BOYD BROS TRANSPORTATION INC
SECURITY AGREEMENT- WTI AND AMSOUTH BANK
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g72634ex10-2.txt
<DESCRIPTION>SECURITY AGREEMENT- WTI AND AMSOUTH BANK
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                               SECURITY AGREEMENT
                                    (General)


         THIS SECURITY AGREEMENT (GENERAL) ("this Agreement") dated as of May 1,
2001 is between WELBORN TRANSPORT, INC., an Alabama corporation, as debtor (the
"Grantor"), and AMSOUTH BANK, an Alabama banking corporation, as secured party
(the "Lender").

                                    RECITALS

         Capitalized terms used in these Recitals have the meanings defined for
them above or in Section 1.2. The Grantor and Boyd Brothers Transportation, Inc.
(together, the "Borrower") has requested that the Lender extend Credit to the
Borrower under the Credit Documents. To secure the Obligations, and to induce
the Lender to extend Credit to the Borrower under the Credit Documents, the
Grantor has agreed to execute and deliver this Agreement to the Lender.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing Recitals, and to
induce the Lender to extend Credit to the Borrower under the Credit Documents,
the Grantor agrees with the Lender as follows:

                                    ARTICLE 1

                      RULES OF CONSTRUCTION AND DEFINITIONS

         SECTION 1.1 RULES OF CONSTRUCTION. This Agreement is subject to the
rules of construction set forth in the Credit Agreement described in Exhibit A.

         SECTION 1.2 DEFINITIONS. As used in this Agreement, capitalized terms
that are not otherwise defined herein have the meanings defined for them in the
Credit Agreement described in Exhibit A and the following terms are defined as
follows:

         (a) Unless otherwise defined herein, terms used in this Agreement that
are defined in Article 9 of the Alabama Uniform Commercial Code have the
meanings defined for them therein.

         (b) ACCOUNT DEBTOR includes any buyer or lessee of Inventory from the
Grantor, any customer for whom services are rendered or materials furnished by
the Grantor and any other person obligated to the Grantor on an Account.


<PAGE>
         (c) ACCOUNTS means any and all rights of the Grantor to the payment of
money, whether or not evidenced by an instrument or chattel paper and whether or
not earned by performance, including a right to payment for goods sold or leased
or for services rendered by the Grantor and a right to any amount payable under
a Contract.

         (d) CONTRACTS means all Leases, requisitions, purchase orders,
documents, instruments and chattel paper of the Grantor, including any of the
same that relate to any Equipment, Fixtures, Inventory, General Intangibles or
other property described in the granting clauses set out in Section 2.1, or
secure any Accounts, or in connection with which Accounts exist or may be
created.

         (e) DEPOSIT ACCOUNTS means all bank accounts and other deposit accounts
and lock boxes of the Grantor, including any of the same established for the
benefit of the Lender.

         (f) EQUIPMENT means all of the Grantor's equipment, machinery,
furniture, furnishings, vehicles, tools, spare parts, materials, supplies, store
fixtures, leasehold improvements and all other goods of every kind and nature
(other than Inventory and Fixtures).

         (g) EVENT OF DEFAULT is defined in Section 6.1. An Event of Default
"exists" if the same has occurred and is continuing.

         (h) FIXTURES means all goods of the Grantor that become so related to
particular real estate that an interest in them arises under real estate law.

         (i) GENERAL INTANGIBLES means all choses in action, causes of action
and other assignable intangible property of the Grantor of every kind and nature
(other than Accounts and Contracts), including corporate, partnership, limited
liability company and other business records, good will, inventions, designs,
patents, patent applications, trademarks, trade names, trade secrets, service
marks, logos, copyrights, copyright applications, registrations, software,
licenses, permits, franchises, tax refund claims, insurance policies and rights
thereunder (including any refunds and returned premiums) and any collateral,
guaranty, letter of credit or other security held by or granted to the Grantor
to secure payment of Accounts and Contracts.

         (j) INVENTORY means all goods, merchandise and other personal property
held by the Grantor for sale or lease or furnished or to be furnished by the
Grantor under contracts of service or otherwise, raw materials, parts, finished
goods, work-in-process, scrap inventory and supplies and materials used or
consumed, or to be used or consumed, in the Grantor's present or any future
business, and all such property returned to or repossessed or stopped in transit
by the Grantor, whether in transit or in the constructive, actual or exclusive
possession of the Grantor or of the Lender or held by the Grantor or any other
person for the Lender's account and wherever the same may be located, including
all such property that may now or hereafter be located on the premises of the
Grantor or upon any leased location or upon the premises of any carriers,
forwarding agents, warehousemen, vendors, selling agents, processors or third
parties.

         (k) LEASES means (1) all leases and use agreements of personal property
entered into by the Grantor as lessor with other persons as lessees, and all
rights of the Grantor under such leases and



                                      -2-
<PAGE>

agreements, including the right to receive and collect all rents and other
moneys (including security deposits) at any time payable under such leases and
agreements, whether paid or accruing before or after the filing of any petition
by or against the Grantor under the federal Bankruptcy Code; and (2) all leases
and use agreements of personal property entered into by the Grantor as lessee
with other persons as lessor, and all rights, titles and interests of the
Grantor thereunder, including the leasehold interest of the Grantor in such
property and all options to purchase such property or to extend any such lease
or agreement.

         (l) PERMITTED CONTEST means any appropriate proceeding conducted in
good faith by the Grantor to contest any tax, assessment, charge, Lien or
similar claim, during the pendency of which proceeding the enforcement of such
tax, assessment, charge, Lien or claim is stayed; provided that the Grantor has
set aside on its books or, if required by the Lender, deposited as cash
collateral with the Lender, adequate cash reserves to assure the payment of any
such tax, assessment, charge, Lien or claim.

         (m) PROPERTY is defined in Section 2.1.

         (n) SECURITY DOCUMENTS means all Credit Documents that now or hereafter
grant or purport to grant to the Lender any guaranty, collateral or other
security for any of the Obligations.

         (o) TANGIBLE PROPERTY means all Equipment, Fixtures, Inventory and
other tangible personal property of the Grantor.


