DYNAMEX INC, S-1, 1996-06-06

DYNAMEX INC
S-1, 1996-06-06

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996

REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------

FORM S-L
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

---------------------

DYNAMEX INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 4215 86-0712225
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

2630 SKYMARK AVENUE
SUITE 610
MISSISSAUGA, ONTARIO L4W 5A4
(905) 238-6414
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)

ROBERT P. CAPPS
VICE PRESIDENT-FINANCE AND CORPORATE DEVELOPMENT
ONE GALLERIA TOWER
13355 NOEL ROAD, SUITE 1650
DALLAS, TEXAS 75240
(214) 960-4859
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

---------------------

Copies To:

<TABLE>
<S> <C>
CROUCH & HALLETT, L.L.P. SONNENSCHEIN NATH & ROSENTHAL
717 NORTH HARWOOD, SUITE 1400 8000 SEARS TOWER
DALLAS, TEXAS 75201 CHICAGO, ILLINOIS 60606
ATTN: BRUCE H. HALLETT ATTN: MICHAEL M. FROY
(214) 953-0053 (312) 876-8000
</TABLE>

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(2) PER SHARE(3) PRICE(2)(3) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1)............. 3,565,000 shares $12.00 $42,780,000 $14,752
============================================================================================================
</TABLE>

(1) Includes 465,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.

(2) Includes associated rights (the "Rights") to purchase one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par value $.01 per
share. Rights initially are attached to and trade with the Common Stock of
the Registrant. The value attributable to such Rights, if any, is reflected
in the offering price of the Common Stock.

(3) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(o).

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================
<PAGE> 2

DYNAMEX INC.

Cross-Reference Sheet Pursuant to Item 501(b) of Regulation S-K Showing
Locations in the Prospectus of Information Required by Part I of Form S-1.

<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEMS AND HEADINGS LOCATION OR CAPTIONS IN PROSPECTUS
------------------------------------------- -------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus..... Facing Page; Cross Reference Sheet; Outside
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus.............................. Inside Front Cover Page of Prospectus;
Additional Information; Outside Back
Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............... Prospectus Summary; The Company; Risk
Factors
4. Use of Proceeds............................ Use of Proceeds
5. Determination of Offering Price............ Outside Front Cover Page of Prospectus;
Underwriting
6. Dilution................................... Dilution
7. Selling Security Holders................... Not applicable
8. Plan of Distribution....................... Outside Front Cover Page of Prospectus;
Underwriting
9. Description of Securities to be
Registered................................. Prospectus Summary; Risk Factors; Dividend
Policy; Description of Capital Stock;
Shares Eligible for Future Sale
10. Interests of Named Experts and Counsel..... Legal Matters
11. Information with Respect to the
Registrant................................. Prospectus Summary; The Company; Risk
Factors; Dividend Policy;
Capitalization; Selected Consolidated
Financial Data; Pro Forma Financial
Information; Management's Discussion and
Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Transactions;
Principal Stockholders; Description of
Capital Stock; Shares Eligible for
Future Sale; Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................ Not applicable
</TABLE>
<PAGE> 3

***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************

SUBJECT TO COMPLETION, DATED JUNE 6, 1996

PROSPECTUS

3,100,000 SHARES

[DYNAMEX LOGO]

COMMON STOCK

All of the shares of Common Stock offered hereby are being sold by Dynamex
Inc. Prior to this Offering, there has been no public market for the Common
Stock of the Company. It is currently estimated that the initial public offering
price will be between $10.00 and $12.00 per share. See "Underwriting" for
information relating to the determination of the initial public offering price.
Application has been made to have the Common Stock approved for quotation on the
Nasdaq National Market under the symbol "DYMX."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON
STOCK OFFERED HEREBY.

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
============================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $ $ $
Total(3).......................... $ $ $
============================================================================================
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $800,000.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to an additional 465,000 shares of Common Stock solely to cover
over-allotments, if any. See "Underwriting." If all such shares are
purchased, the total Price to Public, Underwriting Discount and Proceeds to
Company will be $ , $ and $ , respectively.

The shares of Common Stock are offered by the several Underwriters when, as
and if delivered to and accepted by them and subject to their right to reject
orders in whole or in part. It is expected that delivery of the certificates for
the shares of Common Stock will be made on or about , 1996.

WILLIAM BLAIR & COMPANY HOAK SECURITIES CORP.

THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 4

[MAP REPRESENTING COMPANY BRANCHES TO BE INSERTED]

---------------------

The Company intends to distribute to its stockholders annual reports
containing consolidated financial statements audited by an independent public
accounting firm and quarterly reports containing unaudited consolidated
financial information for each of the first three quarters of each fiscal year.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto appearing
elsewhere in this Prospectus. Unless otherwise indicated, all information herein
(i) assumes no exercise of the Underwriters' over-allotment option and (ii) has
been adjusted to give effect to the 4 for 1 split of Common Stock, par value
$.01 per share (including the associated preferred stock purchase rights, the
"Common Stock") effected on June 3, 1996. See "Description of Capital Stock" and
"Underwriting." References herein to the "Company" or "Dynamex" mean Dynamex
Inc., a Delaware corporation, and its subsidiaries unless the context otherwise
requires. References herein to "Dynamex Express" mean the ground courier
operations of Air Canada purchased by the Company in May 1995. References herein
to "Mayne Nickless" mean the on-demand ground courier operations of Mayne
Nickless Incorporated and Mayne Nickless Canada Inc. purchased by the Company in
December 1995.

THE COMPANY

The Company is a leading provider of same-day delivery and logistics
services in the U.S. and Canada. Through internal growth and acquisitions, the
Company has built the only national network of same-day delivery and logistics
systems in Canada and has established operations in 10 U.S. metropolitan areas
from which it intends to build a national network in the U.S. The Company
capitalizes on its routing, dispatch and vehicle management expertise developed
in the ground courier business to provide its customers with a broad range of
value added, same-day distribution and logistics services.

Through its network of branch offices, the Company provides same-day,
door-to-door delivery services utilizing ground couriers for intra-city
deliveries and third party air transportation providers in conjunction with
ground couriers for inter-city deliveries. The Company's same-day delivery
services include both on-demand and scheduled deliveries. On-demand services are
typically unscheduled deliveries of time-sensitive materials and include
deliveries of inventory made on a just-in-time basis from strategic stocking
locations managed by Company personnel. Scheduled distribution services
encompass recurring, often daily, deliveries provided on a point-to-point basis
or deliveries that require intermediate handling, routing or sorting of items to
be delivered to multiple locations. The Company also offers fleet management
services, whereby the Company assumes complete responsibility for providing and
managing a fleet of dedicated vehicles at a customer site. The Company's
on-demand delivery capabilities are available to supplement the scheduled
distribution and dedicated fleets as necessary.

The Company believes that certain industry trends have created significant
growth opportunities for the Company. While historically, same-day delivery
service primarily related to downtown document deliveries, technological
developments such as facsimile and electronic mail have increased time
sensitivity in a variety of business transactions, thereby increasing the demand
for the same-day delivery of non-faxable items. Additionally, in an effort to
control costs and focus on primary competencies, many businesses are seeking to
reduce their reliance on in-house transportation departments by turning to third
party experts to provide transportation logistics services. To date, the
same-day delivery and logistics industry has been highly fragmented and services
have been available primarily on a local basis. The Company believes that this
market fragmentation creates substantial consolidation opportunities for
same-day delivery and logistics companies with national marketing and
operations.

The Company intends to expand its operations in the U.S. and Canada in
order to capitalize on the demand of local, regional and national businesses for
innovative same-day distribution solutions. The key elements of the Company's
business strategy are as follows: (i) increase customer utilization of primary
services at each location, (ii) target national and regional accounts, (iii)
create alliances with strategic partners and (iv) pursue acquisitions of high
quality same-day delivery companies.

3
<PAGE> 6

The Company was founded in 1992 as Parcelway Systems Holding Corp. In May
1995, the Company acquired Dynamex Express, the ground courier operations of Air
Canada, which was led by Richard K. McClelland, the Company's Chief Executive
Officer. In July 1995, the Company changed its name to Dynamex Inc. At the time
of its acquisition by the Company, Dynamex Express had developed a national
network of 20 locations across Canada and offered an array of services on a
national, multi-city and local basis. The Company seeks to expand its operations
by implementing and expanding upon the business strategy utilized by Dynamex
Express. In December 1995, the Company acquired the ground courier operations of
Mayne Nickless which had operations in eight U.S. cities and two Canadian
cities. The Company has entered into agreements or arrangements pursuant to
which it contemplates purchasing same-day delivery businesses in New York, New
York; Columbus, Ohio; Chicago, Illinois; Halifax, Nova Scotia; and Winnipeg,
Manitoba on or before the completion of the Offering (collectively, the
"Acquisitions").

THE OFFERING

<TABLE>
<S> <C>
Shares Offered by the Company................ 3,100,000
Shares to be Outstanding after the
Offering................................... 6,309,630(1)
Use of Proceeds.............................. To repay substantially all outstanding
indebtedness and to pay a portion of the
consideration for the Acquisitions. See "Use
of Proceeds."
Proposed Nasdaq National Market Symbol....... DYMX
</TABLE>

- ---------------

(1) Excludes 473,384 additional shares of Common Stock reserved for issuance
under the Company's Stock Option Plan, of which 214,384 shares of Common
Stock are issuable upon the exercise of stock options outstanding at a
weighted average exercise price of $3.84 per share and 259,000 shares of
Common Stock which will be issuable upon the exercise of stock options to be
granted in connection with the Offering at an exercise price per share equal
to the initial public offering price. Includes 126,170 shares of Common
Stock to be issued in connection with the Acquisitions (assuming an initial
public offering price of $11.00 per share) and 540,000 shares of Common
Stock to be issued upon the mandatory exercise of the Bridge Warrants at the
time of the Offering. See "Use of Proceeds" and "Management -- Stock Option
Plan."

4
<PAGE> 7

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED JULY 31, NINE MONTHS ENDED APRIL 30,
--------------------------------------------- ---------------------------------
PRO FORMA PRO FORMA
1993 1994 1995(1) 1995(2) 1995(1) 1996(1) 1996(2)
------- ------- ------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales.............................. $ 728 $ 7,023 $21,032 $ 99,506 $11,350 $50,015 $ 77,243
Gross profit....................... 309 1,811 6,696 34,004 3,545 14,936 25,619
Operating income (loss)............ (497) (960) (1,062) 3,502 (1,191) 1,479 3,154
Interest expense................... 25 157 403 2,010 240 1,079 1,673
Income (loss) before taxes......... (508) (1,065) (1,622) 1,672 (1,431) 400 1,604
Income taxes....................... -- -- 3 751 -- 11 716
Net income (loss).................. (508) (1,065) (1,625) 921 (1,431) 389 888
Net income (loss) per common
share(3)......................... $ (0.33) $ (0.63) $ (0.81) $ 0.22 $ (0.85) $ 0.10 $ 0.21
Weighted average common shares
outstanding...................... 1,556 1,691 2,018 4,258 1,679 3,706 4,258
OTHER DATA:
Earnings (loss) before interest,
taxes, depreciation and
amortization(4).................. $ (429) $ (586) $ (529) $ 5,994 $ (682) $2,545 $ 5,100
</TABLE>

<TABLE>
<CAPTION>
APRIL 30, 1996,
--------------------------
PRO FORMA
ACTUAL AS ADJUSTED(5)
------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................................................................ $ 3,300 $ 8,325
Total assets........................................................................... 32,987 45,409
Long-term debt, excluding current portion.............................................. 18,866 --
Shareholders' equity................................................................... 5,658 37,377
</TABLE>

- ---------------

(1) The historical income statement data for the year ended July 31, 1995 and
for the nine months ended April 30, 1996 include data for (i) Dynamex
Express after May 31, 1995, the effective date of its acquisition by the
Company and (ii) Mayne Nickless after December 28, 1995, the effective date
of its acquisition by the Company.

(2) The pro forma income statement data for the year ended July 31, 1995 have
been prepared as if the acquisition of Dynamex Express, Mayne Nickless and
the Acquired Companies occurred at the beginning of that period and for the
nine months ended April 30, 1996 as if the acquisition of Mayne Nickless
and the Acquired Companies occurred at the beginning of that period.

(3) See Note 1 of Notes to the Consolidated Financial Statements.

(4) EBITDA is defined as income excluding interest, taxes, depreciation and
amortization of goodwill and other intangible assets (as presented on the
face of the income statement). EBITDA is presented because management
believes that it is a widely accepted financial indicator of a company's
ability to service and/or incur indebtedness, maintain current operating
levels of fixed assets and acquire additional operations and businesses.
EBITDA should not be considered as a substitute for the statement of
operations or cash flow data from the Company's financial statements,
prepared in accordance with generally accepted accounting principles.

(5) The pro forma as adjusted summary balance sheet data have been prepared as
if the Acquisitions and the Offering had occurred as of April 30, 1996 and
reflect the issuance of the shares offered by the Company hereby, the
application by the Company of the net proceeds therefrom, and the issuance
of shares in connection with the Acquisitions and the mandatory exercise of
the Bridge Warrants at the time of the Offering. See "Use of Proceeds."

The principal executive offices of the Company are located at 2630 Skymark
Avenue, Suite 610, Mississauga, Ontario L4W 5A4 and its telephone number is
(905) 238-6414. The Company intends to move its principal executive offices to
Dallas, Texas within the next 18 months.

5
<PAGE> 8

RISK FACTORS

Prospective investors should carefully review the following risk factors
together with the other information in this Prospectus in evaluating the Company
and its business prior to purchasing the Common Stock offered by this
Prospectus.

ACQUISITION STRATEGY; POSSIBLE NEED FOR ADDITIONAL FINANCING

In order to expand its network of facilities, the Company plans to acquire
local delivery businesses in new geographic regions and in the metropolitan
areas where the Company currently operates. Due to consolidation within the
same-day delivery and logistics industry, there is significant competition in
acquiring such businesses. There can be no assurance that the Company will be
able to acquire or profitably manage additional companies or successfully
integrate their operations into the Company. In addition, there can be no
assurance that companies acquired in the future either will be beneficial to the
successful implementation of the Company's overall strategy or will ultimately
produce returns that justify the investment therein, or that the Company will be
successful in achieving meaningful economies of scale through the acquisition
thereof. See "Business -- Business Strategy" and "-- Pending Acquisitions."

