforcement may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  or other  similar laws  affecting  the
enforcement of creditors'  rights generally and by general  principles of equity
(whether  applied in a  proceeding  at law or in  equity).  There are no claims,
lawsuits,   actions,   arbitrations,   administrative   or  other   proceedings,
governmental  investigations,  audits or inquiries pending or threatened against
Purchaser  that limit,  impair or  otherwise  affect,  its right or authority to
enter into this  Agreement or the  performance  by Purchaser of its  obligations
hereunder.

     Section 4.2.  Organization.  Purchaser  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Indiana,
and is duly  qualified  or licensed to do business in all other  states in which
any of its  assets  or  properties  may be  situated  or where its  business  is
conducted, except where the failure to obtain such qualification or license will
not have a Material Adverse Effect. Schedule 4.2 is: (a)



<PAGE>


Purchaser's  Articles of  Incorporation,  certified by the Secretary of State of
Indiana, and (b) Purchaser's Code of By-Laws,  certified by its Secretary.  Each
and all of such documents are complete and correct.

     Section 4.3. Consents. No approval,  consent, order or action of, or filing
with, any court,  administrative  agency,  governmental authority or other third
party is required for the  execution,  delivery or  performance  by Purchaser of
this Agreement.

     Section 4.4.  Defaults.  Purchaser is not in default  under or in violation
of; and the execution and delivery of the Agreement and the  consummation of the
transactions contemplated hereby will not result in a default by Purchaser under
or a violation  of: (a) any  mortgage,  indenture,  charter or bylaw  provision,
contract,  agreement, lease, commitment or other instrument of any kind to which
Purchaser is a party or by which  Purchaser or any of its  properties  or assets
may be bound or  affected,  or (b) any law,  rule or  regulation  applicable  to
Purchaser or any court injunction, order or decree, or any valid and enforceable
order of any governmental  agency in effect having  jurisdiction over Purchaser,
which default or violation  could  adversely  affect the ability of Purchaser to
consummate the transactions  contemplated hereby or will have a Material Adverse
Effect.

     Section 4.5. Investment Companies. Purchaser is not an "investment company"
or a company  "controlled" by an "investment  company" within the meaning of the
Investment  Companies  Act of  1940,  as  amended,  or a  "holding  company",  a
"Subsidiary  company"  of a "holding  company" or an  "affiliate"  of a "holding
company" or a "public  utility" within the meaning of the Public Utility Holding
Companies Act of 1935, as amended.

     Section 4.6. Finder or Broker.  There is no firm,  corporation,  agency, or
other  person  that is  entitled  to a  finder's  fee or any  type of  brokerage
commission in relation to or in connection with the transactions contemplated by
this Agreement as a result of any agreement or understanding with Purchaser,  or
any entity or person affiliated with Purchaser.

     Section 4.7.  Insolvency Upon the closing of the transactions  contemplated
by this Agreement,  Purchaser will have received equity  investments of not less
than One Million Two Hundred Fifteen Thousand Dollars ($1,215,000.00),  and will
not be insolvent.

     Section 4.8. Full Disclosure. No representation or warranty by Purchaser in
the Agreement,  and no statement made or delivered to by Purchaser to Sellers in
or in  connection  with the  Agreement,  contains  or will  contain  any  untrue
statement of a material fact or omits or will omit any material  fact  necessary
in order to make the statements herein or therein, in light of the circumstances
under which they are or were made, not misleading.

     Section 4.9. Survival and Expiration of  Representations  and Warranties of
Purchaser.  The warranties and  representations  set forth in this Article shall
survive  for a period  of  fifteen  (15)  months  following  the  Closing  Date;
provided, however, that the



<PAGE>


expiration of such period shall not extinguish any claim which may be brought by
Sellers  against  Purchaser for fraud,  and any such claim shall survive for the
applicable statute of limitations.

                                    ARTICLE V
                       ADDITIONAL COVENANTS AND AGREEMENTS

     Section5.1.  Nondisclosure and Non-Piracy Agreement Sellers acknowledge and
agree  that  they  have  developed  and  maintained  information  regarding  the
customers of United that is unique and valuable in servicing such customers, and
that the names,  addresses,  sales history,  and other  information  and records
regarding the Companies'  customers,  as well as United's  pricing  information,
manufacturing  methods,  and  other  methods  and  procedures  utilized  in  the
Business,  are a unique and valuable asset, are not readily available from other
sources.  Sellers further  acknowledge  and agree that the foregoing  constitute
trade secrets and goodwill of United (all of which is hereinafter referred to as
"Trade Secrets"), the conveyance of which was a material inducement to Purchaser
to enter into and perform  this  Agreement.  In  recognition  of the  foregoing,
Sellers  agree to keep all such Trade  Secrets  confidential,  and further agree
that for a period of five (5) years  following the Closing  Date,  Sellers shall
not (except in the proper  performance  of their duties under any  employment or
consulting agreements with Purchaser), directly or indirectly:

          (a)  disseminate  or  disclose  to any  person or firm,  or use in any
               commercial manner, any Trade Secret;

          (b)  advise  or in any  way  solicit  or  encourage  any  of  United's
               customers  to   discontinue   or  curtail  their   business  with
               Purchaser;

          (c)  assist or  encourage  any  person or firm  engaged in whole or in
               part  in  any  business  that  is  substantially  similar  to the
               Business to solicit the United's customers; or

          (d)  make or publish false or disparaging  remarks regarding Purchaser
               or any of the products or services provided by the Business.