                                    ARTICLE 2

                               SECURITY AGREEMENT

         SECTION 2.1 GRANTING CLAUSES. As security for the Obligations, the
Grantor hereby grants to the Lender security title to and a continuing security
interest in, and assigns, transfers, conveys, pledges and sets over to the
Lender all of the Grantor's right, title and interest in, to and under the
following property, whether now owned or hereafter acquired by the Grantor, and
whether now existing or hereafter incurred, created, arising or entered into
(collectively, the "Property"):

         (a) all Equipment, Fixtures, Inventory and other Tangible Property of
the Grantor, and any and all accessions and additions thereto, any substitutions
and replacements therefor, and all attachments and improvements placed upon or
used in connection therewith, or any part thereof;

         (b) all Accounts, Contracts and General Intangibles of the Grantor;

         (c) all of the Grantor's rights as an unpaid vendor or lienor,
including stoppage in transit, replevin, detinue and reclamation;



                                      -3-
<PAGE>

         (d) all moneys of the Grantor, all Deposit Accounts of the Grantor in
which such moneys may at any time be on deposit or held, all investments or
securities of the Grantor in which such moneys may at any time be invested and
all certificates, instruments and documents of the Grantor from time to time
representing or evidencing any such moneys;

         (e) any other property of the Grantor now or hereafter held by the
Lender or by others for the Lender's account;

         (f) all interest, dividends, proceeds, products, rents, royalties,
issues and profits of any of the property described in the foregoing granting
clauses, whether paid or accruing before or after the filing of any petition by
or against the Grantor under the federal Bankruptcy Code, and all instruments
delivered to the Lender in substitution for or in addition to any such property;
and

         (g) all books, documents, files, ledgers and records (whether on
computer or otherwise) covering or otherwise related to any of the property
described in the foregoing granting clauses.

No submission by the Grantor to the Lender of a schedule or other particular
identification of Property shall be necessary to vest in the Lender the Liens
contemplated by this Agreement in each and every item of Property of the Grantor
now existing or hereafter acquired, incurred, created, arising or entered into,
but rather such Liens shall vest in the Lender immediately upon the acquisition,
creation, incurring or arising of, or entering into, any such item of Property
without the necessity for any other or further action by the Grantor or by the
Lender. The Grantor shall take such steps and observe such formalities as the
Lender may request from time to time to create and maintain in favor of the
Lender the Liens contemplated by this Agreement in all of the Property, whether
now owned or hereafter acquired by the Grantor, and whether now existing or
hereafter incurred, created, arising or entered into.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.1 GENERAL REPRESENTATIONS AND WARRANTIES. The Grantor
represents and warrants to the Lender as follows:

         (a) The Grantor is the owner of the Property and has a good right to
grant to the Lender the Liens contemplated by this Agreement; the Property is
free and clear of all Liens other than Permitted Encumbrances; and the Grantor
hereby warrants and will forever defend the title to the Property unto the
Lender, its successors and assigns, against the claims of all persons
whomsoever, whether lawful or unlawful, except those claiming under Permitted
Encumbrances.

         (b) The addresses of (1) each of the Grantor's places of business, (2)
the Grantor's chief executive office, (3) the office where the Grantor keeps the
Grantor's records concerning Accounts, and (4) each location where the Grantor
keeps any Tangible Property, are correctly and completely



                                      -4-
<PAGE>

set forth on Exhibit B. No change has occurred in such address(es) in the five
years immediately preceding the execution of this Agreement.

         SECTION 3.2 ACCOUNT REPRESENTATIONS AND WARRANTIES. The Grantor
represents and warrants to the Lender as follows as to each and every Account,
whether now existing or acquired, created or arising from time to time
hereafter, that is listed on any report, certificate or other document furnished
to the Lender, unless the Grantor discloses in writing therein that the Grantor
does not make any such representation or warranty to the Lender with respect to
such Account:

         (a) The Account is an original, genuine, bona fide and legally binding
obligation, enforceable in accordance with its terms.

         (b) The Account is not subject to any claim of reduction, counterclaim,
set-off or recoupment, or any claim for credits, allowances or adjustments by
the Account Debtor, and the same has not been disputed or dishonored by the
Account Debtor.

         (c) The aggregate amount shown as the balance due on the Account on the
Grantor's books and in any documents delivered to the Lender is validly owing
under the Account and is not contingent for any reason; and, to the best of the
Grantor's knowledge, there are no facts or occurrences that in any way impair
the validity or collectibility thereof or reduce the amount payable thereunder.

         (d) No agreement under which any deduction or discount may be claimed
by the Account Debtor has been made other than any customary discounts for
prompt payment previously disclosed in writing to the Lender.

         (e) All statements made by the Grantor about the Account in any
documents furnished to the Lender by the Grantor are true and correct, and all
the Lender may rely on such statements and representations in determining the
eligibility and collateral value of the Account.

         (f) The Account is due and payable not more than 30 days from the date
of the invoice.

         (g) The Account does not arise out of a Contract that forbids the
assignment of the Account to the Lender or makes such assignment void or
unenforceable.

         (h) The Account arose in the ordinary course of the Grantor's business
from a bona fide outright sale of goods, or from the performance of services, by
the Grantor under a valid Contract, and the goods have been shipped or
delivered, the services have been performed or the Contract has otherwise been
consummated in accordance with the related Contract.

         (i) Any goods or services giving rise to the Account are as represented
to the Account Debtor, and no warranties have been made with respect to any
goods or services covered by the Account except such as appear on the face of
the related Contract.



                                      -5-
<PAGE>

         (j) The Account Debtor has not returned or refused any goods giving
rise to the Account.

         (k) No notice of any of the following has been received with respect to
any Account Debtor: (1) the death of the Account Debtor, or of any partner
thereof (if a partnership); (2) the dissolution, termination or business failure
of the Account Debtor; (3) the ceasing or suspension of the Account Debtor's
business; (4) the filing of any petition by or against the Account Debtor for
any relief under the Bankruptcy Code; (5) the making by the Account Debtor of an
assignment for the benefit of creditors; (6) the calling of a meeting by any of
the creditors of the Account Debtor to consider the Account Debtor's financial
condition; (7) the Account Debtor's becoming insolvent or attempting to secure a
general extension from the Account Debtor's creditors; (8) the appointment of a
receiver, trustee, liquidator or custodian of all or any part of the Account
Debtor's assets; or (9) any other fact that reflects adversely on the general
creditworthiness and financial condition of the Account Debtor.

         (l) The Account is not evidenced by a judgment and is not evidenced or
secured by an instrument, document or chattel paper unless the original thereof
(or each of them if more than one) has been endorsed or assigned and delivered
to the Lender in accordance with Section 5.10.

         SECTION 3.3 INVENTORY REPRESENTATIONS AND WARRANTIES. The Grantor
represents and warrants to the Lender as follows as to each and every item of
Inventory, whether now existing or hereafter created or acquired, that is listed
on any report, certificate or other document furnished to the Lender, unless the
Grantor discloses therein that the Grantor does not make any such representation
or warranty with respect to such item of Inventory:

         (a) All statements made by the Grantor about the Inventory in any
documents furnished to the Lender by the Grantor are true and correct, and all
the Lender may rely on such statements and representations in determining the
eligibility and collateral value of the Inventory.

         (b) All Inventory is located on premises identified on Exhibit B or is
in transit to Account Debtors in the ordinary course of business and is so
identified on the relevant Schedule of Inventory.

                                    ARTICLE 4

                        CERTAIN COVENANTS AND AGREEMENTS
                        CONCERNING ACCOUNTS AND INVENTORY

         SECTION 4.1 GENERAL.