The Company's acquisition strategy may require the Company to incur
additional debt in the future, may result in potentially dilutive issuances of
securities and may result in increased goodwill, intangible assets and
amortization expense. There can be no assurance that the Company will be able to
obtain additional financing if it is needed to finance acquisitions or that, if
such financing is available, it will be available on terms the Company deems
acceptable. As a result, the Company might be unable to successfully implement
its acquisition strategy. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

LIMITED COMBINED OPERATING HISTORY; HISTORY OF LOSSES

Recent acquisitions have greatly expanded the size and scope of the
operations of the Company. Additionally, the Company proposes to complete the
Acquisitions simultaneously with the closing of the Offering. The process of
integrating acquired businesses often involves unforeseen difficulties and may
require a disproportionate amount of the Company's financial and other
resources, including management time. There can be no assurance that the Company
will be able to profitably manage recently acquired companies or successfully
integrate their operations into the Company. For the years ended July 31, 1993,
1994, and 1995, the Company incurred actual net losses of approximately
$508,000, $1.1 million and $1.6 million, respectively. No assurances can be
given that the Company will operate profitably in the future. See "Selected
Consolidated Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

COMPETITION

The market for same-day delivery and logistics services has been and is
expected to remain highly competitive. Competition is often intense,
particularly for basic delivery services. The industry is highly fragmented with
low barriers to entry, and there is a recent trend toward consolidation. Other
companies in the industry compete with the Company not only for provision of
services but also for acquisition candidates. Some of these companies have
longer operating histories and greater financial and other resources than the
Company. Additionally, companies that do not currently operate delivery and
logistics businesses may enter the industry in the future to capitalize on the
consolidation trend. See "Business -- Competition."

CLAIMS EXPOSURE

The Company utilizes the services of approximately 2,300 drivers, and from
time to time such drivers are involved in accidents or other activities that may
give rise to liability claims. The Company currently carries liability insurance
with an aggregate limit of $15.0 million, and independent owner/operators are
required to maintain liability insurance of at least the minimum amounts
required by applicable state or provincial law. The Company also has insurance
policies covering property and fiduciary trust liability, which coverage

6
<PAGE> 9

includes all drivers. There can be no assurance that claims against the Company,
whether under the liability insurance or the surety bonds, will not exceed the
applicable amount of coverage, that the Company's insurer will be solvent at the
time of settlement of an insured claim, or that the Company will be able to
obtain insurance at acceptable levels and costs in the future. In addition, the
Company's increased visibility and financial strength as a public company may
create additional claims exposure. If the Company were to experience a material
increase in the frequency or severity of accidents, liability claims, workers'
compensation claims, or unfavorable resolutions of claims, the Company's
business, financial condition and results of operations could be materially and
adversely affected. In addition, significant increases in insurance costs could
adversely affect the Company's profitability. See "Business -- Safety."

CERTAIN TAX MATTERS RELATED TO DRIVERS

The Company uses independent owner/operators as drivers in a significant
portion of its operations. As of April 30, 1996, approximately 83% of the
Company's drivers were independent owner/operators. From time to time, taxing
authorities in the U.S. and Canada have sought to assert that independent
owner/operators in the transportation industry, including those utilized by the
Company, are employees, rather than independent contractors. The Company
believes that the independent owner/operators utilized by the Company are not
employees under existing interpretations of federal (U.S. and Canadian), state
and provincial laws. However, there can be no assurance that federal, state or
provincial authorities will not challenge this position, or that other laws or
regulations, including tax laws, or interpretations thereof, will not change.
If, as a result of any of the foregoing, the Company is required to pay for and
administer added benefits to independent owner/operators, the Company's
operating costs would increase. Additionally, if the Company is required to pay
back-up withholding with respect to amounts previously paid to such persons, it
may be required to pay penalties which could have a material adverse impact on
the Company's financial condition and results of operations. See
"Business -- Services" and "-- Employees."

In addition, certain of the Company's drivers are employed by the Company
and own and operate the vehicles used during the course of their employment. The
Company reimburses these employees for all or a portion of the operating costs
of those vehicles. The Company believes that these reimbursement arrangements do
not represent additional compensation to those employees. However, there can be
no assurance that federal (U.S. and Canadian), state or provincial taxing
authorities will not seek to recharacterize some or all of such payments as
additional compensation. If such amounts were so recharacterized, the Company
would have to pay additional employment related taxes on such amounts.

FOREIGN EXCHANGE

A significant portion of the Company's operations are conducted in Canada.
Exchange rate fluctuations between the U.S. and Canadian dollar result in
fluctuations in the amounts relating to the Canadian operations reported in the
Company's consolidated financial statements. The Company historically has not
entered into hedging transactions with respect to its foreign currency exposure.
There can be no assurance that fluctuations in foreign currency exchange rates
will not have a material adverse effect on the Company's business, financial
condition or results of operations. See Note 8 of Notes to the Consolidated
Financial Statements.

PERMITS AND LICENSING

Although recent legislation has significantly deregulated certain aspects
of the transportation industry, the Company's delivery operations are still
subject to various federal, state, provincial and local laws, ordinances and
regulations that in many instances require certificates, permits and licenses.
Failure by the Company to maintain required certificates, permits or licenses,
or to comply with applicable laws, ordinances or regulations could result in
substantial fines or possible revocation of the Company's authority to conduct
certain of its operations. Delays in obtaining approvals for the transfer or
grant of certificates, permits or licenses, or failure to obtain same, could
impede the implementation of the Company's acquisition program. See "Business --
Regulation."

7
<PAGE> 10

CONSUMMATION OF THE ACQUISITIONS

The consummation of each of the Acquisitions is subject to customary
conditions, and the agreements relating to the Acquisitions may be terminated
under certain circumstances. There can be no assurance that these closing
conditions will be satisfied or that one or more of the Acquisitions will not be
completed. See "Business -- Pending Acquisitions."

DEPENDENCE ON KEY PERSONNEL

The Company's success is largely dependent on the skills, experience and
performance of certain key members of its management, including particularly
Richard K. McClelland, the Company's Chief Executive Officer. The loss of the
services of any of these key employees could have a material adverse effect on
the Company's business, financial condition and results of operations. The
Company has entered into an employment contract with Mr. McClelland. The
Company's future success and plans for growth also depend on its ability to
attract, train and retain skilled personnel in all areas of its business. There
is strong competition for skilled personnel in the same-day delivery and
logistics business. See "Management."

EFFECTIVE CONTROL BY CYPRESS CAPITAL PARTNERS I, L.P. AND AFFILIATES

Upon completion of the Offering, Cypress Capital Partners I, L.P., a
Dallas-based private investment partnership ("Cypress"), and certain of its
affiliates, including James M. Hoak, the sole stockholder of the general partner
of Cypress, will directly and indirectly own an aggregate of 2,356,552 shares of
Common Stock, or approximately 37% of the total voting power of the Company (or
35% of the total voting power of the Company if the over-allotment option is
exercised in full). Accordingly, Cypress and its affiliates will be in a
position to exercise substantial influence over actions that require consent of
stockholders, including decisions relating to the election of directors of the
Company, mergers and consolidations. See "Principal Stockholders," "Certain
Transactions" and "Underwriting."

TECHNOLOGY

Technological advances in the nature of facsimile and electronic mail have
affected the market for on-demand document delivery services. While these
technological developments have not had a significant adverse impact on the
Company's business to date, and although the Company has shifted its focus to
the distribution of non-faxable items and logistics services, there can be no
assurance that these or other technologies will not have a material adverse
effect on the Company's business, financial condition and results of operations
in the future.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
6,309,630 shares of Common Stock. As part of the consideration for the
Acquisitions, the Company has agreed to issue to certain owners of the Acquired
Companies an aggregate of 126,170 shares of Common Stock (assuming an initial
public offering price of $11.00 per share) and has agreed to register such
shares under the Securities Act of 1933, as amended (the "Securities Act"),
within 30 days after the closing of the Acquisitions in order to permit the
resale of such shares in the open market from time to time, subject to the
lockup agreement discussed below. The Company has agreed to maintain the
effectiveness of such registration for two years. In addition, 3,083,460 shares
previously issued by the Company (including 540,000 shares to be issued upon the
mandatory exercise of the Bridge Warrants) will be eligible for resale 90 days
after the Offering subject to the provisions of Rule 144 under the Securities
Act and the lockup agreement discussed below. Further, 473,384 shares of Common
Stock will be issuable upon exercise of outstanding options and options to be
granted in connection with the Offering, 110,754 of which are immediately
exercisable and 362,630 of which vest over a five-year period. Of the 110,754
shares of Common Stock issuable upon the exercise of options which are
immediately exercisable, 105,954 of such shares are subject to the lockup
agreement described below. The Company, the Company's executive officers and
directors, previous owners of the companies to be acquired in the Acquisitions
to whom shares of Common Stock are being issued in connection therewith and
stockholders

8
<PAGE> 11

of the Company that own 1% or more of the Common Stock outstanding prior to the
Offering have agreed not to offer, sell, contract to sell or otherwise dispose
of any shares of Common Stock or any securities exercisable for or convertible
into Common Stock for a period of 180 days after the date of this Prospectus
without the prior written consent of William Blair & Company, L.L.C. Pursuant to
a registration rights agreement with the Company, Cypress may require the
Company after the six month anniversary of the Offering to file a registration
statement under the Securities Act with respect to its shares of Common Stock
and subject to certain limitations, certain other principal stockholders of the
Company are entitled to include their shares of Common Stock therein.

No predictions can be made as to the effect, if any, that market sales of
such shares will have on the market price of shares of Common Stock prevailing
from time to time. However, sales of substantial amounts of Common Stock in the
open market or the availability of such shares for sale following the Offering
could adversely affect the market price for the Common Stock. See "Shares
Eligible for Future Sale," "Description of Capital Stock" and "Principal
Stockholders."

ABSENCE OF PREVIOUS MARKET

Prior to the Offering, there has been no public market for any class of
stock of the Company. Consequently, the initial public offering price has been
determined by negotiations among the Company and the Representatives of the
Underwriters and may not necessarily be indicative of the market price of the
Common Stock after the Offering. No assurance can be given that an active public
trading market for the Common Stock will develop or be sustained, or as to the
price at which the Common Stock will trade if and when it is issued. See
"Underwriting" for factors considered in determining the initial public offering
price.

POSSIBLE VOLATILITY OF STOCK PRICE

Prices for the Common Stock will be determined in the marketplace and may
be influenced by many factors, including the depth and liquidity of the market
for the Common Stock, investor perception of the Company, and general economic
and market conditions. Variations in the Company's operating results, general
trends in the industry and other factors could cause the market price of the
Common Stock to fluctuate significantly. In addition, general trends and
developments in the industry, government regulation and other factors could have
a significant impact on the price of the Common Stock. The stock market has, on
occasion, experienced extreme price and volume fluctuations that have often
particularly affected market prices for smaller companies and that often have
been unrelated or disproportionate to the operating performance of the affected
companies, and the price of the Common Stock could be affected by such
fluctuations.

DILUTION

Purchasers of Common Stock in the Offering will experience immediate and
substantial dilution in the net tangible book value per share of Common Stock of
$8.92 assuming an initial public offering price of $11.00 per share. See
"Dilution."

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Restated Certificate of Incorporation
(the "Restated Certificate of Incorporation"), the Company's Bylaws (the
"Bylaws") and the Rights Agreement between the Company and Harris Trust and
Savings Bank (the "Rights Agreement") may delay, defer, discourage or prevent a
merger, proxy contest, tender offer or takeover attempt that a stockholder might
consider to be in such stockholder's best interest, including attempts that
might result in a premium over the market price for the shares held by
stockholders.

The Bylaws provide that the number of directors shall be fixed, from time
to time, by resolution of the Board of Directors of the Company. Neither the
Bylaws nor the Restated Certificate of Incorporation permit stockholders to call
special meetings or to take actions by written consent in lieu of a meeting,
unless such action and the taking of such action by written consent have been
approved in advance by the Board of

9
<PAGE> 12

Directors. The Restated Certificate of Incorporation provides that the Board of
Directors may amend the Bylaws, subject to the rights of the stockholders to
amend such Bylaws. An amendment to the provision of the Restated Certificate of
Incorporation which prohibits action by stockholders by written consent in lieu
of a meeting requires the affirmative vote of two-thirds of the Company's
capital stock then outstanding. Pursuant to the Restated Certificate of
Incorporation, additional shares of Common Stock may be issued in the future
without further stockholder approval. Furthermore, the Restated Certificate of
Incorporation permits the Board of Directors to establish by resolution one or
more series of preferred stock ("Preferred Stock") and to establish the powers,
designations, preferences and relative, participating, optional or other special
rights of each series of Preferred Stock. The Preferred Stock could be issued on
terms that are unfavorable to the holders of Common Stock or that could make a
takeover or change in control of the Company more difficult.

In June 1996, the Board of Directors of the Company approved the Rights
Agreement which is designed to protect stockholders should the Company become a
target of coercive and unfair takeover tactics but may discourage takeover
attempts that are not approved by the Board of Directors. The Rights could cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on substantially
all of the Rights also being acquired. In addition, immediately following the
Offering, the Company will be subject to Section 203 of the Delaware General
Corporation Law, which places restrictions on certain business combinations with
certain stockholders that could render more difficult a change in control of the
Company. See "Description of Capital Stock."

NO DIVIDENDS

The Company has not declared or paid any cash dividends on its Common Stock
since its inception. The Company currently intends to retain all earnings for
the operation and expansion of its business and does not anticipate paying any
dividends in the foreseeable future. In addition, the Company's credit agreement
prohibits the payment of dividends. See "Dividend Policy" and Note 5 of Notes to
the Consolidated Financial Statements.

10
<PAGE> 13

THE COMPANY

History. The Company was founded in 1992 as Parcelway Systems Holding Corp.
In November 1993, Cypress acquired a controlling interest in the Company with
the purpose of building a national same-day delivery and logistics company.
During 1993 and 1994, the Company completed acquisitions of same-day delivery
companies with operations in Phoenix, Arizona; Chicago, Illinois; Los Angeles,
California; and Western Canada. In May 1995, the Company acquired Dynamex
Express and subsequently changed the Company's name to Dynamex Inc. At the time
of its acquisition, Dynamex Express had developed a national network of same-day
delivery and logistics services in Canada and had operations in 20 Canadian
cities. In December 1995, the Company significantly expanded the scope of its
U.S. operations by acquiring the same-day, on-demand delivery business of Mayne
Nickless which had facilities in eight major metropolitan areas in the U.S. and
two metropolitan areas in Canada.

Pending Acquisitions. The Company has entered into agreements
(collectively, the "Acquisition Agreements"), and with respect to Action
Delivery and Messenger Service Limited ("Action Delivery"), has entered into a
letter of intent, pursuant to which it will purchase, on or before the
completion of the Offering, the same-day delivery businesses of (i) Action
Delivery, (ii) Seidel Enterprises, Inc. and a related company (together, "Seidel
Delivery"), (iii) Seko Enterprises, Inc. and related companies (together,
"Seko/Metro"), (iv) Southbank Courier, Inc. ("Southbank") and (v) Zipper
Transportation Services, Ltd. ("Zipper"; and collectively with Action Delivery,
Seidel Delivery, Southbank and Seko/Metro, the "Acquired Companies"). As
consideration for the stock of the Acquired Companies, the stockholders of the
Acquired Companies will receive an aggregate of approximately $7.2 million in
cash and approximately 126,170 shares of Common Stock (assuming an initial
public offering price of $11.00 per share) and the Company will repay an
aggregate amount of approximately $840,000 of the Acquired Companies'
indebtedness.

