MATLACK SYSTEMS INC
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<TYPE>EX-10
<SEQUENCE>5
<FILENAME>0005.txt
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Fleet National Bank
100 Federal Street
Boston, MA 02110



     November 22, 2000


Summit Business Capital Corp.

     Re:  Payment Undertaking

Ladies/Gentlemen:

We refer you to transactions closed on or about this day among
MATLACK LEASING CORPORATION ("MLC") and MATLACK, INC. ("MI") and
MATLACK (DE), INC. ("DE") and MATLACK LEASING, L.L.C. ("LLC") and
SUMMIT BUSINESS CAPITAL CORP. ("Summit"), (collectively, the
"Parties").

BACKGROUND

A.   MLC and MI (for limited purposes) and LLC are parties to that
certain Purchase of Assets Agreement dated as of November 10, 2000
(the "Purchase Agreement") pursuant to which MLC and MI agreed to
sell certain of its assets (the "Sale Assets") to LLC.  Certain of
the Sale Assets consist of vehicles and/or trailers, ownership of
which is evidenced by certificates of title issued by the state in
which each such vehicle or trailer is registered.

B.   MLC and DE are parties to a Note and Security Agreement dated as
of November 3, 1997 (as amended from time to time through and after
the date hereof, the "Credit Agreement") with Fleet National Bank (in
such capacity, the "Lender") pursuant to which the Lender made
certain credit facilities available to MLC and DE.  In order to
secure the obligations under the Credit Agreement, MLC and MI granted
in favor of the Lender liens on, among other things, the vehicles
and/or trailers described on Exhibit A attached hereto (the "Pledged
Vehicles"), which constitute part of the Sale Assets.

C.   As of the date of this Agreement, the original certificates of
title for the Pledged Vehicles are located at the department/bureau
of motor vehicles for the states in which such Pledged Vehicles are
registered being processed to reflect the lien of the Lender thereon,
or otherwise cannot be located.  Therefore, as of the date of this
Agreement, MLC and/or DE cannot deliver to LLC the original
certificates of title for the Pledged Vehicles.

D.   Pursuant to the terms of the Purchase Agreement, the Pledged
Vehicles have been sold and delivered by MLC and/or DE to LLC, but
may be returned in certain circumstances.

E.   The parties hereto have agreed that $2,050,000 of the Purchase
Price (as such term is dated in the Purchase Agreement) paid by LLC
to MLC and DE represents proceeds of the Pledged Vehicles, and shall
be paid to Lender  and applied to MLC and DE's obligations under the
Credit Agreement.

F.   MLC and DE as sellers, and LLC as buyer, have agreed by their
assent hereto, hereby confirm that in the event of a "Title Defect"
as defined herein, as to a Pledged Vehicle, such Pledged Vehicle and
all of LLC's rights therein shall be returned and assigned to MLC in
exchange for payment of the Vehicle Cost to Summit in accordance with
this Agreement.

NOW, THEREFORE, in consideration of the premises, mutual covenants,
terms conditions and procedures contained herein, incorporating the
Background Section herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

          1.   Undertaking.  Fleet National Bank ("Fleet") shall pay
to Summit and its successors and assigns, but to no other party or
person the sum of $15,073.53 (the "Vehicle Cost") with respect to any
and each Pledged Vehicle, promptly upon written notice that such
Pledged Vehicle has been determined to suffer from a "Title Defect"
pursuant to the terms hereof.

          2.   Undertaking by Other Parties.  Simultaneously with any
payments by Fleet pursuant to Section 1 above, (i) Summit and LLC
shall cause: (A) the Pledged Vehicles associated with such payments
to be returned to MLC or DE and (B) the certificates of title with
respect to such  Pledged Vehicles to be delivered to the Fleet with
such endorsements and accompanying transfer documents of LLC and/or
Summit as Fleet may require; and (ii) such payments shall constitute
loans under the Credit Agreement and the principal amount outstanding
under the Credit Agreement shall increase by an amount equal to such
payments and shall be secured by the Pledged Vehicles and all other
collateral securing amounts outstanding under the Credit Agreement.