Sellers agree that in the event of any breach of the restrictions  imposed under
this Section with respect to any customer,  the restrictive  period described in
this  Section,  as it relates to such  customer,  shall be  extended  for a like
period  beginning on the date on which each and all of Sellers cease the conduct
which  gives  rise to such  breach.  For  purposes  of this  Section,  the  term
"customer" shall mean only such customers with which United transacted  business
during the three (3) year period  immediately  preceding the Closing  Date,  and
shall also include any business or company  which  acquires,  is acquired by, or
merges with any such  customer  (whether  in a  transaction  involving  stock or
assets) during the period that the  restrictions  imposed by this Section remain
in effect and for the duration of such period.

     Section  5.2.  Noncompetition  Agreement.  In order to  protect  the  Trade
Secrets,



<PAGE>


and as a further inducement for Purchaser to enter into this Agreement,  Sellers
agree that,  for a period of five (5) years  following  the Closing  Date,  they
shall not (except in the proper.  performance  of duties under any employment or
consulting  agreements with Purchaser) operate,  manage, own any interest in, or
be  employed  by any  person or firm  engaged  in whole or in part in a business
substantially  the  same as the  Business,  anywhere  in the  United  States  of
America;  provided,  however,  that  nothing  contained  in this  Section  shall
prohibit  Sellers from  engaging in the  businesses  described in Schedule  5.2.
Sellers agree that in the event of any breach of the restrictions  imposed under
this Section, the restrictive period described in this Section shall be extended
for a like period  beginning on the date on which each and all of Sellers  cease
the conduct which gives rise to such breach.

     Section 5.3. Enforcement of Restrictive Provisions. Sellers acknowledge and
agree that:

          (a)  The  restrictions  set forth in Sections 5.1 and 5.2,  including,
               but not limited to, the time periods and geographic  limitations,
               are reasonable and appropriate.  The parties further  acknowledge
               that such  restrictions  are necessary for the  protection of the
               Trade Secrets acquired by Purchaser under this Agreement.

          (b)  In the event that any of the  provisions  of  Section  5.1 or 5.2
               relating to the  geographic  area of  restriction,  the period of
               restriction or the scope of such restriction  shall be determined
               by any court of  competent  jurisdiction  to exceed  the  maximum
               enforceable  area,  period  or  scope,  the  geographic  area  of
               restriction,  the  period  of  restriction,  and the scope of the
               restriction,  as  applicable,  shall be deemed to be the  maximum
               enforceable  area,  period and scope, and such court is expressly
               authorized by the parties to reform this Agreement to so provide.

          (c)  In the event that any  provision  of Section  5.1,  5.2 or 5.3 is
               held to be  unenforceable  or invalid  by any court of  competent
               jurisdiction,  and not subject to  reformation  under  subsection
               (b), such  provision  shall be deemed severed from this Agreement
               and the  remaining  provisions  shall  continue in full force and
               effect to the same  extent as if such  invalid  or  unenforceable
               provision had not been included in this Agreement.

          (d)  In the event of a breach by Sellers of any of the  provisions  of
               Section 5.1 or 5.2 of this  Agreement,  the damages  sustained by
               Purchaser  would be impossible to ascertain with  certainty,  and
               Purchaser would have no adequate remedy at law.  Purchaser shall,
               therefore,  be entitled to  injunctive  relief,  without bond, to
               restrain  any  such  breach  or  threatened  breach  by  Sellers;
               provided, however, that nothing contained in this Agreement shall
               operate to preclude  Purchaser  from  pursuing  any other  lawful
               remedies  available  in the  event of any  actual  or  threatened
               breach of any  provision of this  Agreement.  Purchaser  shall be
               entitled to an award of its costs,  expenses and attorneys'  fees
               incurred  in   successfully   enforcing   its  rights  under  the
               provisions  of  Section  5.1 or 5.2,  including  any  action  for
               injunctive relief.

          (e)  The  provisions  of  Sections  5.1,  5.2 and 5.3  shall be deemed
               independent



<PAGE>


               of any other  provision of this  Agreement,  and the existence of
               any claim or cause of action by Sellers  against  Purchaser shall
               not  constitute a defense to the  enforcement of said sections by
               Purchaser.

The  provisions  of Sections  5.1, 5.2 and 5.3 shall inure to the benefit of the
successors  of  Purchaser.  The  liability of each  Shareholder  relating to any
breach of Section 5.1 or 5.2 of this  Agreement  shall be several and not joint,
and no Shareholder shall be liable for a breach by any other Shareholder of such
Sections.