Certain information regarding each of the Acquired Companies is summarized
below:

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
YEAR DECEMBER 31, 1995 METROPOLITAN
ACQUIRED COMPANY ESTABLISHED SALES AREAS SERVED
- ---------------- ----------- ------------------- -------------------
<S> <C> <C> <C>
Halifax, Nova
Action Delivery 1973 $ 2.3 million(1) Scotia
Seidel Delivery 1988 1.8 million Columbus, Ohio
Seko/Metro 1954 8.5 million Chicago, Illinois
Southbank 1992 2.0 million New York, New York
Zipper 1974 6.3 million(1) Winnipeg, Manitoba
-------------
$20.9 million
</TABLE>

- ---------------

(1) Amounts have been converted from Canadian dollars to U.S. dollars using an
exchange rate of 0.73 U.S. dollars to 1.00 Canadian dollars.

11
<PAGE> 14

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of 3,100,000
shares of Common Stock in the Offering are estimated to be approximately $30.9
million assuming an initial public offering price of $11.00 per share and after
deducting the underwriting discount and estimated offering expenses.

The Company will apply approximately $8.4 million of the net proceeds of
the Offering to pay (i) the cash portion of the consideration payable in
connection with the Acquisitions, including repayment of assumed debt of
$840,000 and (ii) the estimated transaction costs to effect the Acquisitions of
$400,000. See "Business -- Pending Acquisitions" and "Pro Forma Financial
Information."

The Company will apply approximately $20.4 million of the net proceeds of
the Offering to repay indebtedness outstanding as of May 31, 1996 of (i) term
bank indebtedness (approximately $13.5 million principal amount), (ii)
indebtedness to Air Canada (approximately Cdn $3.2 million principal amount
(approximately $2.4 million, as converted using an exchange rate of 0.73 U.S.
dollars to 1.00 Canadian dollars)), and (iii) indebtedness under the Bridge
Notes ($4.5 million principal amount). The Company's bank indebtedness was
incurred under a Credit Agreement, dated as of December 15, 1995 (the "Credit
Agreement"), and bears interest at a variable rate (9.5% as of May 31, 1996).
Such indebtedness, the substantial portion of which matures in installments
through March 2001, was incurred principally for the purpose of providing
financing for the acquisition of Mayne Nickless and refinancing the indebtedness
incurred by the Company in its prior acquisitions. The Company's indebtedness to
Air Canada is due on March 28, 2002 and bears interest at an annual rate of 10%.
This indebtedness was incurred in connection with the Company's acquisition of
Dynamex Express and was refinanced in connection with the Company's acquisition
of Mayne Nickless. The bridge facility consists of $4.5 million (approximately
$3.9 million carrying value) of junior subordinated debentures (the "Bridge
Notes") due June 28, 2001, bearing interest at an initial annual rate of 12%,
and related warrants (the "Bridge Warrants") to purchase 540,000 shares of
Common Stock at $.025 per share which are mandatorily exercisable upon the
completion of the Offering. The Bridge Notes and Bridge Warrants were purchased
by Cypress, various limited partners of Cypress and certain affiliates of
Cypress' general partner in connection with the acquisition of Mayne Nickless.
See Note 5 of Notes to the Consolidated Financial Statements and "Certain
Transactions."

The remaining balance of the net proceeds of the Offering (approximately
$2.1 million) will be used to reduce the revolving note under the Credit
Agreement (approximately $800,000 principal amount which bears interest at a
variable rate, 9.25% as of May 31, 1996) and for general corporate purposes,
including working capital and potential future acquisitions. While the Company
does not have any commitments with respect to any future acquisitions other than
the Acquisitions, the Company is in the process of evaluating and holding
preliminary discussions with potential acquisition candidates in conjunction
with its acquisition program.

Pending the uses set forth above, the net proceeds of the Offering will be
invested in short-term, interest bearing, investment-grade securities.

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on its Common Stock
since its inception. The Company currently intends to retain all earnings for
the operation and expansion of its business and does not anticipate paying any
dividends in the foreseeable future. In addition, the Credit Agreement prohibits
the payment of dividends. See Note 5 of Notes to the Consolidated Financial
Statements.

12
<PAGE> 15

CAPITALIZATION

The following table sets forth the consolidated current portion of
long-term debt and capitalization of the Company (i) as of April 30, 1996 and
(ii) after giving pro forma effect to the consummation of the Acquisitions and
the issuance of 126,170 shares of Common Stock in connection therewith, as
adjusted to reflect (a) the sale by the Company of 3,100,000 shares of Common
Stock offered hereby at an assumed initial public offering price of $11.00 per
share (after deduction of the underwriting discount and estimated offering
expenses) and the application of the net proceeds therefrom as described under
"Use of Proceeds" and (b) the Company's issuance of 540,000 shares of Common
Stock upon the mandatory exercise of the Bridge Warrants. This table should be
read in conjunction with the pro forma financial information and the Company's
financial statements, including the notes thereto, appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
APRIL 30, 1996
-----------------------
PRO FORMA
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt.............................. $ 2,044 $ 144
======= =======
Long-term debt and capital leases, excluding current portion... $18,866 $ 168
------- -------
Shareholders' equity:
Preferred Stock, $.01 par value 10,000,000 shares authorized,
no shares issued.......................................... -- --
Warrants to purchase Common Stock............................ 624 --
Common Stock, $.01 par value, 50,000,000 shares authorized;
2,543,460 shares issued, 6,309,630 shares issued pro forma
as adjusted(1)............................................ 25 63
Additional paid-in capital................................... 8,756 41,657
Accumulated deficit(2)....................................... (3,749) (4,345)
Unrealized foreign currency translation adjustment........... 2 2
------- -------
Total shareholders' equity................................ 5,658 37,377
------- -------
Total capitalization................................. $24,524 $37,544
======= =======
</TABLE>

- ---------------

(2) The Company will incur an extraordinary loss in connection with the
redemption of the Bridge Notes in the amount of the difference between the
carrying value and the principal amount of the Bridge Notes as of April 30,
1996. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

13
<PAGE> 16

DILUTION

The net tangible book value of the Company's Common Stock as of April 30,
1996 was a deficit of approximately $12.2 million, or approximately $4.80 per
share, based upon 2,543,460 shares of Common Stock outstanding at such date.
"Pro forma, as adjusted net tangible book value per share" is determined by
dividing the pro forma, as adjusted net tangible book value by the number of
shares of Common Stock assumed to be outstanding. After giving effect to (i) the
mandatory exercise of the Bridge Warrants, (ii) the completion of the
Acquisitions, including the issuance of 126,170 shares (at an assumed initial
public offering price of $11.00 per share) as partial consideration therefor,
and (iii) the sale by the Company in the Offering of 3,100,000 shares of Common
Stock at an assumed initial public offering price of $11.00 per share (resulting
in net proceeds of approximately $30.9 million after deducting the underwriting
discount and estimated expenses of the Offering) the pro forma, as adjusted, net
tangible book value of the Company as of April 30, 1996 would have been
approximately $13.1 million, or approximately $2.08 per share. This represents
an immediate dilution of $8.92 per share to new investors. The following table
illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.................... $11.00
------
Net tangible book value deficit per share........................ $(4.80)
Increase per share attributable to the Acquisitions.............. 0.38
Decrease per share attributable to the exercise of the Bridge
Warrants...................................................... (0.19)
Increase per share attributable to the Offering.................. 6.69
------
Pro forma, as adjusted net tangible book value per share after the
Offering......................................................... 2.08
------
Dilution per share to new investors................................ $ 8.92
======
</TABLE>

The following table summarizes on a pro forma, as adjusted basis as of
April 30, 1996 the total number of shares of Common Stock purchased from the
Company, the total consideration paid and the average price per share paid by
existing stockholders (giving effect to the adjustments as set forth above) and
by the new investors who purchase shares of Common Stock pursuant to the
Offering at an assumed initial public offering price of $11.00 per share.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- ---------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)........ 3,209,630 50.9% $10,806,000 24.1% $ 3.37
New investors................... 3,100,000 49.1 34,100,000 75.9 11.00
--------- ----- ----------- -----
Total................. 6,309,630 100.0% $44,906,000 100.0%
========= ===== =========== =====
</TABLE>

- ---------------

(1) Excludes 473,384 additional shares of Common Stock reserved for issuance
under the Company's Stock Option Plan, of which 214,384 shares of Common
Stock are issuable upon exercise of stock options outstanding at a weighted
average exercise price of $3.84 per share and 259,000 shares of Common
Stock which will be issuable upon exercise of stock options to be granted
in connection with the Offering at an exercise price per share equal to the
initial public offering price. Includes 126,170 shares of Common Stock to
be issued in connection with the Acquisitions and 540,000 shares of Common
Stock to be issued upon the mandatory exercise of the Bridge Warrants upon
the completion of the Offering. See "Use of Proceeds" and
"Management -- Stock Option Plan."

14
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected historical financial data for the three years ended
July 31, 1995 have been derived from the audited consolidated financial
statements of the Company appearing elsewhere herein. The following selected
historical financial data for the year ended July 31, 1992 have been derived
from the consolidated financial statements of the Company not appearing
elsewhere herein. The selected historical financial data for the nine months
ended April 30, 1995 and 1996 respectively, have been derived from the unaudited
consolidated financial statements, appearing elsewhere herein. The unaudited
consolidated financial statements, in the opinion of management, include all
adjustments, consisting of normal recurring accruals, which the Company
considers necessary for a fair presentation of the results of operations for
that period. Operating results for the nine months ended April 30, 1996 are not
necessarily indicative of the results that may be expected for the entire fiscal
year ending July 31, 1996. The following selected pro forma financial data for
the year ended July 31, 1995, for the nine months ended April 30, 1996, and as
adjusted as of April 30, 1996 have been derived from the unaudited pro forma
financial information appearing elsewhere herein. The selected financial data
are qualified in their entirety, and should be read in conjunction with, the
Company's financial statements, including the notes thereto, "Pro Forma
Financial Information" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere herein.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31, NINE MONTHS ENDED APRIL 30,
---------------------------------------------------- -------------------------------
PRO FORMA PRO FORMA
1992(1) 1993 1994 1995(2) 1995(3) 1995(2) 1996(2) 1996(3)
------- ------ ------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales................................. $ 219 $ 728 $ 7,023 $21,032 $99,506 $11,350 $50,015 $77,243
Cost of sales......................... 148 419 5,212 14,336 65,502 7,805 35,079 51,624
------ ------ ------- ------- ------- ------- ------- -------
Gross profit........................ 71 309 1,811 6,696 34,004 3,545 14,936 25,619
Selling, general and administrative
expenses............................ 226 752 2,449 7,068 28,190 4,227 12,391 20,642
Depreciation and amortization......... 25 54 322 690 2,312 509 1,066 1,823
------ ------ ------- ------- ------- ------- ------- -------
Operating income (loss)............. (180) (497) (960) (1,062) 3,502 (1,191) 1,479 3,154
Interest expense...................... 16 25 157 403 2,010 240 1,079 1,673
Other (income) expense................ (5) (14) (52) 157 (180) -- -- (123)
------ ------ ------- ------- ------- ------- ------- -------
Income (loss) before taxes.......... (191) (508) (1,065) (1,622) 1,672 (1,431) 400 1,604
Income taxes.......................... -- -- -- 3 751 -- 11 716
------ ------ ------- ------- ------- ------- ------- -------
Net income (loss)................... $ (191) $ (508) $(1,065) $(1,625) $ 921 $(1,431) $ 389 $ 888
====== ====== ======= ======= ======= ======= ======= =======
Net income (loss) per common
share(4)............................ $(0.12) $(0.33) $ (0.63) $ (0.81) $ 0.22 $ (0.85) $ 0.10 $ 0.21
====== ====== ======= ======= ======= ======= ======= =======
Weighted average common shares
outstanding......................... 1,556 1,556 1,691 2,018 4,258 1,679 3,706 4,258
====== ====== ======= ======= ======= ======= ======= =======
OTHER DATA:
Earnings (loss) before interest,
taxes, depreciation and
amortization(5)..................... $ (150) $ (429) $ (586) $ (529) $ 5,994 $ (682) $ 2,545 $ 5,100
</TABLE>

<TABLE>
<CAPTION>
APRIL 30, 1996
JULY 31, -------------------------
----------------------------------- PRO FORMA
1992 1993 1994 1995 ACTUAL AS ADJUSTED(6)
---- ------ ------ ------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.............................................. $380 $ 36 $ 638 $ 1,484 $ 3,300 $ 8,325
Total assets................................................. 599 1,286 8,134 17,194 32,987 45,409
Long-term debt, excluding current portion.................... -- 1,037 1,999 5,924 18,866 168
Shareholders' equity (deficit)............................... 410 (106) 3,389 4,650 5,658 37,377
</TABLE>

- ---------------

(1) Represents results for the fourteen months ended July 31, 1992. The
Company's predecessors began operations in June 1991, however, operations
prior to July 31, 1991 were not significant.

(2) The historical income statement data for the year ended July 31, 1995 and
for the nine months ended April 30, 1996 include data for (i) Dynamex
Express after May 31, 1995, the effective date of its acquisition by the
Company and (ii) Mayne Nickless after December 28, 1995, the effective date
of its acquisition by the Company.

(3) The pro forma income statement data for the year ended July 31, 1995 have
been prepared as if the acquisition of Dynamex Express, Mayne Nickless and
the Acquired Companies occurred at the beginning of that period and for the
nine months ended April 30, 1996 as if the acquisition of Mayne Nickless and
the Acquired Companies occurred at the beginning of that period.

(4) See Note 1 of Notes to the Consolidated Financial Statements.

(5) EBITDA is defined as income excluding interest, taxes, depreciation and
amortization of goodwill and other assets (as presented on the face of the
income statement). EBITDA is presented because management believes that it
is a widely accepted financial indicator of a company's ability to service
and/or incur indebtedness, maintain current operating levels of fixed assets
and acquire additional operations and businesses. EBITDA should not be
considered as a substitute for statement of operations or cash flow data
from the Company's financial statements, prepared in accordance with
generally accepted accounting principles.

(6) Adjusted to reflect the issuance of shares offered by the Company hereby,
the application by the Company of the net proceeds therefrom and the
issuance of shares in connection with the Acquisitions and the mandatory
exercise of the Bridge Warrants at the time of the Offering. See "Use of
Proceeds."