3.   Title Defect   Except as otherwise provided in subsections (a)
through (d) of this Section 3, "Title Defect" shall exist with
respect to a Pledged Vehicle if, and only if, on May 15, 2001 or such
later date as may be agreed to in writing by the parties hereto (the
"Closure Date") (or earlier, pursuant to subsection (c) below), the
certificate of title for such Pledged Vehicle shall not note Summit
or its nominee or its successors or assigns as the first lien holder
thereof.

(a)  Provided, however, no Title Defect may ever exist with respect
to any Pledged Vehicle for which an original certificate of title,
which term includes an original duplicate or replacement certificate
of title issued by the appropriate state authority, has been
delivered to the law firm of Wolf, Block, Schorr & Solis-Cohen, LLP,
as counsel for Summit, which indicates that the Lender is the sole
holder of a lien on such Pledged Vehicle and bears the endorsement of
the Lender on such certificate of title or is accompanied by other
documentation sufficient to effectuate the release by the Lender of
its lien thereon.

     (b)(1)         Provided further, no Title Defect may ever exist
with respect to a Pledged Vehicle for which an original certificate
of title has been delivered to the law firm of Wolf, Block, Schorr &
Solis-Cohen, LLP, as counsel for Summit, which does not indicate that
the Lender is the holder of a lien on such Pledged Vehicle, if Summit
submits such certificate of title to the appropriate
department/bureau of motor vehicles or to a reputable title
processing agent to have a lien in favor of Summit recorded on such
certificate of title and Summit (or its Agent) receives back from the
appropriate department/bureau of motor vehicles such certificate of
title reflecting the lien of Summit as the sole lienholder.  Summit
hereby agrees to provide written notice to Fleet of its lien on any
such certificate of title promptly after either LLC or Summit
receives such certificate of title indicating Summit's lien.

(2)       In addition, if Summit fails to provide Fleet with written
evidence within fourteen (14) days of such delivery from Lender of a
certificate of title described under Section 3(b)(1) above, that it
has submitted such certificate of title to the appropriate
department/bureau of motor vehicles or to a reputable title
processing agent for notation of its lien thereon, then Lender by
notice to Summit and LLC, may declare that no Title Defect may ever
exist for such Pledged Vehicle, and such declaration shall become
effective if, but only if, Summit fails to provide such evidence to
Lender within five (5) business days of such declaration.

(c)  Further, unless excluded under subsection (a) or (b) above, a
"Title Defect" shall exist prior to the Closure Date for any Pledged
Vehicle, if and at the time that Fleet receives:  (i) evidence that a
first priority lien in favor of Summit cannot be recorded on the
certificate of title for a Pledged Vehicle; and (ii) the items
required under clause (i)(B) of Section 2 above; and (iii) evidence
that such Pledged Vehicle has been resold to and returned and
delivered to the possession of MLC or DE, as appropriate (which
latter evidence may be a receipt signed by MLC or DE).  LLC shall
assign to MLC or DE, as appropriate, any insurance coverage or
proceeds which may be available in connection with such Pledged
Vehicle as of the date of such delivery as a result of any damage to
such Pledged Vehicle which occurred during the time period from the
date hereof to the date of delivery of such Pledged Vehicle back to
MLC or DE.

(d)  On the Closure Date, LLC shall return to MLC or DE as
appropriate, in exchange for payment of the Vehicle Cost to Summit in
accordance with this Agreement, each Pledged Vehicle for which Summit
or its successors or assigns has not received a certificate of title
under either subsection (a) or (b) above, or which has not been
returned under subsection (c) above.  LLC shall assign to MLC or DE,
as appropriate, any insurance coverage or proceeds which may be
available in connection with such Pledged Vehicle as of the date of
such delivery as a result of any damage to such Pledged Vehicle which
occurred during the time period from the date hereof to the date of
delivery of such Pledged Vehicle back to MLC or DE

4.   Certain Agreements of MLC, MI, DE and LLC.  LLC, MLC, MI, DE and
Summit hereby acknowledge and agree to each of the following: (i) the
Pledged Vehicles have been sold and delivered by MLC, DE, or MI to
LLC and have been accepted by LLC; and (ii) the sale described in the
Purchase Agreement has been fully consummated, subject to LLC's right
to repayment of a portion of the Purchase Price, upon the terms and
conditions of this Agreement.