         (a) If any allowance or credit on any Account should be given by the
Grantor or if any goods giving rise to any Account should be returned to the
Grantor, the Grantor shall promptly give written notice thereof to the Lender.



                                      -6-
<PAGE>

         (b) The Grantor shall promptly inform Lender in writing of any material
delay or default in the Grantor's performance of any of the Grantor's
obligations to any Account Debtor, any assertion of any material claims, offsets
or counterclaims by any Account Debtor, any material adverse information
relating to the financial condition of any Account Debtor, or any other material
adverse change in any of the Grantor's representations and warranties regarding
Accounts and Inventory under this Agreement.

         (c) If any Account arises out of a Contract with the United States of
America, or any department, agency, subdivision or instrumentality thereof, the
Grantor shall promptly notify the Lender thereof in writing and execute any
instruments and take any other action required or requested by the Lender to
perfect the Lender's security interest in such Account under the provisions of
the Federal Assignment of Claims Act.

         (d) The Grantor shall not store any Inventory with a bailee,
warehouseman or similar party without the Lender's prior written consent, and if
the Lender gives such consent, the Grantor shall concurrently therewith cause
any such bailee, warehouseman or similar party to issue and deliver to the
Lender, in form and substance acceptable to the Lender, warehouse receipts
therefor in the Lender's name.

         SECTION 4.2 COLLECTION OF ACCOUNTS; SEGREGATION OF PROCEEDS; ETC.

         (a) Until an Event of Default exists, or until such earlier time as the
Lender shall exercise any of its rights under Section 4.3, the Grantor will, at
the Grantor's sole expense, collect from the Account Debtors all amounts due on
Accounts and Contracts when they shall become due; and upon any default by any
Account Debtor, the Grantor shall have the authority, at the Grantor's sole
expense, to repossess any goods covered by any Account or Contract in accordance
with the terms thereof and applicable law and to take such other action with
respect to any such Account, Contract and goods as the Grantor may deem
advisable. Upon request by the Lender all remittances received by the Grantor as
proceeds of Property shall be (1) held in trust for the Lender separate and
apart from, and not commingled with, any property of the Grantor, (2) kept
capable of identification as the property of the Lender, and (3) delivered daily
(or at such other intervals as may be mutually agreed upon in writing) to the
Lender in the identical form received, with appropriate endorsements, and
accompanied by a report prepared by the Grantor in such form as the Lender may
require.

         (b) Promptly upon the Lender's request, the Grantor shall: (1) give
written notice of the Lender's Liens on the Accounts and Contracts to the
Account Debtors in such form and at such times as the Lender may require; (2)
open and maintain at the Grantor's expense a lock box with the Lender for the
receipt of all remittances with respect to Property and execute a lock box
agreement satisfactory to the Lender governing such lock box; and (3) notify the
Account Debtors to make payments on the Accounts and Contracts directly to the
Lender or to said lock box. All items received by the Lender shall be, at the
option of the Lender, credited to the Obligations in accordance with Section
5.9, or held until finally collected in a Collateral Reserve Account established
under Section 4.8.



                                      -7-
<PAGE>

         SECTION 4.3 ATTORNEY-IN-FACT. The Grantor hereby constitutes and
appoints the Lender, or any other person whom the Lender may designate, as the
Grantor's attorney-in-fact, at the Grantor's sole cost and expense, to exercise
(a) at any time (without notice to the Grantor and irrespective of whether any
Event of Default exists) all or any of the following powers, and (b) at any time
an Event of Default exists, all of the powers set forth in Section 7.4, all of
which powers, being coupled with an interest, shall be irrevocable until this
Agreement is terminated in accordance with Section 8.15: (1) to transmit to
Account Debtors notice of the Lender's Liens on the Accounts and Contracts and
to demand and receive from Account Debtors information concerning the Accounts
and Contracts; (2) to notify Account Debtors to make payments on the Accounts
and Contracts directly to the Lender or to a lock box designated by Lender; (3)
to take or to bring, in the name of the Lender or in the name of the Grantor,
all steps, action, suits or proceedings deemed by the Lender necessary or
desirable to effect collection of the Accounts and Contracts; (4) to receive,
open and dispose of all mail addressed to the Grantor that is received by the
Lender; and (5) to receive, take, endorse, assign and deliver in the Lender's or
the Grantor's name any instruments relating to Accounts and Contracts. All acts
of such attorney-in-fact or designee taken pursuant to this Section 4.3 or
Section 7.4 are hereby ratified and approved by the Grantor, and said attorney
shall not be liable for any acts or omissions, nor for any error of judgment or
mistake of fact or law.

         SECTION 4.4 COLLECTION METHODS. The Grantor shall not institute any
proceedings before any Governmental Authority for garnishment, attachment,
repossession of property, detinue or make any attempt to repossess any goods
covered by any Account or Contract except under the direction of competent legal
counsel. The Grantor agrees to indemnify and hold the Lender harmless from any
loss or liability of any kind that may be asserted against the Lender by virtue
of any proceeding or repossession done or attempted by or on behalf of the
Grantor or any actions that the Grantor may make to collect or enforce any
Account or Contract or repossess any goods covered by any Account or Contract.

         SECTION 4.5 DOCUMENTATION REGARDING ACCOUNTS AND CONTRACTS. The Grantor
shall keep accurate and complete records of the Grantor's Accounts and Contracts
and shall promptly deliver to the Lender from time to time on request (a) a
detailed aged trial balance (Schedule of Accounts), in form and substance
acceptable to the Lender, of all then-existing Accounts, (b) the original copy
of all Contracts and other documents evidencing or relating to the Accounts so
scheduled, (c) such other information relating to the then-existing Accounts and
Contracts as the Lender shall reasonably request, and (d) formal written
assignments or schedules specifically describing the Accounts and Contracts and
confirming the Lender's Liens thereon.

         SECTION 4.6 VERIFICATION OF ACCOUNTS AND CONTRACTS. Any of the Lender's
officers, employees or agents shall have the right at any time in the Lender's
name or in the name of the Grantor, to verify with any Account Debtor the
validity or amount of, or any other matter relating to, any Accounts and
Contracts by mail, telephone, fax or otherwise.

         SECTION 4.7 DOCUMENTATION REGARDING INVENTORY. The Grantor shall keep
accurate and complete records of the Inventory, and shall promptly furnish to
the Lender from time to time on request (a) a current Schedule of Inventory in
form and substance satisfactory to the Lender, based



                                      -8-
<PAGE>

upon such inventory accounting practices as are satisfactory to the Lender, and
(b) the original copy of all documents related to such Inventory. Such schedule
of Inventory shall provide the Lender with such information as the Lender shall
request.