15
<PAGE> 18

PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated condensed financial
information consists of an Unaudited Pro Forma Consolidated Condensed Balance
Sheet as of April 30, 1996 and the Unaudited Pro Forma Consolidated Condensed
Statements of Operations for the year ended July 31, 1995 and the nine months
ended April 30, 1996 (collectively the "Pro Forma Statements"). The Unaudited
Pro Forma Consolidated Condensed Balance Sheet as of April 30, 1996 gives effect
to the Acquisitions as if they had occurred on April 30, 1996, including the
issuance of 126,170 shares of Common Stock to the previous owners of the
Acquired Companies and the issuance of 825,000 shares of Common Stock pursuant
to the Offering (which amount is sufficient to fund the cash portion of the
purchase price, including costs related thereto, of $8.4 million). The Unaudited
Pro Forma, As Adjusted Consolidated Condensed Balance Sheet as of April 30, 1996
gives additional effect to the issuance of the balance of the shares of Common
Stock pursuant to the Offering, the application of the proceeds thereof and the
mandatory exercise of the Bridge Warrants simultaneously therewith. The
Unaudited Pro Forma Consolidated Condensed Statements of Operations give effect
to the acquisitions of Dynamex Express, Mayne Nickless and the Acquired
Companies, including the issuance of 126,170 and 825,000 shares of Common Stock
as described above, as if all such acquisitions had occurred as of the beginning
of those respective periods.

Each of the Acquisitions will be accounted for utilizing the purchase
method of accounting. The purchase price has been allocated in the Pro Forma
Statements to the assets to be acquired and the liabilities to be assumed on a
preliminary basis based on the Company's estimates of their fair values.

Unaudited pro forma adjustments are based upon historical information,
preliminary estimates and certain assumptions that the Company deems
appropriate. The unaudited pro forma condensed financial information presented
herein is not necessarily indicative of the results of the Company that would
have been obtained had such events occurred at the beginning of the period, as
assumed, or of the future results of the Company. The Pro Forma Statements
should be read in conjunction with the other financial statements and notes
thereto appearing elsewhere in this Prospectus.

16
<PAGE> 19

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
APRIL 30, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
ACQUIRED
COMPANIES THE COMPANY
PRO FORMA THE COMPANY PRO FORMA
THE COMPANY COMBINED PRO FORMA PRO FORMA OFFERING AS ADJUSTED
APRIL 30, 1996 MARCH 31, 1996 ADJUSTMENTS APRIL 30, 1996 ADJUSTMENTS APRIL 30, 1996
-------------- -------------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Cash and temporary
investments................ $ 516 $ 87 $ (7,600)(a) $ 603 $ 22,473(e) $ 1,896
8,440(c) (21,194)(f)
(840)(d) 14(g)
Accounts receivable.......... 10,768 2,629 13,397 13,397
Other current assets......... 479 417 896 896
-------- ------ -------- -------- -------- --------
11,763 3,133 -- 14,896 1,293 16,189
Furniture, fixtures and
equipment, net............. 1,990 1,463 3,453 3,453
Intangible assets............ 17,867 307 6,091(b) 24,265 24,265
Other assets................. 1,367 135 1,502 1,502
-------- ------ -------- -------- -------- --------
$ 32,987 $5,038 $ 6,091 $ 44,116 $ 1,293 $ 45,409
======== ====== ======== ======== ======== ========
Current liabilities.......... $ 8,463 $1,946 (645)(d) $ 9,764 $ (1,900)(f) $ 7,864
Long-term debt............... 18,866 195 (195)(d) 18,866 (18,698)(f) 168
Shareholders' equity......... 5,658 2,897 8,988(a) 15,486 22,473(e) 37,377
(2,897)(b) (596)(f)
840(c) 14(g)
-------- ------ -------- -------- -------- --------
$ 32,987 $5,038 $ 6,091 $ 44,116 $ 1,293 $ 45,409
======== ====== ======== ======== ======== ========
</TABLE>

The accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial
Statements
are an integral part of these statements.

17
<PAGE> 20

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
ACQUIRED
COMPANIES
DYNAMEX MAYNE PRO FORMA
EXPRESS NICKLESS COMBINED THE COMPANY
THE COMPANY TEN MONTHS FISCAL YEAR TWELVE MONTHS PRO FORMA
YEAR ENDED ENDED ENDED ENDED PRO FORMA YEAR ENDED
JULY 31, 1995 MAY 31, 1995 JULY 2, 1995 JUNE 30, 1995 ADJUSTMENTS JULY 31, 1995
------------- ------------ ------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Sales.......................... $21,032 $ 28,833 $27,922 $ 21,719 $ $99,506
Cost of sales.................. 14,336 20,914 16,433 13,819 65,502
------- -------- ------- -------- -------
Gross profit................. 6,696 7,919 11,489 7,900 34,004
Selling, general and
administrative expenses...... 7,068 6,612 8,946 5,906 (342)(i) 28,190
Depreciation and
amortization................. 690 310 666 277 369 (h) 2,312
------- -------- ------- -------- -------- -------
Operating income (loss)...... (1,062) 997 1,877 1,717 (27) 3,502
Interest expense............... 403 (42) 74 120 1,455 (j) 2,010
Other (income) expense......... 157 (175) -- (162) (180)
------- -------- ------- -------- -------- -------
Income (loss) before income
taxes..................... (1,622) 1,214 1,803 1,759 (1,482) 1,672
Income taxes................... 3 10 -- 78 660 (l) 751
------- -------- ------- -------- -------- -------
Net income (loss)............ $(1,625) $ 1,204 $ 1,803 $ 1,681 $ (2,142) $ 921
======= ======== ======= ======== ======== =======
Net income (loss) per common
share........................ $ (0.81) $ 0.22
======= =======
Weighted average common shares
outstanding.................. 2,018 4,258
======= =======
</TABLE>

The accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial
Statements
are an integral part of these statements.

18
<PAGE> 21

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
NINE MONTHS ENDED APRIL 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
ACQUIRED
COMPANIES
MAYNE PRO FORMA THE COMPANY
THE COMPANY NICKLESS COMBINED PRO FORMA
NINE MONTHS SIX MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED PRO FORMA ENDED
APRIL 30, 1996 DECEMBER 31, 1995 MARCH 31, 1995 ADJUSTMENTS APRIL 30, 1996
-------------- ----------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Sales.................... $ 50,015 $14,008 $ 15,287 $(2,067)(k) $ 77,243
Cost of sales............ 35,079 7,985 9,554 (994)(k) 51,624
-------- ------- -------- ------- --------
Gross profit........... 14,936 6,023 5,733 (1,073) 25,619
Selling, general
and administrative
expenses............... 12,391 4,924 4,503 (993)(k) 20,642
(183)(i)
Depreciation and
amortization........... 1,066 312 224 221 (h) 1,823
-------- ------- -------- ------- --------
Operating income
(loss).............. 1,479 787 1,006 (118) 3,154
Interest expense......... 1,079 36 76 482 (j) 1,673
Other (income) expense... -- -- (123) -- (123)
-------- ------- -------- ------- --------
Income (loss) before
income taxes........ 400 751 1,053 (600) 1,604
Income taxes............. 11 -- 45 660 (l) 716
-------- ------- -------- ------- --------
Net income (loss)...... $ 389 $ 751 $ 1,008 $(1,260) $ 888
======== ======= ======== ======= ========
Net income (loss) per
common share........... $ 0.10 $ 0.21
======== ========
Weighted average common
shares outstanding..... 3,706 4,258
======== ========
</TABLE>

The accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial
Statements
are an integral part of these statements.

19
<PAGE> 22

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS

BASIS OF PRESENTATION -- The accompanying Unaudited Pro Forma Consolidated
Condensed Balance Sheet presents the financial condition of the Company as if
the Acquisitions had occurred as of April 30, 1996. The Unaudited Pro Forma, As
Adjusted Consolidated Condensed Balance Sheet presents the financial condition
of the Company as if the Acquisitions, the Offering, including the application
of proceeds thereof, and the exercise of the Bridge Warrants had occurred as of
April 30, 1996. The Pro Forma Consolidated Condensed Statement of Operations
presents the results of operations for the nine months ended April 30, 1996 as
if the Acquisitions and the acquisition of Mayne Nickless had occurred at the
beginning of that period. In addition, the Unaudited Pro Forma Consolidated
Condensed Statement of Operations for the year ended July 31, 1995 has been
presented as if the Acquisitions and the acquisition of Mayne Nickless and
Dynamex Express had occurred as of the beginning of that period. Each of these
acquisitions has been accounted for under the purchase method of accounting.
Accordingly, the total purchase price, including transaction costs, has been
allocated to the assets and liabilities of the acquired businesses based on
their estimated fair value.

The Acquisitions are being financed by the issuance of Common Stock to the
sellers and from a portion of the cash proceeds of the Offering. Accordingly,
the pro forma condensed financial statements give effect to the issuance of
126,170 shares of Common Stock to the sellers of the Acquired Companies and
825,000 shares of Common Stock pursuant to the Offering (assuming all such
shares are issued at an initial public offering price of $11.00 per share). The
sale of these shares would result in net proceeds to the Company of
approximately $8.4 million, net of underwriting discount and estimated offering
expenses, which amount equals the sum of (i) the cash portion of the aggregate
purchase price of the Acquisitions, (ii) the aggregate indebtedness of the
Acquired Companies which is to be repaid by the Company upon the closing of the
Acquisitions and (iii) estimated transaction costs related to the Acquisitions.
The Offering will result in the issuance of 3,100,000 shares of Common Stock,
including the 825,000 shares issued to finance the cash portion of the
Acquisitions. This will result in net proceeds to the Company of approximately
$30.9 million (assuming an initial public offering price of $11.00 per share),
after deducting the underwriting discount and estimated offering expenses. These
proceeds will be used to fund the cash portion of the Acquisitions, as described
above, and to repay indebtedness of approximately $21.2 million based on
outstanding principal balances as of April 30, 1996.

AMORTIZATION OF INTANGIBLE ASSETS -- Intangible assets, including goodwill,
are amortized over periods ranging from 5 to 25 years. The weighted average
amortization period for all intangible assets is approximately 20 years.

Adjustments to Pro Forma Condensed Balance Sheet:

(a) To reflect purchase of Acquired Companies.

The Purchase price is comprised of:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
Cash (including transaction costs of $400,000)................. $7,600
Common Stock................................................... 1,388
------
Purchase Price................................................. $8,988
======
</TABLE>

(b) To reflect the Acquisitions and to adjust the assets and liabilities of
the Acquired Companies to fair value. The Purchase price of the Acquired
Companies is allocated as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
Purchase Price................................................. $8,988
Net book value of Acquired Companies........................... (2,897)
------
Excess of purchase price over net book value of assets
acquired..................................................... $6,091
======
</TABLE>

20
<PAGE> 23

The assets and liabilities of the Acquired Companies have been recorded at
net book value which is estimated to equal fair value. The excess of the
purchase price over this estimated fair value has been allocated to the
intangible assets acquired, including goodwill.

(c) To reflect issuance of a portion of 825,000 shares of Common Stock in
the Offering, which amount will result in net proceeds to the Company of
approximately $8.4 million, assuming an initial public offering price of $11.00
per share. A portion of the proceeds of the Offering are to be used for the cash
and transaction cost components of the Acquisition purchase price and to repay
indebtedness of the Acquired Companies (approximately $840,000) in connection
with the Acquisitions, which amounts aggregate $8.4 million.

(d) To reflect repayment of approximately $840,000 of aggregate
indebtedness ($645,000 current portion of long-term and $195,000 long-term) of
the Acquired Companies in connection with the Acquisitions.

Adjustments to Pro Forma, As Adjusted Condensed Balance Sheet:

(e) To reflect issuance of the balance of the shares of Common Stock
pursuant to the Offering (2,275,000 shares), assuming an initial public offering
price of $11.00 per share.

(f) To reflect repayment of outstanding debt with principal balance of
approximately $21.2 million (and a carrying value of approximately $20.6 million
which includes approximately $1.9 million current portion of long-term and
approximately $18.7 million long-term) with proceeds from the Offering. The
early retirement of the Bridge Facility, which has a principal balance of $4.5
million and a carrying value of approximately $3.9 million, will result in an
extraordinary loss of $596,000.

(g) To reflect exercise of Bridge Warrants, including receipt of aggregate
exercise price of $13,500.

Adjustments to Pro Forma Condensed Statements of Operations:

(h) To reflect adjustment to depreciation and amortization based upon the
effects of the purchase price allocation as if the acquisitions of Dynamex
Express and Mayne Nickless and the Acquisitions had occurred at the beginning of
the period presented.

(i) To eliminate corporate overhead charges to Mayne Nickless for those
periods prior to its acquisition by the Company.

(j) To reflect net increase in interest expense as a result of debt
incurred to acquire Dynamex Express and Mayne Nickless.

(k) To eliminate operating results of Mayne Nickless for the month of July
1995. By combining the results of operations of the Company for the nine months
ended April 30, 1996 (which includes the operations of Mayne Nickless for four
months) and the results of operations of Mayne Nickless for the six months ended
December 31, 1995, the combined results of operations for the nine months ended
April 30, 1996 contain the results of Mayne Nickless for ten months.

(l) To reflect adjustment to provision for income taxes.

21
<PAGE> 24

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

The following discussion should be read in conjunction with the information
contained in the financial statements, including the notes thereto, and the
other financial information appearing elsewhere in this Prospectus.

GENERAL

The Company had no significant operations prior to the year ended July 31,
1992. Since that date, the Company has completed 10 acquisitions of same-day
courier operations in the U.S. and Canada. Each of these acquisitions has been
accounted for using the purchase method of accounting. Accordingly, the
Company's historical results of operations reflect the results of acquired
operations as of the date of acquisition. The most significant of these
transactions were (i) the acquisition of Dynamex Express in May 1995, pursuant
to which the Company acquired the majority of its Canadian operations and
employed its Chief Executive Officer and certain other key employees, and (ii)
the acquisition of Mayne Nickless in December 1995. The operating results
attributable to the operations of Dynamex Express are included in the Company's
historical results after May 31, 1995, and the operations of Mayne Nickless are
included in the Company's historical results after December 28, 1995.
Consequently, the year ended July 31, 1995 includes Dynamex Express operations
for two months and does not include any operations of Mayne Nickless and the
nine month period ended April 30, 1996 includes nine months of Dynamex Express
operations and four months of Mayne Nickless operations. As a result, the
historical operating results of the Company for a given period are not
necessarily comparable to prior or subsequent periods; in particular, the
periods prior to the Company's acquisition of Dynamex Express are not
necessarily comparable to the periods subsequent to such acquisition.

Sales consist primarily of charges to customers for individual delivery
services and weekly or monthly charges for recurring services, such as fleet
management. Sales are recognized when the service is performed. The amount of
yield (revenue per transaction) for a particular service is dependent upon a
number of factors including size and weight of articles transported, distance
transported, special handling requirements, requested delivery time and local
market conditions. Generally, articles of greater weight, transported over
longer distances and those that require special handling produce higher yields.