5.   Release.  Lender agrees that upon its receipt of the proceeds
described in Recital E above, it shall release to Summit and assign
to Summit its security interest in all Pledged Vehicles, and shall
execute lien releases on titles, and appropriate UCC releases, but no
other party or person may require such release or enforce the
provisions of this Section 5.

6.   Limitation.  All parties hereto undertake to perform only such
duties as are expressly set forth herein and no implied duties or
obligations shall be read into this Agreement for, by or against any
party hereto.

     7.   Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of The Commonwealth of
Massachusetts.

8.   Successors and Assigns.  This Agreement shall bind the parties
hereto and their respective heirs, executors, administrators,
successors and assigns.

9.   Integration; Amendment.  This Agreement constitutes the entire
undertaking of Fleet with respect to the subject matter hereof.  It
is expressly understood that this Agreement may not be altered,
amended, modified, or otherwise changed in any respect or particular
whatsoever, except in a writing duly executed by an authorized
representative of the party or parties against whom such waiver,
alteration, amendment or modification is to be enforced.

10.  Severability of Provisions.  Any provision in this Agreement
that is held to be inoperative, unenforceable, void or invalid in any
jurisdiction or which is negated by action of a party or any other
person or persons shall, as to that jurisdiction, be ineffective,
unenforceable, void or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforce ability, or
validity of that provision in any other jurisdiction, and to this end
and the provisions of this Agreement are declared to be severable.

11.  Judicial Proceedings.  The parties agree that any suit, action
or proceeding, whether claim or counterclaim, brought or instituted
by any of them or their respective successors or assigns, on or with
respect in this Agreement or the dealings of the parties with respect
hereto, shall be tried only by a court and not by a jury.  THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A
SPECIFIC AND MATERIAL ASPECT OF THIS ESCROW AGREEMENT AND THAT THE
OTHER PARTIES WOULD NOT ENTER INTO THIS AGREEMENT IF THE WAIVERS SET
FORTH IN THIS SECTION WERE NOT A PART OF THIS AGREEMENT.

12.  Notices.  Any notice given pursuant to this Agreement or
pursuant to any document comprising or relating to this Agreement
shall be in writing, including facsimiles and must be given by either
facsimile or overnight courier.  Notice given by facsimile or other
electronic mail shall be deemed to have been given and received when
electronic acknowledgement of receipt has been obtained by the
sender.  Notice given by overnight mail courier shall be deemed to
have been given and received on the date specified in the notice of
delivery or other record of delivery issued by the overnight courier
service retained by the party sending such Notice.  Notices shall be
addressed as set forth on Exhibit B attached hereto, or to such other
address that a party may specify by Notice.

13.  Counterparts, Fax. This Agreement may be executed in any number
of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be
an original and all of which together shall constitute one and the
same instrument.  Any party hereto may deliver its executed
counterpart hereof by fax.
                                   Very truly yours,

                                   FLEET NATIONAL BANK
                              By:  /s/Anthony D. Healey

                              Name:     Anthony D. Healey
                              Title:    Vice President

Accepted and Agreed as of the day and year first above written.

                                   SUMMIT BUSINESS CAPITAL CORP.
                              By:  /s/ Richard Stern

                              Name:     Richard Stern
                              Title:    Vice President

                                   MATLACK LEASING CORPORATION
                              By:  /s/ John R. Jenchura

                              Name:     John R. Jenchura
                              Title:    Vice President

                                   MATLACK,INC.
                              By:  /s/ John R. Jenchura

                              Name:     John R. Jenchura
                              Title:    Vice President

                                   MATLACK (DE), INC.
                              By:  /s/ John R. Jenchura

                              Name:     John R. Jenchura
                              Title:    Vice President

                                   MATLACK LEASING, LLC
                              By:  /s/ Richard Parrillo

                              Name:     Richard Parrillo
                              Title:    Managing Member

EXHIBIT "A"
PLEDGED VEHICLES
See attached list of 136 Vehicles


EXHIBIT "B"
NOTICE ADDRESSES

Depository
Lender:

Depository
100 Federal Street
Boston, MA  02110
Attn:  Anthony D. Healey
reference Matlack (Lender or Depository, as applicable)

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