         SECTION 4.8 COLLATERAL RESERVE ACCOUNT. Upon request by the Lender, the
Grantor shall cause all remittances in payment of the Accounts and Contracts to
be deposited with the Lender, or such other bank or banks as the Lender may
require, in an account or accounts designated as the Lender may require
(collectively, the "Collateral Reserve Account"). Such deposits shall be made by
the Grantor daily, and each deposit shall be accompanied by a report prepared by
the Grantor in such form as the Lender shall require. The Lender may at its
option also deposit to the Collateral Reserve Account any remittances made to
the Lender, to the lock box referred to in Section 4.2 or otherwise received by
the Lender. Funds in the Collateral Reserve Account shall not be subject to
withdrawal by the Grantor, but at all times shall be subject to the exclusive
dominion and control of the Lender, and may be applied against the Obligations
from time to time at the sole discretion of the Lender.

                                    ARTICLE 5

                         OTHER COVENANTS AND AGREEMENTS

         SECTION 5.1 GENERAL. The Grantor covenants and agrees with the Lender
as follows:

         (a) The Grantor shall not add to or change any of the locations set
forth in Exhibit B or, except for the sale of Inventory in the ordinary course
of business, remove any Tangible Property other than motor vehicles (or in the
case of any motor vehicle change the place at which it is principally garaged)
from the locations specified therefor in Exhibit B, without the Lender's prior
written consent.

         (b) The Grantor shall notify the Lender in writing of any proposed
addition to or change in any of the locations described in Section 5.1(a) at
least 60 days prior to the date of the proposed change and shall furnish the
Lender with any information requested by the Lender in considering the proposed
change. In connection with any such addition or change, the Grantor shall
execute and file any financing statements required by the Lender to perfect,
preserve and protect the Liens of the Lender in the Property.

         (c) The Grantor is and shall remain the owner of all of the locations
described in Section 5.1(a) except any leased locations described in Exhibit B.
The Grantor shall promptly deliver to the Lender a written waiver or
subordination (in form and substance satisfactory to the Lender) of any Lien
with respect to the Property that the owner might have.

         (d) The Grantor shall not allow any of the Property that is not a
Fixture to become affixed to any real estate other than that, if any, being
owned by the Grantor without the prior written consent of the Lender. If at any
time any of the Tangible Property should, notwithstanding the foregoing, be
affixed to any other real estate, the security interest of the Lender under this
Agreement shall nevertheless attach to and include such Tangible Property. The
Grantor shall promptly furnish to the



                                      -9-
<PAGE>

Lender a description of any such real estate and the names of the record owners
thereof, execute such additional financing statements and other documents as the
Lender may require, obtain from the owners of such real estate and the holders
of any Liens thereon such Lien waivers, subordination agreements and other
documents as the Lender may request, and shall take such other actions as the
Lender may deem necessary or desirable to preserve and perfect the Lender's
security interest in such Tangible Property as a first priority perfected
security interest.

         (e) The Grantor will not, without the prior consent of the Lender, (1)
sell, lease, transfer, convey or otherwise dispose of any of the Property,
except for the sale of Inventory in the ordinary course of business, (2) pledge
or grant any security interest in any of the Property to any person, except for
Permitted Encumbrances, (3) permit any Lien to attach to any of the Property or
any levy to be made thereon or any financing statement to be on file with
respect to any of the Property, except those related to Permitted Encumbrances,
or (4) permit any default or violation to occur under any agreement, covenant or
restriction included in Permitted Encumbrances.

         (f) At the request of the Lender, the Grantor will join with the Lender
in executing one or more financing statements pursuant to the Uniform Commercial
Code in form satisfactory to the Lender covering the Property and will pay the
costs of filing the same in all public offices wherever filing is deemed
necessary or prudent by the Lender. If the Grantor fails or refuses to execute
any such financing statement, the Lender may file an executed copy or photocopy
of an executed copy of this Agreement as a financing statement in any such
offices to the extent permitted by applicable law.

         (g) The Lender may correct any patent errors in this Agreement or any
financing statements or other documents executed in connection herewith.

         (h) The Grantor shall inform the Lender in writing of any material
adverse change in any of the representations and warranties of the Grantor under
this Agreement, promptly after the Grantor shall learn of such change.

         (i) The Grantor shall furnish to the Lender from time to time
statements and schedules further identifying and describing the Property and
such other reports in connection with the Property as the Lender may reasonably
request, all in reasonable detail.

         (j) The Grantor shall keep and maintain at the Grantor's own cost and
expense complete records of the Property, including a record of all payments
received and all credits granted with respect to the Property and all other
dealings with the Property. Upon request of the Lender, the Grantor shall make
proper entries in such records disclosing the assignment of the Property to the
Lender and shall segregate and mark such records with the Lender's name in a
manner satisfactory to the Lender. If an Event of Default exists, the Grantor
shall deliver such records to the Lender on demand.

         (k) The Grantor shall promptly deliver to the Lender the certificates
of title for any motor vehicles now or hereafter included in the Property that
are subject to the title laws of any jurisdiction and shall join with the Lender
in executing any documents and taking any actions necessary or



                                      -10-
<PAGE>

desirable in the Lender's opinion to perfect the Lender's Liens in such
vehicles. The Lender may retain possession of such certificates of title until
this Agreement is terminated in accordance with Section 8.15.

         SECTION 5.2 TAXES AND ASSESSMENTS. The Grantor shall pay when due all
taxes, assessments and other charges levied or assessed against any of the
Property, and all other claims that are or may become Liens against any of the
Property, except any that are Permitted Encumbrances or that are being contested
by Permitted Contests; and should default be made in the payment of same, the
Lender, at its option, may pay them.

         SECTION 5.3 INSURANCE.

         (a) The Grantor shall keep the Tangible Property insured in such
amounts, with such companies and against such risks as may be satisfactory to
the Lender. All such policies shall name the Lender as an additional loss payee
and shall contain an agreement by the insurer that they shall not be cancelled
without at least 30 days' prior written notice to the Lender. The Grantor shall
cause duplicate originals of such insurance policies to be deposited with the
Lender. If requested by the Lender, the Grantor shall, at least 10 days prior to
the due date, furnish to the Lender evidence of the payment of the premiums due
on such policies.

         (b) The Grantor hereby assigns to the Lender each policy of insurance
covering any of the Property, including all rights to receive the proceeds and
returned premiums of such insurance. With respect to all such insurance
policies, the Lender is hereby authorized, but not required, on behalf of the
Grantor, to collect for, adjust and compromise any losses and to apply, at its
option, the loss proceeds (less expenses of collection) to the Obligations, in
any order and whether due or not, or to the repair, replacement or restoration
of the Property, or to remit the same to the Grantor; but any such application
or remittance shall not cure or waive any default by the Grantor and shall not
operate to abate, satisfy or release any of the Obligations. If any insurance
proceeds are received by the Grantor, the Grantor shall promptly apply such
proceeds to the repair, replacement or restoration of the Property unless the
Grantor receives contrary directions from the Lender.