Cost of sales consists of costs relating directly to performance of
services, including driver and messenger costs and third party delivery charges,
if any. The Company almost exclusively utilizes drivers who own their own
vehicles, and approximately 83% of these owner/operators are independent
contractors as opposed to employees of the Company. Drivers and messengers are
generally compensated based on a percentage of the charge for a delivery.
Consequently, the Company's costs directly associated with providing these
services are variable in nature. To the extent that the drivers and messengers
are employees of the Company, employee benefit costs related to them, such as
payroll taxes and insurance, are also included in cost of sales.

Selling, general and administrative expenses include costs incurred at the
branch level related to taking orders, dispatching drivers and messengers, as
well as administrative costs related to such functions. Also included in
selling, general and administrative expenses are regional and corporate level
marketing and administrative costs and occupancy costs related to branch and
corporate locations.

Generally, the Company's on-demand services provide higher gross profit
margins than do scheduled distribution or fleet management services because
driver compensation for on-demand services is generally lower as a percentage of
sales from such service. However, scheduled distribution and fleet management
services generally have fewer administrative requirements related to order
taking, dispatching drivers and billing. As a result of these variances, the
Company's margins are dependent in part on the mix of business for a particular
period.

As the Company has no significant investment in transportation equipment,
depreciation and amortization expense relates to depreciation of office,
communication and computer equipment and the amortization of intangible assets
acquired in the Company's various acquisitions, each of which has been accounted
for using

22
<PAGE> 25

the purchase method of accounting. The Company expects to continue to make
acquisitions and anticipates that such acquisitions will be accounted for using
the purchase method of accounting. As a consequence, it is likely that in the
future the Company will incur additional expense from amortization of acquired
intangible assets, including goodwill.

The Company intends to utilize $4.5 million of the proceeds from the
Offering to redeem the Bridge Notes. The carrying value of the Bridge Notes,
approximately $3.9 million, is the estimated fair value of such facility at the
date of its issuance plus the amortization of the difference between such
estimated fair value and the principal amount through April 30, 1996.
Consequently, the Company will incur an extraordinary loss in the amount of this
difference, approximately $596,000, in connection with the redemption of the
Bridge Notes upon the closing of the Offering. See "Use of Proceeds."

RESULTS OF OPERATIONS.

The following table sets forth for the periods indicated, certain items
from the Company's consolidated statement of operations, expressed as a
percentage of sales:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED JULY 31, APRIL 30,
--------------------------- ----------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Sales.......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales.................................. 57.6 74.2 68.2 68.8 70.1
----- ----- ----- ----- -----
Gross profit................................. 42.4 25.8 31.8 31.2 29.9
Selling, general and administrative expenses... 103.3 34.9 33.6 37.2 24.8
Depreciation and amortization.................. 7.4 4.6 3.3 4.5 2.1
----- ----- ----- ----- -----
Operating income............................. (68.3) (13.7) (5.1) (10.5) 3.0
Interest expense............................... 3.4 2.2 1.9 2.1 2.2
Other (income) expense......................... (1.9) (0.7) 0.7 -- --
----- ----- ----- ----- -----
Income (loss) before taxes................... (69.8)% (15.2)% (7.7)% (12.6)% 0.8%
===== ===== ===== ===== =====
</TABLE>

NINE MONTHS ENDED APRIL 30, 1996 COMPARED TO NINE MONTHS ENDED APRIL 30, 1995.

The nine months ended April 30, 1996 include the results of Dynamex Express
which was acquired by the Company on May 31, 1995. In addition the results for
that period include the results from the operations acquired from Mayne Nickless
on December 29, 1995 for the period January through April 30, 1996. As a result
of the Mayne Nickless acquisition, the Company obtained additional operations in
Los Angeles, San Diego, San Francisco, Seattle, Pittsburgh, Boston, Washington
D.C., Baltimore and Vancouver and Victoria, British Columbia.

Sales increased $38.7 million, or 341%, from $11.3 million for the nine
months ended April 30, 1995 to $50.0 million for the nine months ended April 30,
1996. Approximately $29.6 million of this increase is attributable to the
acquired operations of Dynamex Express and approximately $10.2 million is
attributable to the inclusion of the operations of Mayne Nickless. Sales
attributable to the previously existing operations of the Company declined by
approximately $1.1 million from the nine months ended April 30, 1995 to the nine
months ended April 30, 1996 due to a decline in sales in Arizona that was
partially offset by increases in sales in Western Canada. In January and
February 1996, severe winter storms in the Eastern United States resulted in a
general disruption of commerce and therefore a decline in sales for the
Company's operations in those areas.

Cost of sales increased by $27.3 million, or 349%, from $7.8 million for
the nine months ended April 30, 1995 to $35.1 million for the nine months ended
April 30, 1996. Approximately $21.7 million of this increase is attributable to
the operations of Dynamex Express and approximately $6.4 million is attributable
to the operations of Mayne Nickless. This increase was partially offset by a
decrease in the cost of sales from the existing operations of the Company. The
Company's gross profit margin declined from 31.2% in the nine

23
<PAGE> 26

month period ended April 30, 1995 to 29.9% in the nine month period ended April
30, 1996. The decrease was primarily caused by two factors (i) the higher
proportion of lower margin scheduled distribution and fleet management business
arising from the inclusion of Dynamex Express operations in the 1996 period
(which decrease was partially offset by the additional higher margin on-demand
business arising from the inclusion of Mayne Nickless operations during four
months of such period) and (ii) the decline in gross margin attributable to the
Company's operations in Western Canada and Arizona due to competitive pressures
and certain unprofitable business. To a lesser extent, the increased cost of
providing service during the winter storms which occurred during the nine months
ended April 30, 1996 had a negative impact on the Company's gross profit margin
during such period.

Selling, general and administrative expenses increased $8.2 million, or
193%, from $4.2 million for the nine months ended April 30, 1995 to $12.4
million for the nine months ended April 30, 1996, primarily because the 1996
period includes costs related to Dynamex Express operations and, to a lesser
extent, costs related to Mayne Nickless operations. As a percentage of sales,
selling, general and administrative expenses decreased from 37.2% for the nine
months ended April 30, 1995 to 24.8% for the nine months ended April 30, 1996.
This decrease resulted from a larger revenue base which enabled the Company to
spread such costs over more sales, and the absence of certain revisions to
accounting estimates made in the 1995 period. Despite this decrease, the Company
has continued to invest in and to incur significant costs related to its
national and regional marketing program. During the nine months ended April 30,
1995 the Company also revised its estimates of uncollectible accounts, accrued
insurance costs and other accrued liabilities. As a result of these revisions,
the Company recognized additional selling, general and administrative expenses
of approximately $980,000.

Depreciation and amortization expense for the nine months ended April 30,
1996 increased by $557,000, or 109%, from $509,000 for the nine months ended
April 30, 1995 to $1.1 million for the nine months ended April 30, 1996. Of this
increase, approximately $309,000 relates to depreciation and amortization of
assets related to Dynamex Express and approximately $251,000 relates to
depreciation and amortization of assets related to Mayne Nickless.

Interest expense increased $839,000, or 350%, from $240,000 for the nine
months ended April 30, 1995 to $1.1 million for the nine months ended April 30,
1996. Increased debt of approximately $4.7 million incurred in connection with
the acquisition of Dynamex Express created approximately $350,000 of this
increase while additional debt of $15.7 million incurred in connection with the
acquisition of Mayne Nickless resulted in increased interest expense of
approximately $535,000. These increases were partially offset by lower average
balances of other debt and reduced interest rates on certain debt refinanced at
the time of the Mayne Nickless acquisition.

YEAR ENDED JULY 31, 1995 COMPARED TO YEAR ENDED JULY 31, 1994

Effective May 31, 1995, the Company acquired Dynamex Express. As a result,
the Company's operating results for the year ended July 31, 1995 include the
results of Dynamex Express for the months of June and July. Sales increased by
approximately $14.0 million, or 199%, from $7.0 million for fiscal year 1994 to
$21.0 million for fiscal year 1995. Approximately $5.9 million of this increase
relates to the inclusion of Dynamex Express for two months in fiscal year 1995.
The balance of the increase results primarily from the inclusion of a full year
of results from acquisitions made by the Company during fiscal year 1994.

Cost of sales for fiscal 1995 increased approximately $9.1 million, or
175%, from $5.2 million in fiscal year 1994 to $14.3 million in fiscal year
1995, as a result of the increase in sales discussed above. Approximately $4.2
million of this increase is attributable to the inclusion of the operations of
Dynamex Express in 1995. The Company's gross profit margin increased to 31.8% in
fiscal 1995 as compared to 25.8% in fiscal 1994. This increase resulted
primarily from the change in business mix resulting from the acquired
businesses, including Dynamex Express. The businesses acquired by the Company
during fiscal 1994 had a generally higher gross profit margin than the Company's
previously existing operations due to a higher proportion of on-demand business,
and as a consequence the Company's average gross profit margin increased during
fiscal 1995. The

24
<PAGE> 27

operations of Dynamex Express historically had a lower gross profit margin than
the businesses acquired by the Company during 1994, but a higher gross profit
margin than the Company's previously existing operations.

Selling, general and administrative expenses increased approximately $4.7
million, or 189%, from $2.4 million in fiscal 1994 to $7.1 million in fiscal
1995, due in part to the increased administrative activities associated with the
growth in revenues and the additional locations of the businesses acquired in
fiscal 1995 and 1994. As a percentage of sales, selling, general and
administrative expenses decreased in fiscal 1995 to 33.6% compared to 34.9% in
fiscal 1994.

Depreciation and amortization expense increased by $368,000, or 114%, from
$322,000 in fiscal 1994 to $690,000 in fiscal 1995. Of this increase,
approximately $76,000 relates to depreciation and amortization of assets related
to Dynamex Express with the balance relating to amortization of costs
attributable to acquisitions made during fiscal 1994.

Interest expense increased by $246,000, or 157%, from $157,000 in fiscal
1994 to $403,000 in fiscal 1995, as a result of debt incurred or assumed in
connection with these acquisitions.

YEAR ENDED JULY 31, 1994 COMPARED TO YEAR ENDED JULY 31, 1993

The Company's sales increased by approximately $6.3 million, or 865%, from
$728,000 in fiscal year 1993 to $7.0 million in fiscal year 1994, primarily as a
result of the Company's acquisition of five different courier operations between
December 1993 and June 1994. Prior to these acquisitions, the Company operated
only in Arizona. With these acquisitions, the Company established operations in
Chicago, Illinois; Los Angeles, California; and in Western Canada. During this
period, cost of sales increased by approximately $4.8 million, or over 1,000%,
from $419,000 in 1993 to $5.2 million in 1994, in conjunction with the increase
in sales. Selling, general and administrative expenses increased by
approximately $1.7 million, or 226%, from $752,000 in fiscal 1993 to $2.4
million in fiscal 1994 as the Company's sales and administrative activities
increased as a result of the newly acquired operations. Depreciation and
amortization increased by $268,000, or 496%, from $54,000 in fiscal 1993 to
$322,000 in fiscal 1994, due to the amortization of the costs of the acquired
operations discussed above in fiscal 1994. These acquisitions were financed
partially with debt and consequently, the Company's interest expense increased
$132,000, or 528%, from $25,000 in fiscal 1993 to $157,000 in fiscal 1994. Due
to the small revenue base of the Company's business in fiscal year 1994,
comparisons of costs and expenses, expressed as a percentage of sales, between
fiscal 1993 and 1994 are not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital requirements relate to its acquisition
strategy and, to a lesser extent, working capital and capital expenditures.
Since July 31, 1992, the Company has completed 10 acquisitions of same-day
courier companies with consideration therefor, including transaction costs,
aggregating approximately $30.0 million (of which approximately $17.5 million
was paid in cash). For the nine months ended April 30, 1996 and for the year
ended July 31, 1995, capital expenditures were $446,000 and $213,000,
respectively. As of April 30, 1996, the Company's working capital was $3.3
million. Prior to the nine months ended April 30, 1996, the Company's operations
did not produce positive cash flow from operations, and the Company's capital
needs during these periods were supplied from bank borrowings, seller financing
and the private placement of debt and equity securities. In December 1995, the
Company entered into a bank credit facility to provide funds for the acquisition
of Mayne Nickless and to refinance a significant portion of the seller financing
that had been incurred in connection with prior acquisitions. As of April 30,
1996, total funded debt was approximately $21.5 million (principal amount), of
which approximately $800,000 was outstanding under the Company's $2.5 million
revolving bank line of credit. The Company intends to retire substantially all
outstanding funded debt with a portion of the net proceeds of the Offering.

An integral part of the Company's business strategy is to aggressively
pursue an acquisition program. Therefore, the Company's need for capital related
to acquisitions is expected to be significant in the future. As a result of
increasing sales arising from new acquisitions as well as internal growth, the
Company also anticipates that it will need additional working capital from time
to time to finance the resulting increase in

25
<PAGE> 28

accounts receivable in relation to accounts payable. Capital expenditures, other
than for acquisitions, are not expected to increase materially in relation to
total capital needs in the foreseeable future.

Management expects to fund the capital requirements discussed above
primarily from four sources: (i) excess proceeds from the Offering, if any; (ii)
the issuance of additional common equity in connection with future acquisitions
(including the Acquisitions); (iii) cash flow from operations; and (iv)
additional borrowings from banks. See "Use of Proceeds" and "Business -- Pending
Acquisitions."

The Company's credit facility under the Credit Agreement consists of a
revolving note of up to $2.5 million, a $6.0 million term facility and a $8.0
million term facility. The amount available under the revolving note is subject
to a borrowing base formula. Any amounts outstanding under the revolving
facility are due May 30, 1997 with interest payable quarterly at prime, or
certain other rate options, plus a premium based on certain financial ratios of
the Company. At April 30, 1996 such rate was prime plus 1%, or 9.25%.

The two term facilities are repayable in quarterly installments of $400,000
and $75,000, respectively, with any outstanding balances due at December 31,
2000 and March 31, 2001, respectively. Interest is payable quarterly based on
prime, or certain other rate options, plus a premium based on certain financial
ratios of the Company. At April 30, 1996 such rate was prime plus 1.25%, or
9.50%. By June 28, 1996, or sooner under certain circumstances, the Company is
required to enter into interest rate hedging arrangements so as to effectively
fix the rate of interest on a portion of the outstanding loans. In addition, the
Company is required to prepay the term facilities with any "Excess Cash Flow",
as defined, as well as with certain proceeds of asset sales, insurance
recoveries and the sale of capital stock.

Amounts outstanding under the Credit Agreement are secured by essentially
all of the assets of the Company and its subsidiaries and by the Common Stock
owned by Cypress. The Credit Agreement also contains restrictions on the payment
of dividends, incurring additional debt, capital expenditures and investments by
the Company as well as requiring the Company to maintain certain financial
ratios.