     Section 5.4 ' Employment of Gary H. Stanley  Purchaser shall employ Gary H.
Stanley on the terms and conditions on such terms as are mutually  acceptable to
them.

     Section  5.5.  Employment  of  Stockholders.  Purchaser  may,  in its  sole
discretion, elect to employ any of the Stockholders on such terms and conditions
as may be mutually satisfactory to Purchaser and any such Stockholder.

     Section 5.6.  Conduct of Business in Normal Course through Closing Date. In
the event that the date of execution  of this  Agreement is not the Closing Date
then, at all times through and including the Closing Date, Sellers shall:

          (a)  carry  on  the  Business  and   activities   diligently   and  in
               substantially the same manner as the Business previously has been
               carried  on,  and  consistent   with  the   representations   and
               warranties set forth in Section 3.14;

          (b)  not  institute  any  new  methods  of  purchase,   sale,   lease,
               management,  accounting  or operation  that will vary  materially
               from  the  methods  used by the  Sellers  as of the  date of this
               Agreement; and

          (c)  maintain  their  books  and  records  in  accordance   with  past
               practices.

     Section 5.7. Further  Cooperation.  At all times from and after the Closing
Date, the parties shall cooperate as follows:

          (a)  Sellers shall,  upon the request and at the expense of Purchaser,
               and  Purchaser  shall,  upon the  request  and at the  expense of
               Sellers,  promptly  execute and deliver such further  instruments
               and other  documents,  and perform or cause to be performed  such
               further  acts,  as may be  reasonably  required  to  evidence  or
               effectuate  the  sale,  conveyance,   transfer,  assignment,  and
               delivery  hereunder  of the  Assets  and  the  Real  Estate,  the
               assumption by Purchaser of the Contracts,  Plans and  liabilities
               set forth in Schedule 2.6, the  performance by the parties of any
               of their other respective  obligations under this Agreement,  and
               to carry out the purposes and intent of this Agreement.

          (b)  Purchaser  shall  retain  possession  of all  files  and  records
               transferred  to  Purchaser  pursuant  to  Section  1.5(d) of this
               Agreement  for a period of seven (7) years from the Closing Date.
               In addition,  from and after the Closing  Date,  upon  reasonable
               notice and during normal business hours,  Purchaser shall provide
               access to Sellers  and their  attorneys,  accountants,  and other
               representatives, at Sellers' expense, to such files



<PAGE>


               and records as Sellers may reasonably  deem necessary to properly
               prepare for, file, prove,  answer,  prosecute,  and/or defend any
               claims,  demands,  actions  or  proceedings,  including,  but not
               limited to, any tax return, audit, inquiry or protest;  provided,
               however,  that Sellers shall conduct any review or examination of
               such  documents  in such  manner  as to avoid  interference  with
               Purchaser's conduct of the Business.  In the event that Purchaser
               at any time  proposes  to  dispose of such  documents,  Purchaser
               shall give  Sellers  twenty  (20) days  advance  written  notice,
               during which period Sellers may elect,  at Sellers' sole cost and
               expense to take possession of and remove such documents.

     Section 5.8.  Retention of  Employees.  Purchaser  acknowledges  that it is
Purchaser's intent to hire substantially all of United's  employees,  other than
the Shareholders,  immediately  following the Closing Date;  provided,  however,
that the status of such  employees  shall be  "employees-at-will,"  and  nothing
contained in this  Agreement  shall  operate to bestow any  employment  or other
rights on any such employees.

     Section  5.9.  Corporate  Name.  Sellers  shall take such actions as may be
necessary  to cause  United to change its  corporate  name  within ten (10) days
following the Closing Date, and shall thereafter discontinue all use of the name
"United Expressline" or any substantially  similar name. Sellers shall also take
such actions as may be necessary to cause United Specialties, Inc. to modify its
current logo, so as to eliminate any similarity  with the logo currently used by
United;  provided,  however,  that  nothing  contained in this  Agreement  shall
require  United  Specialties,  Inc.  to  change  or  discontinue  the use of its
corporate name.

     Section 5.10. Race Team  Sponsorship.  The parties  acknowledge that United
has sponsored a certain motor vehicle  racing team (the "Team"),  and that it is
the intent of WEJ to  continue  to operate  the Team for some  period  after the
closing  date.  Purchaser  agrees to sponsor the Team from and after the Closing
Date, in accordance with the following:

          (a)  Purchaser,  operating  under the name  United  Expressline,  Inc.
               shall be  denominated  as the primary Team sponsor,  and the Team
               shall be known as the United  Expressline  Racing Team.  The name
               United  Expressline  shall be  featured  prominently  (in type at
               least 50% larger than the name of any other  sponsor of the Team)
               on  each  vehicle,  on the  trailers  used  by the  Team,  on the
               drivers'  racing  helmets  and  clothing,   and  in  any  printed
               materials used or distributed by the Team.