         (c) In case of a sale pursuant to the default provisions hereof, or any
conveyance of all or any part of the Property in extinguishment of the
Obligations, title to all such insurance policies and the proceeds thereof and
unearned premiums with respect thereto shall pass to and vest in the purchaser
of the Property.

         SECTION 5.4 CARE OF TANGIBLE PROPERTY; NOTICE OF LOSS, ETC. The Grantor
shall: (a) at all times maintain the Tangible Property in as good condition as
it is now in, reasonable wear and tear alone excepted; (b) not use the Tangible
Property, or permit it to be used, in violation of any Governmental Requirement;
and (c) notify the Lender immediately in writing of any event causing material
loss or depreciation in value of any of the Property and of the amount thereof
(other than ordinary wear and tear).



                                      -11-
<PAGE>

         SECTION 5.5 FILING FEES AND TAXES. The Grantor agrees, to the extent
permitted by law, to pay all recording and filing fees, revenue stamps, taxes
and other expenses and charges payable in connection with the execution and
delivery of the Credit Documents, and the recording, filing, satisfaction,
continuation and release thereof.

         SECTION 5.6 USE OF TANGIBLE PROPERTY. The Grantor agrees (a) to comply
with the terms of any lease covering the premises on which any Tangible Property
is located and all Governmental Requirements concerning such premises or the
conduct of business thereon; (b) not to conceal or abandon the Tangible
Property; and (c) not to lease or hire any of the Tangible Property to any
person or permit the same to be leased or used for hire except pursuant to
Permitted Encumbrances.

         SECTION 5.7 DEPOSIT ACCOUNTS. The Grantor agrees to maintain the
Deposit Accounts on deposit with the Lender. As security for the Obligations,
the Grantor hereby assigns and transfers to the Lender the exclusive dominion
and control of the Deposit Accounts, including the right to withdraw funds
therefrom. All proceeds in the Deposit Accounts shall continue to be collateral
security for all of the Obligations and shall not constitute payment thereof
until applied as hereinafter provided. No instruments deposited into any Deposit
Account or otherwise received by the Lender pursuant to this provision shall
constitute final payment until finally collected.

         SECTION 5.8 CONTRACTS.

         (a) The Grantor shall perform all of the Grantor's obligations under
each Contract in accordance with its terms and shall not commit or permit any
default on the part of the Grantor thereunder. The Grantor shall not (1) cancel
or terminate any material Contract or consent to or accept any cancellation or
termination thereof; (2) modify any material Contract or give any consent,
waiver or approval thereunder; (3) waive any default under any material
Contract; or (4) take any other action in connection with any material Contract
that would impair the value of the interests of the Grantor thereunder or the
interests of the Lender under this Agreement.

         (b) The Grantor will either deliver to the Lender all executed original
copies of the Contracts or mark conspicuously on each original copy the
following legend:

                                     NOTICE

             THIS AGREEMENT AND THE RIGHTS OF WELBORN TRANSPORT,
             INC. TO RECEIVE ALL PAYMENTS HEREUNDER HAVE BEEN
             ASSIGNED TO AMSOUTH BANK AS COLLATERAL SECURITY UNDER
             SECURITY AGREEMENT (GENERAL) DATED AS OF MAY 1, 2001.

         (c) The Grantor shall notify the Lender promptly in writing of any
matters affecting the value, enforceability or collectibility of any of the
Contracts, including material defaults, delays in performance, disputes,
offsets, defenses, counterclaims, returns and rejections and all reclaimed or
repossessed property.



                                      -12-
<PAGE>

         SECTION 5.9 APPLICATION OF PAYMENTS AND COLLECTIONS. The Grantor
irrevocably waives the right to direct the application of any payments and
collections at any time or times hereafter received by the Lender from or on
behalf of Grantor, and the Grantor irrevocably agrees that Lender shall have the
continuing exclusive right to apply and reapply any and all such payments and
collections received at any time or times hereafter by the Lender or its agent
against the Obligations, in such order and in such proportions as the Lender may
deem advisable, whether due or not, and notwithstanding any entry by the Lender
upon its books and records.

         SECTION 5.10 INSTRUMENTS, DOCUMENTS AND CHATTEL PAPER. Immediately upon
the Grantor's receipt of any Property that consists of or is evidenced or
secured by an agreement, instrument, document or chattel paper, the Grantor
shall deliver each original thereof to the Lender, together with appropriate
endorsements and assignments in form and substance acceptable to the Lender.

         SECTION 5.11 VISITATION. The Grantor shall permit representatives of
the Lender from time to time (a) to visit and inspect the Property, all records
related thereto, the premises upon which any Property is located, and any of the
other offices and properties of the Grantor; (b) to inspect and examine the
Property and to inspect, audit, check and make abstracts from the books,
records, orders, receipts, correspondence and other data relating to the
Property or to any transactions between the Grantor and the Lender; (c) to
discuss the affairs, finances and accounts of the Grantor with and be advised as
to the same by the officers thereof, if a corporation, or if not by other
responsible persons; and (d) to verify the amount, quantity, value and condition
of, or any other matter relating to, the Property, all at such times and
intervals as the Lender may desire. The Grantor hereby irrevocably authorizes
and instructs any accountants acting for the Grantor to give the Lender any
information the Lender may request regarding the financial affairs of the
Grantor and to furnish the Lender with copies of any documents in their
possession related thereto.

         SECTION 5.12 FURTHER ASSURANCES. At the Grantor's cost and expense,
upon request of the Lender, the Grantor shall duly execute and deliver, or cause
to be duly executed and delivered, to the Lender such further instruments and do
and cause to be done such further acts as may be reasonably necessary or proper
in the opinion of the Lender or its counsel to perfect, preserve and protect the
validity and priority of the Liens of the Lender in the Property and to carry
out more effectively the provisions and purposes of this Agreement.

                                    ARTICLE 6

                                EVENTS OF DEFAULT

         SECTION 6.1 EVENTS OF DEFAULT. The occurrence of any of the following
events shall constitute an event of default (an "Event of Default") under this
Agreement (whatever the reason for such event and whether or not it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
Governmental Requirement):



                                      -13-
<PAGE>

         (a) any representation or warranty made in this Agreement or in any of
the other Credit Documents shall prove to be false or misleading in any material
respect as of the time made; or

         (b) any report, certificate, financial statement or other instrument
furnished in connection with the Credit, this Agreement or any of the other
Credit Documents, shall prove to be false or misleading in any material respect
as of the time made; or

         (c) default shall be made in the payment when due of any of the
Obligations; or

         (d) default shall be made in the due observance or performance of any
covenant, condition or agreement on the part of the Grantor to be observed or
performed pursuant to the terms of this Agreement (other than any covenant,
condition or agreement, default in the observance or performance of which is
elsewhere in this Section 6.1 specifically dealt with) and such default shall
continue unremedied until the first to occur of (1) the date that is 30 days
after written notice by the Lender to the Grantor; or (2) the date that is 30
days after the Grantor first obtains knowledge thereof; or

         (e) any default or event of default, as therein defined, shall occur
under any of the other Credit Documents (after giving effect to any applicable
notice, grace or cure period specified therein).