The Company is currently negotiating an amendment to its existing credit
facility to provide for borrowings up to $40.0 million, less restrictive
covenants and the release of Common Stock pledged by Cypress. There can be no
assurance that the Company will enter into a revised credit facility on these or
other terms favorable to the Company. See Note 5 of Notes to the Consolidated
Financial Statements.

Management believes that sources of capital discussed above, namely excess
proceeds of the Offering, if any, cash flow from operations, and the Company's
credit facility will be sufficient to allow the Company to successfully pursue
its business strategy over the next 18 to 24 months. It is anticipated that
future acquisitions will be structured with a combination of cash and the
Company's Common Stock being used as consideration. The amount of capital
available for future acquisitions will depend in part on the willingness of
sellers to accept the Company's Common Stock as partial consideration. This in
turn will be dependent in part on the financial performance and condition of the
Company as well as general market conditions. If unable to utilize its Common
Stock to finance such acquisitions, or if the size and number of acquisitions
utilizes its available resources, the Company may be forced to seek other
sources of capital such as additional debt or equity financing. There can be no
assurance that such additional sources of capital will be available or that they
will be available on terms which are acceptable to the Company. These factors
could serve to negatively affect the Company's ability to implement its business
strategy in the manner, or within the time frame, anticipated by management.

INFLATION

The Company does not believe that inflation has had a material effect on
the Company's results of operations nor does it believe it will do so in the
foreseeable future.

ACCOUNTING PRONOUNCEMENTS

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). SFAS 123 establishes a fair value based method of
accounting for stock-based employee compensation plans; however, it also allows

26
<PAGE> 29

companies to continue to measure cost for such plans using the method of
accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" (APB 25). Companies that elect to continue with
the accounting under APB 25 must provide certain pro forma disclosures of net
income, as if SFAS 123 had been applied. The accounting and disclosure
requirements of SFAS 123 are effective for the Company for transactions entered
into in fiscal 1997. The Company is currently evaluating its alternatives under
SFAS 123, and its impact on operating results, if adopted by the Company, is not
presently known.

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<PAGE> 30

BUSINESS

GENERAL

Through its network of branch offices, the Company provides same-day,
door-to-door delivery services utilizing ground couriers for intra-city
deliveries and third party air transportation providers in conjunction with
ground couriers for inter-city deliveries. The Company's same-day delivery
services include both on-demand and scheduled deliveries. On-demand services are
typically unscheduled deliveries of time-sensitive materials and include
deliveries of inventory made on a just-in-time basis from strategic stocking
locations managed by Company personnel. Scheduled distribution services
encompass recurring, often daily, deliveries provided on a point-to-point basis
or deliveries that require intermediate handling, routing or sorting of items to
be delivered to multiple locations. With its fleet management services, the
Company assumes complete responsibility for providing and managing a fleet of
dedicated vehicles at a customer site. The Company's on-demand delivery
capabilities are available to supplement the scheduled distribution and
dedicated fleets as necessary.

The Company intends to expand its operations in the U.S. and Canada by (i)
increasing customer utilization of its primary services at each location, (ii)
targeting national and regional accounts, (iii) creating alliances with
strategic partners, and (iv) pursuing acquisitions of high quality same-day
delivery companies.

INDUSTRY OVERVIEW

The delivery and logistics industry is large, highly fragmented and
growing. The industry is composed primarily of same-day, next-day and second-day
service providers. The Company primarily services the same-day, intra-city
delivery market. Historically, same-day delivery service primarily related to
downtown document deliveries. Over time, technological developments such as
facsimile and electronic mail have increased time sensitivity in a variety of
business transactions, thereby increasing demand for the same-day delivery of
non-faxable items. The category of non-faxable items that require time sensitive
delivery is vast and includes items such as voluminous or confidential
documents, critical manufacturing parts, medical devices and replacement
computer parts.

The Company believes that the same-day delivery and logistics industry
offers substantial consolidation opportunities as a result of industry
fragmentation and the benefits of large scale operations. The same-day delivery
and logistics industry in the U.S. and Canada is highly fragmented and primarily
consists of several thousand small, independent businesses serving local markets
and a small number of multi-location regional or national operators. Relative to
smaller companies, the Company believes that national operators such as the
Company benefit from several competitive advantages including: national brand
identity, professional management, the ability to service national accounts and
centralized administrative and management information systems.

In an effort to control costs and focus on primary competencies, many
businesses are seeking to reduce their reliance on in-house transportation
departments by turning to third party experts to provide transportation
logistics services. These logistics services include designing and managing
systems created to maximize efficiencies in transporting, warehousing, sorting
and delivering products. Many businesses that outsource their distribution
requirements prefer to purchase such services from one source that can service
multiple cities, thereby decreasing the number of vendors from whom they
purchase services.

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<PAGE> 31

THE DYNAMEX EXPRESS BUSINESS MODEL

The Company was founded in 1992 as Parcelway Systems Holding Corp. In May
1995, the Company acquired Dynamex Express, the ground courier operations of Air
Canada, which was led by Richard K. McClelland, the Company's Chief Executive
Officer. At the time of its acquisition by the Company, Dynamex Express had
developed an integrated network of locations across Canada and offered an array
of delivery and logistics services on a national, multi-city and local basis.
The Company seeks to expand its operations by implementing and expanding upon
the business strategy utilized by Dynamex Express.

Prior to 1989, Dynamex Express concentrated on same-day document delivery
in the central business districts of the major metropolitan cities of Canada.
Recognizing that an increasing variety of business transactions were becoming
more time sensitive and in order to offset declining volumes in same-day
document delivery, Dynamex Express expanded its customer base to include
manufacturing companies, pharmaceutical companies, auto parts distributors,
governmental agencies and other businesses that require same-day delivery of
non-faxable items. Dynamex Express further responded to shifting market
conditions by leveraging its ability to efficiently provide same-day delivery of
small to mid-size items in metropolitan areas to provide value added services
such as fleet management and strategic stocking.

Dynamex Express also expanded its business by acquiring other same-day,
intra-city courier companies within Canada. By May 1995, Dynamex Express had
acquired a regional and several single-site courier companies across Canada and
had locations in 20 Canadian cities. Dynamex Express expanded the service
offerings of these acquired companies to include fleet management and strategic
stocking and standardized the operating policies and procedures at each
location. At the time of the Company's acquisition of Dynamex Express in May
1995, approximately 46% of Dynamex Express revenues were generated from same-day
on-demand delivery, 30% from fleet management and 24% from same-day scheduled
distribution services. Approximately 48% of these revenues were generated from
services provided to customers on a national or multi-city basis.

BUSINESS STRATEGY

The Company intends to implement and expand upon the Dynamex Express
business model in the U.S. and Canadian markets in order to capitalize on the
demand of local, regional and national businesses for innovative same-day
distribution solutions. The key elements of the Company's business strategy are
as follows:

- FOCUS ON PRIMARY SERVICES. The Company provides three primary services:
(i) same-day on-demand delivery, (ii) same-day scheduled distribution
and (iii) fleet management. To raise the yield per delivery, the Company
will continue to focus its same-day on-demand delivery business on
non-faxable, time sensitive items that are transported throughout major
metropolitan areas and to offer value added on-demand services such as
strategic stocking. By concentrating its logistics services in fleet
management and same-day scheduled distribution, the Company intends to
capitalize on the market trend towards outsourcing transportation
requirements. The delivery transactions in a fleet management, scheduled
distribution or strategic stocking program are recurring in nature, thus
creating the potential for long term customer relationships.
Additionally, these services are generally less vulnerable to price
competition than traditional delivery services.

- TARGET NATIONAL AND REGIONAL ACCOUNTS. The Company's sales force focuses
on pursuing and maintaining national and regional accounts. The Company
anticipates that its (i) existing multi-city network of locations
combined with new locations to be acquired, (ii) ability to offer value
added services such as strategic stocking and fleet management to
complement its basic same-day delivery services and (iii) experienced
management team will create further opportunities with many of its
existing customers and attract new national and regional accounts.

- CREATE STRATEGIC ALLIANCES. By forming alliances with strategic partners
that offer compatible services or have complex distribution needs, the
Company and its partner can jointly market their services, thereby
accessing one another's customer base and providing such customers with
a broader range of

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<PAGE> 32

services. Pursuant to its strategic alliance with Purolator Courier Ltd.
("Purolator"), the largest Canadian overnight courier company, the
Company and Purolator have agreed to provide one another with wholesale
courier services and to market the other partner's delivery services to
its customers. See "Sales and Marketing."

- PURSUE ACQUISITIONS. The Company believes that the highly fragmented
nature of the delivery and logistics industry creates significant
opportunities for same-day delivery and logistics companies with
national marketing and operations. Upon consummation of the
Acquisitions, the Company will have substantially completed its Canadian
network and will focus its acquisition program on further penetrating
the U.S. market.

The Company will seek to acquire high quality same-day delivery
businesses in new cities as well as in markets where it has already
established a presence. The Company plans to apply the Dynamex Express
business strategy to augment the service offerings of its acquired
companies with additional services such as fleet management and
strategic stocking and to integrate the acquired operations into the
Company's operating environment. Acquisitions in existing markets are
expected to give the Company access to an acquired company's customer
base while creating operating efficiencies within these markets. The
Company believes that its management team's operating and acquisition
experience will allow it to remain competitive in the acquisition
market.

SERVICES

The Company capitalizes on its routing, dispatch and vehicle management
expertise developed in the ground courier business to provide its customers with
a broad range of value added, same-day delivery and logistics services. By
creating innovative applications of its core services, the Company intends to
expand the market for its distribution solutions and increase the yield per
service provided.

Same-Day On-Demand Delivery

The Company provides same-day local on-demand delivery services, whereby
Company messengers or drivers respond to a customer's request for immediate
pick-up and delivery. The Company augments its same-day on-demand services by
offering inter-city ground and air transportation and next-flight-out services
provided by third party air transportation operators. The Company focuses on the
delivery of non-faxable, time sensitive items throughout major metropolitan
areas rather than traditional downtown document delivery. By delivering items of
greater weight over longer distances and providing value added on-demand
services such as strategic stocking, the Company expects to continue to raise
the yield per delivery relative to the yield generated from downtown document
deliveries.

The Company's on-demand services include the delivery of a customer's
inventory on a just-in-time basis from strategic stocking locations managed by
Company personnel. Strategic stocking locates the customer's inventory closer to
its ultimate destination, thereby improving the customer's ability to service
its own customers. The Company does not take ownership of or title to the
inventory but provides the warehouse space or utilizes space provided by its
customer to establish and manage a customized, multi-site strategic stocking
program. Furthermore, the Company can bundle services such as same-day ground,
same-day air and next-day air delivery to replenish stocking locations.

The benefits of strategic stocking to the customer include (i) faster
response time due to broader distribution of inventory locations and emergency
transportation capabilities, (ii) decreased lease and employee costs associated
with warehouse functions resulting from the Company's ability to consolidate
warehouse space and administrative costs for multiple strategic stocking
customers and (iii) improved inventory control through improved information
systems. For example, when a computer parts and services distributor must
quickly replace defective or worn out computer parts, the potential loss to the
distributor's customer increases with the length of time it takes the
distributor to deliver and install the replacement part. By storing computer
parts in the Company's network of strategic stocking locations, the distributor
can contact the Company and have the replacement part delivered to its customer
within hours instead of days. The Company has targeted the computer and
telecommunications industries as primary markets for strategic

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<PAGE> 33

stocking services and has established a network of parts banks across Canada to
serve such markets. Additionally, the Company has introduced a service
enhancement, whereby straightforward repairs, such as replacement of a defective
keyboard, are performed by Company drivers, thus eliminating the need to
dispatch a technician.

While strategic stocking currently comprises only a small portion of the
Company's same-day on-demand business, the Company intends to expand its
strategic stocking program and is currently negotiating the purchase of
strategic stocking software, hardware and certain other related assets from an
experienced strategic stocking operator whom the Company plans to employ. If the
Company consummates the proposed acquisition, the Company intends to expand the
network of parts banks and courier alliances established by this operator by
utilizing its own courier network in the U.S. and Canada and intends to utilize
the additional courier alliances to increase its next-flight-out capability.

For the nine months ended April 30, 1996, approximately 61% of the
Company's revenues were generated from on-demand same-day delivery services,
including strategic stocking services.

Same-Day Scheduled Distribution

The Company provides same-day scheduled distribution services for
time-sensitive local deliveries that, by their nature, are recurring. Scheduled
distribution services include regularly scheduled deliveries made on a
point-to-point basis or deliveries that require intermediate handling, routing
or sorting of items to be delivered to multiple locations. The Company's
on-demand delivery capabilities are available to supplement the scheduled
drivers as needed. A bulk shipment may be received at the Company's warehouse
where it is sub-divided into smaller bundles and sorted for delivery to
specified locations. Same-day scheduled distribution services are provided on
both a local and multi-city basis. In the suburban Washington, D.C./Baltimore
area, the Company provides scheduled, as well as on-demand, delivery services
for a group of local hospitals and medical laboratories, transferring samples
between these facilities. In Ontario, Canada, the Company services the scheduled
distribution requirements of a consortium of commercial banks. These banks
require regular pick-up of non-negotiable materials that are then delivered by
the Company on an intra and inter-city basis. For the nine months ended April
30, 1996, approximately 17% of the Company's revenues were generated from
same-day scheduled distribution services.

Fleet Management

With its fleet management service, the Company provides transportation
services for customers that previously managed such operations in-house. The
Company assumes complete responsibility for providing and managing a fleet of
dedicated vehicles at the customer's site. This service is generally provided
with a fleet of dedicated vehicles that can range from passenger cars to tractor
trailers (or any combination) which may display the customer's logo and colors.
In addition, the Company's on-demand delivery capability may supplement the
dedicated fleet as necessary, thereby allowing a smaller dedicated fleet to be
maintained on average. The Company's fleet management services include designing
and managing systems created to maximize efficiencies in transporting, sorting
and delivering customer's products on a local and multi-city basis. Because the
Company generally does not own vehicles but instead hires drivers who do, the
Company's fleet management solutions are not limited by the Company's need to
utilize its own fleet.

By outsourcing its fleet management the Company's customer (i) is able to
utilize the Company's distribution and route optimization experience to deliver
its products more efficiently, (ii) gains the flexibility to expand or contract
fleet size as necessary, and (iii) reduces the costs and administrative burden
associated with owning or leasing vehicles and hiring and managing
transportation employees. For example, the Company recently configured and now
manages a distribution fleet for one of the largest distributors to drug stores
in Canada. For the nine months ended April 30, 1996, approximately 22% of the
Company's revenues were generated from fleet management services.

While the volume of each service provided and the profitability thereof
varies significantly from branch office to branch office, each of the Company's
branch offices generally offers the same core services. Factors which impact the
business mix per branch include customer base, competition, geographic
characteristics,

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<PAGE> 34

available labor and general economic environment. The Company can bundle its
various delivery and logistics services to create customized distribution
solutions and to become the single-source for its customers' distribution needs.