          (b)  Purchaser  shall  pay to the  Team the sum of Four  Thousand  One
               Hundred  Sixty-Six  Dollars and Sixty-Seven Cents ($4,166.67) for
               each calendar  month  following the Closing Date,  for so long as
               Purchaser's  sponsorship continues under this Section;  provided,
               however,  that such payment  shall be prorated in the case of any
               partial  calendar month.  Such payment shall be made by Purchaser
               as of the last day of each such calendar month, in arrears.

          (c)  Purchaser and WEJ shall enter into a lease  providing for the use
               by the Team of certain living quarters located on the Real Estate
               at a rental rate of One Dollar  ($1.00) per year,  with Purchaser
               to  bear  the  cost  of the  insurance,  taxes,  maintenance  and
               utilities



<PAGE>


               associated with such residences. The terms of such lease shall be
               as more  particularly  described in Exhibit B of this  Agreement,
               which terms shall provide for the  indemnification  of Purchaser,
               its  officers,  directors  and  employees,  from and  against any
               liability  not covered by  Purchaser's  insurance  relating to or
               arising out of the  construction of the living  quarters  without
               securing  the proper  permits,  and the  failure  of such  living
               quarters to meet applicable building or safety codes.

          (d)  Purchaser's  sponsorship  of the Team shall continue for a period
               of ten (10) years  following the Closing Date of this  Agreement,
               or until WEJ (or a corporation  that is majority  owned by any or
               all of the Shareholders)  ceases to own the Team, whichever first
               occurs.  Upon  expiration  of such  sponsorship,  the  rights and
               obligation of the parties under this Section shall  terminate and
               be of no further force or effect.

     Section 5.11. Coverage of United on Purchaser's  Insurance.  United may, at
its sole cost and expense,  continue  coverage as an  additional  named  insured
under such of Purchaser's  liability  insurance coverages as United may elect by
written notice to Purchaser. In the event United makes such an election,  United
shall remit to Purchaser, upon demand, the amount by which the premiums for such
insurance coverage exceed the premium which would have been charged to Purchaser
if United  had not  elected  such  coverage.  The  right of  United to  continue
coverage  under this Section shall  continue until the earliest of the following
dates:  (a) the date which is the tenth (10th)  anniversary of the Closing Date;
(b) the date on which United resumes any active business operations;  or (c) the
fifth (5th) day after written  notice by Purchaser to United of the  non-payment
of any amount due  Purchaser  under this  Section,  if such failure has not been
fully cured as of such date.

                                   ARTICLE VI
                          SELLERS'CONDITIONS TO CLOSING

     The  obligation  of Sellers to proceed with the Closing shall be subject to
the fulfillment at or prior to the Closing Date of the following conditions:

     Section  6.1.  Representations  and  Warranties.  The  representations  and
warranties  of  Purchaser  set forth  herein  shall be true and  correct  in all
material respects as of the Closing Date.

     Section  6.2.  Performance  and  Document  Delivery.  Purchaser  shall have
performed in all material respects, at or prior to the Closing Date, all acts in
accordance with its covenants set forth herein,  including,  but not limited to,
delivery to Sellers of the following documents:

          (a)  A certificate of good standing regarding  Purchaser  certified by
               the Secretary of State of Indiana;

          (b)  A  certificate  dated as of the  Closing  Date  signed  by a duly
               authorized



<PAGE>


               officer of Purchaser,  certifying  that the  representations  and
               warranties of Purchaser set forth in this  Agreement are true and
               correct in all material  respects as of the Closing Date and that
               Purchaser has fulfilled all of the conditions of this Article VI;

          (c)  Resolutions  adopted  by the  board of  directors  of  Purchaser,
               approving  the  execution,   delivery  and  performance  of  this
               Agreement and the consummation of the  transactions  contemplated
               hereby, certified by a duly authorized officer of Purchaser;

          (d)  An incumbency certificate,  executed by a duly authorized officer
               of Purchaser,  certifying  the identity of the  individuals  with
               authority to execute this Agreement on behalf of Purchaser; and

          (e)  Schedule 4.2.

     Section 6.3. Opinion of Counsel.  Purchaser shall have delivered to Sellers
an opinion of counsel to Purchaser, dated the Closing Date, in a form reasonably
acceptable to counsel for Sellers.

     Section  6.4.  No  Injunction  . No  action  proceeding,  investigation  or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain,  prohibit or obtain
substantial damages in respect of, or which is related to or arises out of, this
Agreement or the consummation of the transactions  contemplated hereby, or which
is related to or arises out of the business or operations of Purchaser,  if such
action, proceeding,  investigation or legislation, in the reasonable judgment of
Sellers  or  their  counsel,  would  make  it  inadvisable  to  consummate  such
transactions.

                                   ARTICLE VII
                        PURCHASER'S CONDITIONS TO CLOSING

     The  obligations  of Purchaser to proceed with the Closing shall be subject
to the fulfillment at or prior to the Closing Date of the following conditions:

     Section 7.1. Due Diligence Review;  Delivery of Schedules.  Purchaser shall
have completed, and in its sole discretion be satisfied with the results of, its
due diligence review of the operations and financial condition of the Companies.
Sellers shall have  delivered to Purchaser  the Schedules  referenced in Article
III of this Agreement,  and such Schedules shall be satisfactory to Purchaser in
its sole discretion.