                                    ARTICLE 7

                                    REMEDIES

         SECTION 7.1 CERTAIN RIGHTS OF LENDER AFTER DEFAULT. If an Event of
Default exists that does not already result in the automatic acceleration of the
Obligations under another Credit Document, the Lender shall have, in addition to
any other rights under this Agreement or under applicable law, the right,
without notice to the Grantor (or with notice to the Grantor if notice is
required and cannot be waived under applicable law), to take any or all of the
following actions at the same or different times:

         (a) The Lender may charge, set-off and otherwise apply all or any part
of the Obligations against the Deposit Accounts, or any part thereof.

         (b) The Lender may exercise any rights, powers and remedies of the
Grantor in connection with any Contract or otherwise in respect of the Property,
including any rights of the Grantor to demand or otherwise require payment of
any amount under, or performance of any provision of, any Contract, and to
modify, amend, terminate, replace, settle or compromise any Contract or any sum
payable thereunder.

         (c) The Lender may (1) notify Account Debtors that Accounts and
Contracts have been assigned to the Lender, demand and receive information from
Account Debtors with respect to



                                      -14-
<PAGE>

Accounts and Contracts, forward invoices to Account Debtors directing them to
make payments to the Lender, collect all Accounts and Contracts in the Lender's
or the Grantor's name and take control of any cash or non-cash proceeds of
Property; (2) enforce payment of any Accounts and Contracts, prosecute any
action or proceeding with respect to Accounts and Contracts, extend the time of
payment of Accounts and Contracts, make allowances and adjustments with respect
to Accounts and Contracts and issue credits against Accounts and Contracts, all
in the name of the Lender or the Grantor; (3) settle, compromise, extend, renew,
release, terminate or discharge, in whole or in part, any Account or Contract or
deal with the same as the Lender may deem advisable; and (4) require the Grantor
to open all mail only in the presence of a representative of the Lender, who may
take therefrom any remittance on any of the Property.

         (d) The Lender may (1) enter upon the premises of the Grantor or any
other place where any Property is located, and through self-help and without
judicial process, without first obtaining a final judgment or giving the Grantor
notice and opportunity for a hearing and without any obligation to pay rent,
remove the Property therefrom to the premises of the Lender or its agent for
such time as Lender may desire to collect or liquidate the Property; (2) require
the Grantor to assemble the Tangible Property and make it available to the
Lender at the Grantor's premises or any other place selected by the Lender, and
to make available to the Lender all of the Grantor's premises and facilities for
the purpose of the Lender's taking possession of, removing or putting the
Tangible Property in salable form; and (3) use, and permit the Lender or any
purchaser of any of the Property from the Lender to use, without charge, the
Grantor's labels, General Intangibles and advertising matter or any property of
a similar nature, as it pertains to or is included in the Property, in
advertising, preparing for sale and selling any Property, and in finishing the
manufacture, processing, fabrication, packaging and delivery of the Inventory;
and the Grantor's rights under all licenses, franchise agreements and other
General Intangibles shall inure to the Lender's benefit.

         (e) The Lender, without demand of performance or other demand,
advertisement or notice of any kind (except any notice required by law of a
proposed disposition of the Property, which may be given in the manner specified
in Section 8.1) to or upon the Grantor or any other person (all of which
demands, advertisements and notices are hereby expressly waived, to the extent
permitted by law), may forthwith collect, receive, appropriate, repossess and
realize upon all or any part of the Property, and may forthwith sell, lease,
assign, give options to purchase, or sell or otherwise dispose of and deliver
all or any part of the Property (or contract to do so), in one or more parcels
at public or private sale or sales, at any exchange, broker's board or at any of
the Lender's offices or elsewhere at such prices as the Lender may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk. To the extent permitted by law, the Property shall be sold free of any
right of redemption, which right of redemption the Grantor hereby releases. To
the extent permitted by applicable law, the Grantor waives all claims, damages,
and demands against the Lender arising out of the repossession, retention or
sale of the Property.

         SECTION 7.2 REPOSSESSION OF THE PROPERTY; CARE AND CUSTODY OF THE
PROPERTY; ETC.

         (a) The Grantor shall give the Lender written notice in the manner set
forth in Section 8.1 within 24 hours of the date of repossession if the Grantor
alleges that any other property of the



                                      -15-
<PAGE>

Grantor was left on or in the repossessed Property at the time of repossession;
and such notice shall be an express condition precedent to any action for loss
or damages in connection therewith. After receiving any such notice the Lender
will have a reasonable time to notify the Grantor as to where the Grantor can
collect such property.

         (b) The Grantor irrevocably invites the Lender and its agents to enter
upon any premises on which any of the Property is now or hereafter located for
all purposes related to the Property, including repossession thereof, and
consents to any such entry and repossession. Any such entry by the Lender or its
agents shall not be a trespass upon such premises, and any such repossession
shall not constitute conversion of any Property. The Grantor agrees to indemnify
and hold the Lender harmless against, and hereby releases the Lender from, any
actions, claims, costs, liabilities or expenses arising directly or indirectly
from any entry upon such premises and any repossession of any Property.

         (c) If the Lender shall repossess any Property at a time when no Event
of Default exists and the repossessed Property is thereafter returned to the
Grantor, the damages therefor, if any, shall not exceed the fair rental value of
the repossessed Property for the time it was in the Lender's possession.

         (d) The Lender shall be deemed to have exercised reasonable care in the
custody and preservation of any Property in its possession if it takes such
reasonable actions for that purpose as the Grantor shall request in writing, but
the Lender shall have sole power to determine whether such actions are
reasonable. Any omission to do any act not requested by the Grantor shall not be
deemed a failure to exercise reasonable care.

         SECTION 7.3 APPLICATION OF PROCEEDS. The net cash proceeds resulting
from the exercise of any of the rights, powers and remedies of the Lender under
this Agreement, after deducting all charges, expenses, costs and attorneys' fees
relating thereto, including all costs and expenses incurred in securing the
possession of Property, moving, storing, repairing or finishing the manufacture
of Property, and preparing the same for sale, shall be applied by the Lender to
the payment of the Obligations, whether due or to become due, in such order and
in such proportions as the Lender may elect; and the Obligors shall remain
liable to the Lender for any deficiency.