OPERATIONS

The Company's operations are divided into two U.S. regions and two Canadian
regions, with each of the Company's 29 branches reporting to a regional office.
Branch operations are locally managed with regional and national oversight and
support provided as necessary. A branch manager is assigned to each branch
office and is accountable for all aspects of branch operations including
profitability. Each branch manager reports to a regional manager with similar
responsibilities for all branches within his or her region. Certain
administrative and marketing functions may be centralized for multiple branches
in a given city or region. Prices for the Company's services are determined at
the branch level based on the distance, weight and time-sensitivity of a
particular delivery.

Same-Day On-Demand Delivery

Most locations have operations centers staffed by dispatchers, as well as
customer service representatives and operations personnel. Incoming calls are
received by trained customer service representatives who use PC-based
communications software to instantly provide the customer with a job-specific
price quote and to transmit the order to the appropriate dispatch location.
Certain of the Company's larger clients can access such software through
electronic data interface to enter dispatch requirements, page specific drivers,
make inquiries, and receive billing information. A dispatcher coordinates
shipments for delivery within a specific time frame. Shipments are routed
according to the type and weight of the shipment, the geographic distance
between the origin and destination and the time allotted for the delivery.
Coordination and deployment of delivery personnel for on-demand deliveries is
accomplished either through communications systems linked to the Company's
computers, through pagers or by radio. The Company is in the process of
integrating the software system utilized by Dynamex Express into each of its
branches in order to standardize the reporting, tracking and billing of
transactions. To enhance the Company's 24-hour delivery services at all
locations, the Company is currently implementing a company-wide centralized
answering service to transmit delivery requests made after normal business hours
to the appropriate local operations team.

Same-Day Scheduled Distribution

A dispatcher coordinates and assigns scheduled deliveries to the drivers
and manages the delivery flow. In many cases, certain drivers will handle a
designated group of scheduled routes on a recurring basis. Any intermediate
handling required for a scheduled distribution is conducted at the Company's
warehouse or at a third party facility such as the airport.

Fleet Management

Fleet management services are coordinated by the Company's logistics
specialists who have experience in designing, implementing and managing
integrated networks for transportation services. Based upon the logistics
specialist's analysis of a customer's fleet and distribution requirements, the
Company develops a plan to optimize fleet configuration and route design. The
Company provides the vehicles and drivers necessary to implement the fleet
management plan. Such vehicles and drivers are generally dedicated to a
particular customer, and the vehicles may display the customer's name and logo.
The Company can supplement these dedicated vehicles and drivers with its
on-demand capability as necessary.

SALES AND MARKETING

The Company conducts a comprehensive marketing program involving direct
sales and customer service to maintain and increase its customer base.
Approximately 50 local employee sales representatives target small and mid-sized
businesses while the Company's eight regional and national marketing executives
focus on larger accounts and businesses with multi-city requirements. The
Company's sales force includes product

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<PAGE> 35

specialists dedicated to fleet management and strategic stocking, some of whom
have developed expertise in servicing certain industries such as banks and
telecommunications companies. The Company's product specialists seek new
applications of the Company's primary services in an effort to expand the demand
for such services.

The Company's marketing representatives make regular calls on existing and
potential customers to identify such customers' delivery and logistics needs.
Customer service representatives on the local and national levels regularly
communicate with customers to monitor the quality of services and to quickly
respond to customer concerns. Through its telemarketing program, the Company
maintains a database of its customers' service utilization patterns and
satisfaction level. The telemarketing database is used by the sales force to
analyze opportunities and conduct performance audits. The telemarketing group
seeks to contact most of the Company's recurring customers approximately every
90 days.

Fostering strategic alliances with customers who offer compatible services
or have complex distribution needs is an important component of the Company's
marketing strategy. For example, pursuant to the Company's agreement with
Purolator, the Company has agreed to provide Purolator with the following
services which Purolator will in turn market to its customers: (i) same-day
local ground courier services; (ii) same-day inter-city ground courier services;
and (iii) next-flight-out service between major cities in Canada and the U.S.
The Company will also provide Purolator with local and inter-city same-day
ground courier service for misdirected Purolator shipments. Purolator has agreed
to provide the Company with overnight delivery services which the Company will
in turn market to its customers. Purolator is the largest overnight courier in
Canada with approximately 9,000 employees who handle approximately 300,000
packages daily. The Company believes that the increased transaction volume and
marketing efforts contemplated by the Purolator alliance could significantly
increase the Company's business in Canada.

The Company generally enters into customer contracts for scheduled
distribution, fleet management and strategic stocking services which are
terminable (in selected cases with cancellation penalties) by such customer upon
notice generally ranging from 30 to 90 days. The Company does not typically
enter into contracts with its customers for on-demand delivery services other
than strategic stocking services.

CUSTOMERS

As of April 30, 1996, the Company had a diversified customer base of
approximately 18,000 active customers across the U.S. and Canada. The Company's
target customer is a business that distributes time-sensitive, non-faxable items
that weigh from one to 70 pounds to multiple locations. The primary industries
served by the Company include financial services, pharmaceuticals, medical
laboratories and hospitals, auto parts, legal services and Canadian governmental
agencies. As of April 30, 1996, no single industry accounted for more than 10%
of the Company's annual revenues. A significant number of the Company's
customers are located in Canada. Approximately 60% of the Company's pro forma
revenues for the nine months ended April 30, 1996 were generated in Canada. See
Note 8 of Notes to the Consolidated Financial Statements and "Pro Forma
Financial Information."

COMPETITION

The market for same-day delivery and logistics services has been and is
expected to remain highly competitive. The Company believes that the principal
competitive factors in the markets in which it competes are reliability,
quality, breadth of service and price. Price competition for basic delivery
services is particularly intense.

Most of the Company's competitors in the same-day intra-city delivery
market are privately held companies that operate in only one location, with no
one competitor dominating the market. However, there is a trend toward industry
consolidation and companies with greater financial and other resources than the
Company that may not currently operate in the delivery and logistics business
may enter the industry to capitalize on such trend.

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<PAGE> 36

The market for the Company's logistics services is also highly competitive,
and can be expected to become more competitive as additional companies seek to
capitalize on the growth in the industry. The Company's principal competitors
for such services are other delivery companies and in-house transportation
departments. The Company generally competes on the basis of its ability to
provide customized service regionally and nationally, which it believes is an
important advantage in this highly fragmented industry, and on the basis of
price.

The Company competes for acquisition candidates with other companies in the
industry and companies that may not currently operate in the industry but may
acquire and consolidate local courier businesses. Management believes that its
operating experience and its strategy to fully integrate each acquired company
by adding its core services and introducing national marketing will allow it to
remain competitive in the acquisition market.

PENDING ACQUISITIONS

The aggregate consideration to be paid by the Company in the Acquisitions
will be approximately $7.2 million in cash and 126,170 shares of Common Stock
(assuming an initial public offering price of $11.00 per share) and the Company
will repay an aggregate of approximately $840,000 of the Acquired Companies'
indebtedness. The stockholders of each of the Acquired Companies, except for
Action Delivery and Southbank, will receive a portion of their consideration for
the Acquisitions in the form of Common Stock issued at the initial public
offering price and cash. The stockholders of Action Delivery and Southbank will
receive only cash. The consideration to be paid by the Company for the Acquired
Companies was determined through arms-length negotiations among the Company and
the representatives of the stockholders of the Acquired Companies. The factors
considered by the parties in determining the purchase price include, among
others, the historical operating results and the future prospects of the
Acquired Companies.

Upon consummation of the Acquisitions, the Company intends to integrate the
Acquired Companies into the Company's operating environment. Management will
train the staff of the Acquired Companies so that each branch will be able to
provide and market the full range of Company services. As soon as practicable,
the Company will supplement or replace as appropriate the use of the Acquired
Company's tradename with "Dynamex."

The consummation of the transactions contemplated by the Acquisition
Agreements is subject to customary conditions. These conditions include, among
others, the continuing accuracy on the closing date of the Acquisitions of the
representations and warranties of the Acquired Companies, the stockholders of
the Acquired Companies and of the Company, the performance by each of them of
all covenants included in the Acquisition Agreements and the nonexistence of a
material adverse change in the results of operations, financial condition or
business of each Acquired Company. In addition, the Acquisition Agreements may
be terminated, under certain circumstances specified in the Acquisition
Agreements, prior to the consummation of the Acquisitions. There can be no
assurance that the conditions to the closing of the Acquisitions will be
satisfied or waived or that the Acquisition Agreements will not be terminated.
There can be no assurance that the Company will enter into a definitive
agreement with Action Delivery or if the Company enters into such an agreement,
that the Company will be able to consummate the transaction contemplated
thereby. See "Risk Factors -- Acquisition Strategy; Possible Need for Additional
Financing."

For purposes of the information set forth below concerning each of the
Acquired Companies (i) the number of shares to be issued as consideration for
the Acquisitions is calculated based on an assumed initial public offering price
of $11.00 per share and (ii) Canadian dollar amounts relevant to the Action
Delivery and Zipper Acquisitions have been converted to U.S. dollars using an
exchange rate of 0.73 U.S. dollars to 1.00 Canadian dollars:

Action Delivery. Action Delivery is based in metropolitan Halifax,
Nova Scotia and operates on-demand and scheduled ground courier services in
the greater Halifax metropolitan area. The Company currently contemplates
that the arrangement with Action Delivery will include the following: (i)
the stockholders of Action Delivery will receive an aggregate of Cdn
$200,000 (approximately $146,000) in the Acquisition; (ii) the Company will
repay Action Delivery's bank indebtedness of approximately

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<PAGE> 37

Cdn $705,000 (approximately $515,000); (iii) the current general manager of
Action Delivery will continue to manage the operations of such company
after the closing of the Acquisition; and (iv) the stockholders of Action
Delivery will enter into a covenant not to compete with the Company
expiring no earlier than the third anniversary of the closing of the
Acquisition.

Seidel Delivery. Seidel Delivery is based in Columbus, Ohio and
operates on-demand and scheduled ground courier services in the greater
Columbus metropolitan area. The stockholder of Seidel Delivery will receive
an aggregate of 30,227 shares of Common Stock and $332,500 in cash in the
Acquisition. The stockholder of Seidel Delivery has agreed to continue to
manage the operations of such company after the closing of the Acquisition
and has agreed to enter into a covenant not to compete with the Company
expiring no earlier than the third anniversary of the date of such closing.

Seko/Metro. Seko/Metro is based in Chicago, Illinois and operates
on-demand and scheduled ground courier services in the greater Chicago
metropolitan area. The stockholders of Seko/Metro will receive an aggregate
of 54,545 shares of Common Stock and $2.4 million in cash in the
Acquisition. The current managers of Seko/Metro have agreed to continue to
manage the operations of such company after the closing of the Acquisition.
The principal stockholders of Seko/Metro have agreed to enter into a
covenant not to compete with the Company expiring no earlier than the third
anniversary of the date of the closing of the Acquisition.

Southbank. Southbank is based in New York, New York and operates
on-demand ground courier services in the greater New York City metropolitan
area, concentrating primarily on Manhattan. The sole stockholder of
Southbank, Express It Acquisition, Inc. ("Express It") will receive an
aggregate of $2.5 million in cash in the Acquisition. Express It operates
an additional on-demand ground courier business in the greater New York
City metropolitan area which serves a different customer base than
Southbank. The Company and Express It have entered into an Agency and
Support Agreement whereby both parties will assist one another in certain
operational, administrative and marketing matters with respect to such
business. The owners of Express It have also granted the Company an 18
month option to purchase the stock of Express It for $3.25 million payable
in Common Stock issued at the initial public offering price.

Zipper. Zipper is based in Winnipeg, Manitoba and operates on-demand
and scheduled ground courier operations in the greater Winnipeg
metropolitan area. The stockholder of Zipper, K.H.B. & Associates Ltd.,
will receive an aggregate of 41,398 shares of Common Stock and an aggregate
of approximately Cdn $2.5 million (approximately $1.8 million) in cash in
the Acquisition. In addition, simultaneously with the closing of such
Acquisition, the Company will repay Zipper's bank indebtedness of
approximately Cdn $445,000 (approximately $325,000). Bruce Bishop, the son
of Zipper's sole stockholder and president, Kenneth Bishop, is the current
general manager of sales and support of Zipper and has agreed to continue
to manage the operations of such company after the closing of the
Acquisition. Kenneth Bishop has been nominated to become a director of the
Company upon consummation of the Offering and has agreed to enter into a
covenant not to compete with the Company expiring no earlier than the third
anniversary of the date of such closing.

REGULATION

As of January 1, 1995, the U.S. Federal Aviation Administration
Authorization Act of 1994 became effective, abolishing all intrastate regulatory
control over prices, routes and services to which the Company had previously
been subject. This legislation has increased the ability of the Company to
expand into new states and to expand its presence in its existing areas of
service. The Company holds nationwide general commodities authority from the
Interstate Commerce Commission and/or the Federal Highway Administration of the
U.S. Department of Transportation to transport certain property as a motor
carrier on an interstate basis within the contiguous 48 states. The Trucking
Industry Regulatory Reform Act of 1994 further deregulated certain aspects of
the transportation industry, so that the Company will no longer be required to
file tariffs setting forth its interstate rates. The Company holds permanent
extra-provincial (and where required, intra-provincial) operating authority in
all Canadian provinces where the Company does business.

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In connection with the operation of certain motor vehicles and the handling
of hazardous materials in its courier operations, the Company is subject to
regulation by the United States Department of Transportation and the states and
by the appropriate Canadian federal and provincial regulations. The Company is
also subject to regulation by the Occupational Health and Safety Administration,
provincial occupational health and safety legislation and federal and provincial
employment laws respecting such matters as hours of work, driver logbooks and
workers' compensation. To the extent the Company holds licenses to operate
two-way radios to communicate with its fleet, the Company is regulated by the
Federal Communications Commission. The Company believes that it is in
substantial compliance with all of these regulations.

SAFETY

From time to time, the Company's drivers are involved in accidents or other
activities that may give rise to liability claims. The Company carries liability
insurance with an aggregate limit of $15.0 million, and independent
owner/operators are required to maintain liability insurance of at least the
minimum amounts required by applicable state and provincial law. The Company
also has insurance policies covering property and fiduciary trust liability,
which coverage includes all drivers. The Company reviews prospective drivers to
ensure that they have acceptable driving records. In addition, where required by
applicable law, the Company requires prospective drivers to take a physical
examination and to pass a drug test.