     Section  7.2.  Representations  and  Warranties.  The  representations  and
warranties of Sellers contained in this Agreement, or any document or instrument
delivered  to  Purchaser  hereunder,  shall be true and correct in all  material
respects as of the Closing Date.

     Section 7.3. Performance and Document Delivery, Generally Sellers shall



<PAGE>


have  performed in all material  respects,  at or prior to the Closing Date, all
acts in accordance with their covenants herein,  including,  but not limited to,
delivery to Purchaser of the following documents:

          (a)  Good  standing  certificates  regarding  each  of the  Companies,
               certified by the Secretary of State of Indiana;

          (b)  A certificate dated as of the Closing Date signed by Shareholders
               and a duly authorized  officer of the Companies,  certifying that
               the  representations  and warranties of Sellers set forth in this
               Agreement are true and correct in all material respects as of the
               Closing  Date  and  that  Sellers  have   fulfilled  all  of  the
               conditions of this Article VII;

          (c)  Resolutions  adopted by the boards of directors of the  Companies
               approving  the  execution,   delivery  and  performance  of  this
               Agreement and the consummation of the  transactions  contemplated
               hereby, certified by a duly authorized officer;

          (d)  An incumbency certificate,  executed by a duly authorized officer
               of the Companies, certifying the identity of the individuals with
               authority to execute this Agreement on behalf of the Companies;

          (e)  All books and  records  of the  Companies  described  in  Section
               1.5(d), and such other documents as shall be reasonably requested
               by  Purchaser  (but  excluding  those books and records  that are
               Excluded Assets); and

          (f)  Any documents of title  necessary for the lawful  transfer of any
               of the Assets.

     Section7.4.  Performance and Document Delivery with Respect to Real Estate.
Sellers shall, at their sole expense, deliver to Purchaser the following:

          (a)  A duly  executed  Corporate  Warranty Deed for each parcel of the
               Real Estate;

          (b)  Owner's   policies  of  title  insurance  (the  "Title  Insurance
               Policies")  for the Real  Estate from a title  insurance  company
               reasonably   acceptable  to  Purchaser  (the  "Title   Company"),
               insuring  good  and  marketable  title  to  the  Real  Estate  in
               Purchaser as of the Closing Date, which Title Insurance  Policies
               shall  be in a form  acceptable  to  Purchaser,  and  free of all
               standard  policy  exceptions  other  than  exceptions  for survey
               matters.  If any  defect  cannot  be  removed  prior to  Closing,
               Purchaser  may, at its sole option,  terminate  this Agreement or
               agree with Sellers  upon a reduction in the Real Estate  Purchase
               Price based upon the diminution in the reduced value to Purchaser
               caused by the defect. The Title Insurance Policies,  in addition,
               shall not be  subject  to any  taxes or  assessments  other  than
               current,  non-delinquent  real estate taxes and assessments.  The
               Title Insurance  Policies shall insure current zoning of the Real
               Estate in zoning endorsements,



<PAGE>


               specifically stating that the current uses of the Real Estate are
               permitted uses under the applicable zoning classifications, shall
               insure  access  to  publicly  dedicated,  constructed,  and  open
               rights-of-way,  and shall insure the  contiguity  of any separate
               parcels  comprising  the  Owned  Premises.  The  Title  Insurance
               Policies  shall be in amounts  acceptable  to  Purchaser  and its
               Lenders;

          (c)  Duly authorized Vendor's  Affidavits  acceptable to Purchaser and
               the Title Company;

          (d)  If applicable,  Disclosure of Sales  Information Forms acceptable
               to Purchaser and the Title Company,

          (e   ) A  certificate  of an officer of J.J.M.  that no  disclosure is
               required  pursuant to the Indiana  Responsible  Property Transfer
               Law (or any comparable  statute of any other state),  or delivery
               of the disclosure document, if required;

          (f)  Any other  documentation  that may be reasonably  required by the
               Title  Company  in  order  to  insure  Purchaser  with  good  and
               marketable title to the Real Estate.

     Section  7.5.  No  Adverse  Change.  There  shall not have been any  change
between the Financial  Statement Date and the Closing Date which has had or will
have a Material Adverse Effect on the business, operations, financial condition,
assets  or  prospects  of the  Companies,  and a  certificate  shall  have  been
delivered to Purchaser to such effect signed by Sellers.

     Section 7.6.  Opinion of Counsel.  Purchaser shall have been furnished with
an opinion of counsel to Sellers,  dated the Closing Date, in a form  reasonably
satisfactory  to counsel for Purchaser,  and to the Lenders.  Such opinion shall
also be addressed to the Lenders.