         SECTION 7.4 ATTORNEY-IN-FACT AFTER DEFAULT. At any time when an Event
of Default exists, the Lender or any other person serving as the Grantor's
attorney-in-fact under Section 4.3 shall have the following powers: (a) to sell
or assign any of the Property upon such terms, for such amounts and at such
times as the Lender deems advisable and to execute any bills of sale or
assignments in the name of the Grantor in relation thereto; (b) to take control,
in any manner, of any item of payment on, or proceeds of the Property; (c) to
use the information recorded on or contained in any data processing equipment
and computer hardware and software relating to the Property to which the Grantor
has access; (d) to settle, adjust, compromise, extend, renew, discharge,
terminate or release the Property in whole or in part; (e) settle, adjust or
compromise any legal proceedings brought to collect the Property; (f) to
prepare, file and sign the Grantor's name on any proof of claim in bankruptcy or
similar document against any Account Debtor; (g) to prepare, file and sign the



                                      -16-
<PAGE>

Grantor's name on any notice of Lien, assignment or satisfaction or termination
of Lien or similar document in connection with the Property; (h) to sign or
endorse the name of the Grantor upon any chattel paper, document, instrument,
invoice or similar document or agreement relating to the Property; (i) to use
the Grantor's stationery and to sign the name of the Grantor to verifications of
the Accounts and Contracts and notices thereof to Account Debtors; (j) to notify
postal authorities to change the Grantor's mailing address to an address
designated by the Lender for receipt of payments on Accounts and Contracts; (k)
to enter into contracts or agreements for the processing, fabrication, packaging
and delivery of Inventory as said attorney-in-fact or designee or the Lender may
from time to time deem appropriate and charge the Grantor's account for any
reasonable costs thereby incurred; (l) to exercise all of the Grantor's other
rights, powers and remedies with respect to the Property; and (m) to do all acts
and things necessary, in the Lender's sole judgment, to carry out the purposes
of this Agreement or to fulfill the Grantor's obligations hereunder.

         SECTION 7.5 DEFAULT RATE. If an Event of Default exists, the
Obligations shall bear interest at the Default Rate, until the earlier of (a)
such time as all of the Obligations are paid in full or (b) no such Event of
Default exists.

         SECTION 7.6 REMEDIES CUMULATIVE. The rights, powers and remedies of the
Lender under this Agreement are cumulative and not exclusive of any other
rights, powers or remedies now or hereafter existing at law or in equity.

                                    ARTICLE 8

                                  MISCELLANEOUS

         SECTION 8.1 NOTICES.

         (a) Any request, demand, authorization, direction, notice, consent or
other document provided or permitted by this Agreement shall be given in the
manner, and shall be effective at the time, provided in Section 7.1 of the
Credit Agreement described in Exhibit A.

         (b) Five Business Days' written notice to the Grantor as provided above
shall constitute reasonable notification to the Grantor when notification is
required by law; provided, however, that nothing contained in the foregoing
shall be construed as requiring five Business Days' notice if, under applicable
law and the circumstances then existing, a shorter period of time would
constitute reasonable notice.

         SECTION 8.2 EXPENSES. The Grantor shall promptly on demand pay all
costs and expenses, including the fees and disbursements of counsel to the
Lender, incurred by the Lender in connection with (a) the negotiation,
preparation and review of this Agreement (whether or not the transactions
contemplated by this Agreement shall be consummated), (b) the enforcement of
this Agreement, (c) the custody and preservation of the Property, (d) the
protection or perfection of the Lender's rights and interests under this
Agreement in the Property, (e) the exercise by or on behalf of



                                      -17-
<PAGE>

the Lender of any of its rights, powers or remedies under this Agreement and (f)
the prosecution or defense of any action or proceeding by or against the Lender,
the Grantor, any other Obligor, any Account Debtor, or any one or more of them,
concerning any matter related to this Agreement, any of the Property, or any of
the Obligations. All such amounts shall bear interest from the date demand is
made at the Default Rate and shall be included in the Obligations secured
hereby. The Grantor's obligations under this Section 8.2 shall survive the
payment in full of the Obligations and the termination of this Agreement.

         SECTION 8.3 HEIRS, SUCCESSORS AND ASSIGNS. Whenever in this Agreement
any party hereto is referred to, such reference shall be deemed to include the
heirs, successors and assigns of such party, except that the Grantor may not
assign or transfer this Agreement without the prior written consent of the
Lender; and all covenants and agreements of the Grantor contained in this
Agreement shall bind the Grantor's heirs, successors and assigns and shall inure
to the benefit of the successors and assigns of the Lender.

         SECTION 8.4 INDEPENDENT OBLIGATIONS. The Grantor agrees that each of
the obligations of the Grantor to the Lender under this Agreement may be
enforced against the Grantor without the necessity of joining any other Obligor,
any other holders of Liens in any Property or any other person, as a party.

         SECTION 8.5 GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by Title 9 of the U.S. Code and the internal laws
of the State of Alabama except as required by mandatory provisions of law
(without regard to conflict of law principles) and except to the extent that the
validity and perfection of the Liens on the Property are governed by the laws of
any jurisdiction other than the State of Alabama.

         SECTION 8.6 DATE OF AGREEMENT. The date of this Agreement is intended
as a date for the convenient identification of this Agreement and is not
intended to indicate that this Agreement was executed and delivered on that
date.

         SECTION 8.7 SEPARABILITY CLAUSE. If any provision of the Credit
Documents shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         SECTION 8.8 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed an original, but all
such counterparts shall together constitute but one and the same agreement.

         SECTION 8.9 NO ORAL AGREEMENTS. This Agreement is the final expression
of the agreement between the parties hereto, and this Agreement may not be
contradicted by evidence of any prior oral agreement between such parties. All
previous oral agreements between the parties hereto have been incorporated into
this Agreement and the other Credit Documents, and there is no unwritten oral
agreement between the parties hereto in existence.




                                      -18-
<PAGE>

         SECTION 8.10 WAIVER AND ELECTION. The exercise by the Lender of any
option given under this Agreement shall not constitute a waiver of the right to
exercise any other option. No failure or delay on the part of the Lender in
exercising any right, power or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any further exercise thereof or the exercise of any
other right, power or remedy. No modification, termination or waiver of any
provisions of the Credit Documents, nor consent to any departure by the Grantor
therefrom, shall be effective unless in writing and signed by an authorized
officer of the Lender, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given. No notice
to or demand on the Grantor in any case shall entitle the Grantor to any other
or further notice or demand in similar or other circumstances.

         SECTION 8.11 NO OBLIGATIONS OF LENDER; INDEMNIFICATION. The Lender does
not by virtue of this Agreement or any of the transactions contemplated by the
Credit Documents assume any duties, liabilities or obligations with respect to
any of the Property unless expressly assumed by the Lender under a separate
agreement in writing, and this Agreement shall not be deemed to confer on the
Lender any duties or obligations that would make the Lender directly or
derivatively liable for any person's negligent, reckless or wilful conduct. The
Grantor agrees to indemnify and hold the Lender harmless against and with
respect to any damage, claim, action, loss, cost, expense, liability, penalty or
interest (including attorney's fees) and all costs and expenses of all actions,
suits, proceedings, demands, assessments, claims and judgments directly or
indirectly resulting from, occurring in connection with, or arising out of: (a)
any inaccurate representation made by the Grantor or any Obligor in this
Agreement or any other Credit Document; (b) any breach of any of the warranties
or obligations of the Grantor or any Obligor under this Agreement or any other
Credit Document; and (c) the Property, or the Liens of the Lender thereon. The
provisions of this Section 8.11 shall survive the payment of the Obligations in
full and the termination, satisfaction, release (in whole or in part) and
foreclosure of this Agreement.