     Section  7.7.  Consents  and  Approvals.  Sellers  shall have  obtained all
necessary  consents  and  approvals,  in  form  and  substance  satisfactory  to
Purchaser,  required under all leases and other material contracts pertaining to
the assets or the  business of the  Companies  and  satisfying  any  approval or
permit or  licensing  requirements  for  consummation  of this  transaction  and
necessary  to carry on the business of the  Companies  as it is currently  being
conducted.

     Section  7.8.  No  Injunction.  No  action,  proceeding,  investigation  or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain,  prohibit or obtain
substantial damages in respect of, or which is related to or arises out of, this
Agreement or the consummation of the transactions  contemplated hereby, or which
is related to or arises out of the business or operations of the  Companies,  if
such  action,  proceeding,  investigation  or  legislation,  in  the  reasonable
judgment of Purchaser or its counsel,  would make it  inadvisable  to consummate
such transactions.



<PAGE>


     Section 7.9.  Financing.  Purchaser  shall have  secured  financing in such
amounts and upon such terms as Purchaser reasonably determines,  and the Lenders
shall have released to Purchaser the proceeds of such financing.

                                  ARTICLE VIII
                                 INDEMNIFICATION

     Section 8.1.  Indemnification  of Purchaser.  Sellers jointly and severally
agree to indemnify and hold harmless  Purchaser (and each shareholder,  officer,
director,  employee  or agent  of  Purchaser),  and  their  respective  estates,
successors, and assigns (each a "Purchaser Indemnified Party"), from and against
any and all  claims,  losses,  damages,  liabilities  and  expenses  (including,
without  limitation,  settlement  costs  and any  legal  or other  expenses  for
investigating  or defending  any actions or threatened  actions) (the  "Losses")
reasonably incurred by such Purchaser Indemnified Party as a result of:

          (a)  the  untruth,  inaccuracy  or  breach  of any  representation  or
               warranty made by the Sellers in the Agreement;

          (b)  the  nonfulfillment  or  breach  of any  covenant,  agreement  or
               obligation of Sellers contained in the Agreement;

          (c)  any and all  amounts of  federal,  state,  and/or  local  income,
               franchise,  property,  and/or  sales  and use  taxes  that may be
               assessed  against  Purchaser  with respect to any taxable  period
               ending  on  or  before  the  Closing  Date  for  which   adequate
               provisions  therefor has not been made through the Closing  Date,
               as  reflected  on the  Companies'  books  of  account  and in the
               Companies'  Financial  Statements as of the Closing Date; and the
               amount of any interest and/or penalties that may be assessed with
               respect to said tax assessments; or

          (d)  any claim  demand,  action,  damages,  costs,  expenses  or other
               liabilities  of any kind  relating to or arising out of any goods
               manufactured  or services  provided by any of the Companies on or
               before the Closing Date, including, but not limited to, any claim
               alleging negligence, strict liability or breach of contract.

Any  other  provision  of  this  Article  notwithstanding,   Sellers'  indemnity
obligations  to the  Purchaser  Indemnified  Parties  shall  be  subject  to the
following  limitations:  (1) Sellers  shall not be obligated  to  indemnify  any
Purchaser Indemnified Party unless and until the total of all Losses incurred by
the  Purchaser  Indemnified  Parties  exceeds  the sum of Two  Hundred  Thousand
Dollars  ($200,000.00),  and then only for the  amount in excess of Two  Hundred
Thousand  Dollars  ($200,000.00),  and (2) Sellers  shall have no  obligation to
indemnify any Purchaser  Indemnified Party for Losses sustained by the Purchaser
Indemnified  Parties  for such  portion  of the  aggregate  amount of all Losses
sustained by all Purchaser Indemnified Parties, collectively, as exceeds the sum
of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00).  No indemnity
shall be required  with respect to any claim of breach or alleged  breach of any
warranty or representation



<PAGE>


presented after such representation or warranty has expired pursuant to the
terms of Section 3.28, except for claims of fraud to the extent provided in
Section 3.28.

     Section 8.2. Indemnification of Sellers. Purchaser shall indemnify and hold
harmless Sellers (and each shareholder,  officer, director, employee or agent of
the Companies),  and their respective estates,  successors,  and assigns (each a
"Seller  Indemnified  Party")  from and  against  any and all Losses  reasonably
incurred by such Seller Indemnified Party as a result of:

          (a)  the  untruth,  inaccuracy  or  breach  of any  representation  or
               warranty made by the Purchaser in the Agreement;

          (b)  the  nonfulfillment  or  breach  of any  covenant,  agreement  or
               obligation of Purchaser contained in the Agreement; and

          (c)  any debts or other  liabilities  owed to any  person or firm with
               respect to goods or services  ordered or  purchased  by Purchaser
               after the Closing Date.

Any other  provision  of this  Article  notwithstanding,  Purchaser's  indemnity
obligations to the Seller Indemnified Parties shall be subject to the following:
(1) Purchaser shall not be obligated to indemnify any Seller  Indemnified  Party
unless and until the total of all  Losses  incurred  by the  Seller  Indemnified
Parties exceeds the sum of Two Hundred Thousand Dollars ($200,000.00),  and then
only for the amount in excess of Two Hundred Thousand Dollars ($200,000.00), (2)
Purchaser shall have no obligation to indemnify any Seller Indemnified Party for
Losses  sustained  by the Seller  Indemnified  Parties  for such  portion of the
aggregate  amount of all Losses  sustained  by all Seller  Indemnified  Parties,
collectively,  as exceeds  the sum of One Million  Two  Hundred  Fifty  Thousand
Dollars  ($1,250,000.00);  and (3) paragraphs (1) and (2) of this sentence shall
not apply  with  respect  to  Purchaser's  failure  or refusal to pay all or any
portion  of  the  Asset  Purchase  Price  or the  Real  Estate  Purchase  Price,
including, but not limited to, any amount due under the Note. No indemnity shall
be  required  with  respect  to any  claim of breach  or  alleged  breach of any
warranty or representation  presented after such  representation or warranty has
expired  pursuant to the terms of Section 4.9, except for claims of fraud to the
extent provided in Section 4.9.

     Section   8.3.   Notification.   Whenever   any  claim   shall   arise  for
indemnification  hereunder,  the Indemnified Party shall notify the indemnifying
party promptly after such  Indemnified  Party has actual  knowledge of the facts
constituting  the basis for such claim,  except that,  in the event of any claim
for indemnification  hereunder resulting from or in connection with any claim or
legal  proceedings by a third party,  such  Indemnified  Party shall give prompt
notice to the  indemnifying  party of such  claim or the  commencement  of legal
proceedings in respect of which recovery may be sought against the  indemnifying
party pursuant to the provisions of this Article. The notice to the indemnifying
party shall  specify,  if known,  the amount or an estimate of the amount of the
liability  arising  therefrom.   The  Indemnified  Party  shall  not  settle  or
compromise any such claim without the prior written consent of the  indemnifying
party unless suit shall have been instituted



<PAGE>


against the Indemnified Party and the indemnifying party shall have failed,
within fifteen (15) days after notice of institution of the suit, to take
control of such suit as provided in Section 8.4.

     Section 8.4.  Defense of Actions.  In connection with any claim giving rise
to  indemnity  hereunder  resulting  from or  arising  out of any claim or legal
proceeding by a person who is not a party to this  Agreement,  the  indemnifying
party, at its sole cost and expense, may, upon written notice to the Indemnified
Party, assume the defense of such claim or legal proceeding,  to the extent that
the indemnifying  party admits in writing its liability to the Indemnified Party
with respect to all material elements thereof. If the indemnifying party assumes
the  defense  of any such  claim or legal  proceeding,  the  obligations  of the
indemnifying  party  hereunder  as to such  claim or legal  proceeding  shall be
limited to taking all steps  necessary in the defense or settlement  thereof and
to holding the Indemnified Party harmless from and against any losses,  damages,
expenses,  or liability  caused by or arising out of any settlement  approved by
the  indemnifying  party or any judgment in connection  with such claim or legal
proceeding  Each  Indemnified  Party  agrees  that it will  cooperate  with  the
indemnifying  party in the defense of any such  action,  the defense of which is
assumed by the  indemnifying  party.  Except with the consent of the Indemnified
Party,  the  indemnifying  party shall not consent to the entry of any  judgment
arising from any such claim or legal  proceeding  which,  in each case, does not
include as an  unconditional  term thereof the delivering by the claimant or the
plaintiff to the  Indemnified  Party of a release from all  liability in respect
thereof,  unless the  indemnifying  party has actually  paid to the  Indemnified
Party the full amount of such judgment or settlement.  If the indemnifying party
does not assume the defense of any claim or litigation,  any  Indemnified  Party
may  defend  against  such  claim or  litigation  in such  manner as it may deem
appropriate,  including,  but not limited to, settling such claim or litigation,
after giving notice of the same to the indemnifying  party, on such terms as the
indemnified  Party may deem  appropriate.  The indemnifying  party will promptly
reimburse the Indemnified Party in accordance with the provisions hereof.

     Section 8.5.  Payment.  All  indemnification  under this  Article  shall be
effected by payment of cash or delivery of a certified or official bank check in
the amount of the indemnification  liability,  or by set-off against any amounts
otherwise  owed by Purchaser to Sellers or by Sellers to Purchaser,  as the case
may be.

                                   ARTICLE IX
                              ADDITIONAL PROVISIONS

     Section  9.1.   Notices.   All  notices,   requests,   consents  and  other
communications  hereunder shall be in writing and shall be personally delivered,
mailed by first-class  registered or certified  mail,  postage  prepaid,  return
receipt requested or delivered by an overnight courier service,  delivery charge
prepaid:




<PAGE>

          (a)           If to Purchaser, to:

                        Timothy S. Durham
                        Obsidian Capital Partners, LLC
                        111 Monument Circle, Suite 3680
                        Indianapolis, Indiana 46204

                        with a copy to:

                        John L. Egloff
                        Riley Bennett & Egloff
                        Box 82035
                        One American Square
                        Indianapolis, Indiana 46282

           (a)          If to Sellers, to:

                        Warren E. Johnson and Mary J. Johnson
                        10380 James Street
                        White Pigeon, Michigan 49099

                        Warren F. Johnson
                        28845 Thomas Road
                        White Pigeon, Michigan 49099

                        Andrew O. Johnson
                        21671 Durham Way
                        Bristol, Indiana 46507

                        with a copy to:

                        Michael A. Pianowski
                        Sanders & Pianowski, LLP
                        401 West High Street
                        Elkhart, Indiana 46516

or at such other  addresses as maybe  furnished to the parties by written notice
given as provided in this Section.