         SECTION 8.12 ADVANCES BY THE LENDER. If the Grantor shall fail to
comply with any of the provisions of this Agreement, the Lender may (but shall
not be required to) make advances to perform the same, and where necessary enter
any premises where any Property is located for the purpose of performing the
Grantor's obligations under any such provision. The Grantor agrees to repay all
such sums advanced upon demand, with interest from the date such advances are
made at the Default Rate, and all sums so advanced with interest shall be a part
of the Obligations. The making of any such advances shall not be construed as a
waiver by the Lender of any Event of Default resulting from the Grantor's
failure to pay such amounts.

         SECTION 8.13 RIGHTS, LIENS AND OBLIGATIONS ABSOLUTE. All rights of the
Lender hereunder, all Liens granted to the Lender hereunder, and all obligations
of the Grantor hereunder, shall be absolute and unconditional and shall not be
affected by (a) any lack of validity or enforceability as to any other person of
any of the Credit Documents, (b) any change in the time, manner or place of
payment of, or any other term of the Obligations, (c) any amendment or waiver of
any of the provisions of the Credit Documents as to any other person, and (d)
any exchange, release



                                      -19-
<PAGE>

or non-perfection of any other collateral or any release, termination or waiver
of any guaranty, for any of the Obligations.

         SECTION 8.14 GRANTOR LIABLE ON CONTRACTS. Notwithstanding anything in
this Agreement to the contrary (a) the Grantor shall remain liable under the
Contracts to perform all of the Grantor's duties and obligations thereunder to
the same extent as if this Agreement had not been executed, (b) the exercise by
the Lender of any rights hereunder shall not release the Grantor from any of the
Grantor's obligations under the Contracts, and (c) the Lender shall not have any
obligation or liability under the Contracts by reason of this Agreement or the
receipt by the Lender of any payment hereunder, nor shall the Lender be
obligated to perform any of the obligations of the Grantor under the Contracts,
to take any action to collect, file and enforce any claim for payment assigned
to the Lender hereunder, or to make any inquiry as to the nature or sufficiency
of any payment received by it or the adequacy of any performance by any party.

         SECTION 8.15 TERMINATION. This Agreement and the Lender's Liens in the
Property hereunder will not be terminated until one of the Lender's officers
signs a written termination agreement. Except as otherwise expressly provided
for in this Agreement, no termination of this Agreement shall in any way affect
or impair the representations, warranties, agreements or other obligations of
the Grantor or the rights, powers and remedies of the Lender under this
Agreement with respect to any transaction or event occurring prior to such
termination, all of which shall survive such termination.

         SECTION 8.16 REINSTATEMENT. This Agreement, the obligations of the
Grantor hereunder, and the Liens, rights, powers and remedies of the Lender
hereunder, shall continue to be effective, or be automatically reinstated, as
the case may be, if at any time any amount applied to the payment of any of the
Obligations is rescinded or must otherwise be restored or returned to the
Grantor, any Obligor, or any other person (or paid to the creditors of any of
them, or to any custodian, receiver, trustee or other officer with similar
powers with respect to any of them, or with respect to any part of their
property) upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Grantor, any Obligor or any such person, or upon or as a
result of the appointment of a custodian, receiver, trustee or other officer
with respect to any of them, or with respect to any part of their property, or
otherwise, all as though such payment had not been made.

         SECTION 8.17 SUBMISSION TO JURISDICTION. The Grantor irrevocably (a)
acknowledges that this Agreement will be accepted by the Lender and performed by
the Grantor in the State of Alabama; (b) submits to the jurisdiction of each
state or federal court sitting in Jefferson County, Alabama (collectively, the
"Courts") over any suit, action or proceeding arising out of or relating to this
Agreement (to enforce the arbitration provisions hereof or, if the arbitration
provisions are found to be unenforceable, to determine any issues arising out of
or relating to this Agreement) or any of the other Credit Documents
(individually, an "Agreement Action"); (c) waives, to the fullest extent
permitted by law, any objection or defense that the Grantor may now or hereafter
have based on improper venue, lack of personal jurisdiction, inconvenience of
forum or any similar matter in any Agreement Action brought in any of the
Courts; (d) agrees that final judgment in any Agreement Action brought in any of
the Courts shall be conclusive and binding upon the Grantor and may be



                                      -20-

<PAGE>
enforced in any other court to the jurisdiction of which the Grantor is subject,
by a suit upon such judgment; (e) consents to the service of process on the
Grantor in any Agreement Action by the mailing of a copy thereof by registered
or certified mail, postage prepaid, to the Grantor at the Grantor's address
designated in or pursuant to Section 8.1; (f) agrees that service in accordance
with Section 8.17(e) shall in every respect be effective and binding on the
Grantor to the same extent as though served on the Grantor in person by a person
duly authorized to serve such process; and (g) AGREES THAT THE PROVISIONS OF
THIS SECTION, EVEN IF FOUND NOT TO BE STRICTLY ENFORCEABLE BY ANY COURT, SHALL
CONSTITUTE "FAIR WARNING" TO THE GRANTOR THAT THE EXECUTION OF THIS AGREEMENT
MAY SUBJECT THE GRANTOR TO THE JURISDICTION OF EACH STATE OR FEDERAL COURT
SITTING IN JEFFERSON COUNTY, ALABAMA WITH RESPECT TO ANY AGREEMENT ACTIONS, AND
THAT IT IS FORESEEABLE BY THE GRANTOR THAT THE GRANTOR MAY BE SUBJECTED TO THE
JURISDICTION OF SUCH COURTS AND MAY BE SUED IN THE STATE OF ALABAMA IN ANY
AGREEMENT ACTIONS. Nothing in this Section 8.17 shall limit or restrict the
Lender's right to serve process or bring Agreement Actions in manners and in
courts otherwise than as herein provided.

         SECTION 8.18 ARBITRATION. This Agreement incorporates by reference
requirements for arbitration of disputes set forth in the Credit Agreement.



                  [Remainder of page left intentionally blank]





                                      -21-

<PAGE>

         IN WITNESS WHEREOF, the undersigned Welborn Transport, Inc. has caused
this Agreement dated as of May 1, 2001 to be executed by its duly authorized
officer.


                                    WELBORN TRANSPORT, INC.



                                    By /s/ Richard Bailey
                                       -----------------------------------------
                                       Its  CFO
                                            ------------------------------------


</TEXT>
</DOCUMENT>