     Section 9.2.  Severability Should any one or more of the provisions of this
Agreement or any  agreement  entered into  pursuant  hereto be  determined to be
illegal or unenforceable,  all other provisions of this Agreement and such other
agreements  shall be given effect  separately  from the  provision or provisions
determined to be illegal or unenforceable and shall not be affected thereby.

     Section 9.3.  Governing Law:  Venue.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Indiana,  without regard to
its conflicts of law principles.  The parties agree that venue for any action or
proceeding



<PAGE>


brought by any party  relating to or arising out of this  Agreement  or the Note
shall lie  exclusively  with the circuit or superior  courts of Elkhart  County,
Indiana,  or the U. S. District Court for the Northern District of Indiana,  and
each party expressly consents to such venue and waives its right to maintain any
such action or proceeding in any other forum.

     Section 9.4. Further Assurances. Each party covenants that at any time, and
from  time  to  time,  after  the  Closing,  it  will  execute  such  additional
instruments  and take such actions as may be  reasonably  requested by the other
parties to confirm or perfect or  otherwise to carry out the intent and purposes
of this Agreement.

     Section 9.5  Modifications;  Waiver.  Neither this  Agreement  nor any term
hereof may be  changed,  waived,  discharged  or  terminated,  except in writing
signed by the parties hereto. No waiver of any provision of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision,  whether or not
similar, nor shall any waiver constitute a continuing waiver.

     Section  9.6  Assignment.  Purchaser  may  assign  its  rights  under  this
Agreement to any affiliated entity,  and may collaterally  assign to its Lenders
its  rights  with  respect to the  representations,  warranties,  covenants  and
indemnities  made or  granted  to  Purchaser  under  this  Agreement.  Except as
provided in the preceding  provisions of this Section,  this Agreement shall not
otherwise be assignable by any of the parties hereto without the written consent
of all other parties.

     Section 9.7 Binding Effect. All of the terms of this Agreement,  whether so
expressed or not, shall be binding upon the respective personal representatives,
successors-and  assigns of the parties  hereto and shall inure to the benefit of
and be enforceable by the respective  personal  representatives,  successors and
assigns of the parties hereto.

     Section 9.8 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     Section 9.9  Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     Section   9.10   Survival   of   Representations   and   Warranties.    The
representations  and warranties of the parties  contained in the Agreement shall
survive the Closing and shall not be extinguished  thereby  notwithstanding  any
investigation or other examination by any party.

     Section9.11 Construction of Terms. The language used in the Agreement shall
be  construed,  in all  cases,  according  to its fair  meaning,  and not for or
against  either  party  hereto.  The  parties  acknowledge  that each  party has
reviewed this Agreement and that normal rules of construction to the effect that
any ambiguities are to be resolved against



<PAGE>


the  drafting  party  shall  not be  employed  in  the  interpretation  of  this
Agreement.  Whenever the masculine gender is used herein,  it shall be deemed to
include the feminine and the neuter.

     Section 9.12. Entire Agreement. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ
THIS AGREEMENT,  UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.  The parties
further  acknowledge  that  this  Agreement  and the other  documents  delivered
pursuant  hereto  constitute  the entire  agreement  and  understanding  between
Sellers and  Purchaser,  superseding  and  canceling  all prior  agreements  and
understandings  relating to the subject matter hereof,  whether written or oral.
Each party has had adequate  opportunity to consult with legal,  financial,  tax
and other advisors prior to its execution of this Agreement.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
dates set forth opposite their respective signatures.

                                 "SHAREHOLDERS"

/s/ Warren E. Johnson    6/5/01
Warren E. Johnson                                       /s/ Mary J. Johnson
                             (Date)                     Mary J. Johnson

/s/ Warren F. Johnson    6/5/01
Warren F. Johnson                                       /s/ Andrew O. Johnson
                                        (Date)          Andrew O. Johnson
                                        (Date)

                                   "COMPANIES"

United Expressline, Inc.                        J.J.M., Incorporated

By:  /s/ Warren E. Johnson     6/5/01           By: /s/ Warren E. Johnson
Warren E. Johnson, Chairman              (Date)     Warren E. Johnson, Chairman
                                         (Date)



<PAGE>


                                   "PURCHASER"

United Acquisition, Inc.

By:_________________________
Its:  Chairman
Date:  June 6, 2001


</TEXT>
</DOCUMENT>