PROPERTIES

The Company operates its facilities in 42 locations, all of which are
leased. These facilities are principally used for operations, general and
administrative functions and training. Several of these facilities are primarily
used as storage and warehouse space for strategic stocking. The chart below
summarizes the locations of facilities which the Company leases as of May 31,
1996:

<TABLE>
<CAPTION>
NUMBER OF
LOCATION LEASED PROPERTIES
--------------------------------------------- -----------------
<S> <C>
CANADA
Alberta...................................... 8
British Columbia............................. 6
Manitoba..................................... 1
Nova Scotia.................................. 1
Ontario...................................... 10
Quebec....................................... 2
Saskatchewan................................. 3
------
Total.............................. 31
======
U.S.
Arizona...................................... 1
California................................... 3
District of Columbia......................... 1
Illinois..................................... 1
Maryland..................................... 1
Massachusetts................................ 1
Pennsylvania................................. 1
Texas........................................ 1
Washington................................... 1
------
Total.............................. 11
======
</TABLE>

The Company believes that its properties are well maintained, in good
condition and adequate for its present needs. The Company anticipates that
suitable additional or replacement space will be available when required. The
Company's facilities rental expense for the fiscal year ended July 31, 1995 and
the nine months ended April 30, 1996 was approximately $458,000 and $842,000,
respectively. The Company's principal

36
<PAGE> 39

executive offices are currently located in Mississauga, Ontario, although the
Company anticipates that it will move such offices to Dallas, Texas within the
next 18 months. See Note 6 of Notes to the Consolidated Financial Statements.

INTELLECTUAL PROPERTY

The Company has filed applications in the United States and Canada for
federal trade mark registration of "Dynamex" and "Dynamex Express." No assurance
can be given that any such registration will be granted or that if granted, such
registration will be effective to prevent others from using the trade mark
concurrently or preventing the Company from using the trade mark in certain
locations.

EMPLOYEES

At April 30, 1996, the Company had approximately 1,100 employees, of which
approximately 700 were employed full-time primarily in various management,
supervisory, administrative, and corporate positions, approximately 360 were
employed full-time as drivers and approximately 40 were employed part-time,
primarily as drivers. Additionally at April 30, 1996, the Company had contracts
with approximately 1,900 independent owner/operators. Management believes that
the Company's relationship with such employees and independent owner/operators
is good. See "Risk Factors -- Certain Tax Matters Related to Drivers."

In Canada, approximately 60% of the Company's drivers are represented by
major international labor unions. Management believes that the Company's
relationship with such unions is good. None of the Company's U.S. employees or
drivers are represented by unions.

LEGAL PROCEEDINGS

There are no pending legal proceedings involving the Company other than
routine litigation incidental to the Company's business, including numerous
motor vehicle-related accident claims. In the opinion of the Company's
management, such proceedings should not, individually or in the aggregate, have
a material adverse effect on the Company's business, financial condition or
results of operations.

37
<PAGE> 40

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information concerning each of the
persons who are (i) executive officers, (ii) key employees or (iii) directors or
persons who have been nominated to become directors. Each person nominated as a
director (as indicated below) has agreed to become a director of the Company
upon the closing of the Offering.

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- ----------------------------------- --- --------------------------------------------
<S> <C> <C>
Richard K. McClelland.............. 44 Chairman of the Board, President, Chief
Executive Officer and Director
Robert P. Capps.................... 42 Vice President-Finance and Corporate
Development, Treasurer and Assistant
Secretary
Martin A. Piccolo.................. 40 Controller and Secretary
James R. Aitken.................... 36 General Manager -- Eastern Canada
Catherine J. Taylor................ 41 General Manager -- Midwestern Canada
Ralph Embree....................... 46 General Manager -- Eastern U.S.
Thomas R. Stotler.................. 55 General Manager -- Western U.S.
James M. Hoak...................... 52 Director
Stephen P. Smiley.................. 47 Director(2)
Wayne Kern......................... 63 Director
Brian J. Hughes.................... 35 Director(1)(2)
Kenneth H. Bishop.................. 58 *Director(1)(2)
E. T. Whalen....................... 63 *Director
</TABLE>

- ---------------

* Nominee

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

Richard K. McClelland became the President and Chief Executive Officer of
the Company in May 1995 upon the closing of the Company's acquisition of Dynamex
Express, where he also served as President since 1988. He was elected as
Chairman of the Board of the Company in February 1996. Prior to joining Dynamex
Express in 1986, Mr. McClelland held a number of advisory and management
positions with the Irving Group, Purolator Courier Ltd. and Sunbury Transport
Ltd., where he was engaged in the domestic and international same-day air,
overnight air, and trucking businesses.

Robert P. Capps has served as Vice President of Finance and Corporate
Development, Treasurer and Assistant Secretary of the Company since February
1996. Mr. Capps served in various financial management capacities with Hadson
Corporation (an energy company) from February 1986 through June 1995 and was
Executive Vice President and Chief Financial Officer from May 1991 through June
1995. In October 1992, Hadson Corporation filed for protection under Chapter 11
of the Federal Bankruptcy Code. Hadson Corporation's plan of reorganization was
confirmed in November 1992. Mr. Capps is a certified public accountant.

Martin A. Piccolo became the Controller of the Company in May 1995 upon the
closing of the Company's acquisition of Dynamex Express, where he also served in
such capacity. He was elected as Secretary of the Company in September 1995 and
also served as its Treasurer from September 1995 through January 1996. Mr.
Piccolo joined Dynamex Express in January 1989 and has over 15 years experience
in the courier industry.

38
<PAGE> 41

James R. Aitken has served as the General Manager -- Eastern Canada since
February 1996. He joined the Company in May 1995 in conjunction with the
Company's acquisition of Dynamex Express. Prior to joining the Company, Mr.
Aitken was the Director of Sales and Marketing with Dynamex Express, where he
was employed from 1988 to May 1995. During his employment with Dynamex Express,
Mr. Aitken worked in sales and marketing, regional and branch management and
client development. Mr. Aitken has over 17 years of experience in the courier
industry.

Catherine J. Taylor has served as the General Manager -- Midwestern Canada
since May 1996. She joined the Company in August 1995 as Sales
Manager -- Eastern Canada. Prior to joining the Company, Mrs. Taylor was
employed by The Swift Transportation Group from 1982 where she held various
management and supervisory positions. Ms. Taylor has over 14 years of experience
in the courier industry.

Ralph Embree has served as the General Manager -- Eastern U.S. since
February 1996. He joined the Company in December 1995 in conjunction with the
Company's acquisition of Mayne Nickless. Prior to joining the Company, Mr.
Embree held a variety of operations, sales and management positions with Mayne
Nickless where he was employed for seven years. Mr. Embree has over 17 years of
experience in the courier industry.

Thomas R. Stotler has served as the General Manager -- Western U.S. since
February 1996. He joined the Company in December 1995 in conjunction with the
Company's acquisition of Mayne Nickless. Prior to joining the Company, Mr.
Stotler was employed by Mayne Nickless for over eight years as a branch manager
and regional operations manager. Mr. Stotler has over 18 years of experience in
the courier industry.

James M. Hoak has served as a director of the Company since February 1996.
Mr. Hoak founded Heritage Communications, Inc. (a diversified communications
company) in 1971 and served as its Chief Executive Officer until 1991. From 1991
to 1995, Mr. Hoak served as Chairman and Chief Executive Officer of Crown Media,
Inc. (a cable television company). Mr. Hoak has served as Chairman of the Board
of Heritage Media Corporation (a company engaged in targeted marketing services
and broadcasting) since its inception in 1987. Mr. Hoak has served as the
Chairman of the general partner of Cypress from its inception in 1992 and as the
Chairman of Hoak Capital Corporation (a private investment company) since its
inception in 1991. Since 1995, Mr. Hoak has served as the Chairman and President
of James M. Hoak & Co. (a financial services company) and as Chairman of Hoak
Securities Corp. (an investment banker, securities broker-dealer and one of the
Representatives). Mr. Hoak is a director of Airgas, Inc., MidAmerican Energy
Company, Pier 1 Imports, Inc. and Texas Industries, Inc. See "Certain
Transactions" and "Underwriting."

Stephen P. Smiley has served as a director of the Company since 1993 and
was a Vice President of the Company from December 1995 through February 1996.
Mr. Smiley was President of Hoak Capital Corporation from 1991 through February
1996 and served as President of the general partner of Cypress from its
inception in 1992 through January 1996. Mr. Smiley has been Executive Vice
President of Hunt Financial Corp. (a private investment company) since February
1996. Mr. Smiley is also a director of Sun Coast Industries, Inc. (a plastics
manufacturer).

Wayne Kern has served as a director of the Company since February 1996. Mr.
Kern has been the President of Hoak Securities Corp. since its inception in
1995. Mr. Kern has served as Senior Vice President and Secretary of Heritage
Media Corporation since 1987. From 1991 to 1995, Mr. Kern also served as
Executive Vice President of Crown Media, Inc. From 1979 to 1991, Mr. Kern served
as the Executive or Senior Vice President, General Counsel and Secretary of
Heritage Communications, Inc.

Brian J. Hughes has served as a director of the Company since May 1995. Mr.
Hughes has served as the Vice President -- Investments of both Preferred Risk
Life Insurance Company and Preferred Risk Mutual Insurance Company since
September 1992. Mr. Hughes has been a member of the Advisory Board of Cypress
since March 1993. From 1986 to 1992, Mr. Hughes served as Assistant Vice
President -- Investments at Boatmen's National Bank.

Kenneth H. Bishop is a nominee to become a director of the Company upon the
closing of the Offering. From 1974 to the present, Mr. Bishop has been President
and General Manager of Zipper Transportation Services, Ltd., a same-day delivery
business in Winnipeg, Manitoba. See "Business -- Pending Acquisitions."

39
<PAGE> 42

E. T. Whalen is a nominee to become a director of the Company upon the
closing of the Offering. Mr. Whalen is currently a consultant to Gateway Freight
Services, an entity providing freight forwarding services to major international
airlines. From 1965 until January 1996 Mr. Whalen was employed by Japan Airlines
in various management positions, including Staff Vice President-Cargo from
October 1986.

BOARD OF DIRECTORS

Upon the consummation of the Offering, the Board of Directors of the
Company will consist of seven members. Each director will hold office until the
annual meeting of the stockholders of the Company next following his election,
and until his successor is elected and qualified. The holders of a majority of
the outstanding shares of Common Stock present and entitled to vote at a meeting
of stockholders are entitled to elect all of the directors.

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company will receive an annual fee of $6,000 as compensation for his or her
services as a member of the Board of Directors. Non-employee directors will
receive an additional fee of $500 for each meeting of the Board of Directors
attended in person by such director and $250 for each telephonic meeting in
which such director participates. Non-employee directors who serve on a
committee of the Board of Directors will receive $500 for each committee meeting
attended in person and $250 for each telephonic committee meeting in which such
director participates. All directors of the Company are reimbursed for
out-of-pocket expenses incurred in attending meetings of the Board of Directors
or committees thereof, and for other expenses incurred in their capacities as
directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established two committees: a Compensation
Committee and an Audit Committee. Each of these committees has two or more
members who serve at the discretion of the Board of Directors. The Compensation
Committee is responsible for reviewing and making recommendations to the Board
of Directors with respect to compensation of executive officers, other
compensation matters and awards under the Company's stock option plan. The Audit
Committee is responsible for reviewing the Company's financial statements, audit
reports, internal financial controls and the services performed by the Company's
independent public accountants, and for making recommendations with respect to
those matters to the Board of Directors.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth the total annual
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and the other executive officers of the Company whose total
cash compensation for the fiscal year ended July 31, 1995 exceeded $100,000:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL -------------
COMPENSATION SECURITIES
---------------- UNDERLYING
NAME AND FISCAL SALARY BONUS OPTIONS
PRINCIPAL POSITION YEAR ($) ($) (#)
- -------------------------------------------------------- ------ ------- ----- -------------
<S> <C> <C> <C> <C>
Richard K. McClelland(1)
President and Chief Executive Officer................. 1995 22,050 -- 103,000
George M. Siegel(2)
Former Vice Chairman.................................. 1995 120,000 -- --
</TABLE>

- ---------------

(1) Mr. McClelland was employed by the Company as of May 31, 1995, the date of
the Company's acquisition of Dynamex Express.

(2) Mr. Siegel, a founder of the Company, resigned in July 1995.

40
<PAGE> 43

EMPLOYMENT AND CONSULTING AGREEMENTS

The Company has entered into an employment agreement with Mr. McClelland.
Such agreement provides for the payment of a base salary in the annual amount of
$200,000, participation in an executive bonus plan, an auto allowance of
approximately Cdn $900 per month and participation in other employee benefit
plans. The agreement also provides that upon Mr. McClelland's exercise of
certain stock options to purchase 48,000 shares of Common Stock, the Company
shall pay Mr. McClelland a bonus equal to the exercise price multiplied by the
number of shares to be purchased by virtue of such exercise. Unless terminated
earlier, the employment agreement shall continue until May 31, 2000, upon which
date, such agreement will be automatically extended for successive one-year
renewal terms unless the Company gives Mr. McClelland notice upon the terms
provided in such agreement. Additionally, upon a sale or transfer of
substantially all of the assets of the Company or certain other events that
constitute a change of control of the Company, including the acquisition by a
stockholder other than certain named stockholders of securities representing 15%
of the votes that may be cast for director elections, the Company or its
successor, as the case may be, shall continue to pay Mr. McClelland the
compensation set forth in such agreement for the greater of two years from the
date of such change of control or the remainder of the term of the agreement.

The Company has entered into a consulting agreement with Mr. Siegel which
provides for the payment of a consulting fee in the amount of $120,000 per year,
an auto allowance of $500 per month and participation in certain employee
benefit plans. The term expires on November 16, 1998. The Company is required to
pay the consulting fee to Mr. Siegel or his designated beneficiary for the three
month period following Mr. Siegel's death or total disability, provided that the
Company may offset any such amounts against any indebtedness that Mr. Siegel
owes to the Company at the time of such termination. See "Certain Transactions."

STOCK OPTION PLAN

The Company maintains the Dynamex Inc. 1996 Stock Option Plan (the "Option
Plan") which provides for the grant of options to eligible employees and
directors for the purchase of Common Stock of the Company. The Option Plan
covers, in the aggregate, a maximum of 630,000 shares of Common Stock. The
Option Plan provides for the granting of both incentive stock options (as
defined in Section 422A of the Internal Revenue Code of 1986) and nonqualified
stock options (options which do not meet the requirements of Section 422A). In
addition, the Option Plan provides for the granting of restricted stock, which
may include, without limitation, restrictions on the right to vote such shares
and restrictions on the right to receive dividends on such shares. The grant of
options to purchase such restricted stock may be based upon the attainment of
performance goals prescribed by the Compensation Committee of the Board of
Directors (the "Committee"). Under the Option Plan, the exercise price may not
be less than the fair market value of the Common Stock on the date of the grant
of the option.

The Committee administers and interprets the Option Plan and is authorized
to grant options thereunder to all eligible employees of the Company, including
officers. The Committee designates the optionees, the number of shares subject
to the options and the terms and conditions of each option. Options under the
Option Plan generally vest over a five year period. Certain changes in control
of the Company will cause the options to vest immediately. Each option granted
under the Option Plan must be exercised, if at all, during a period established
in the grant which may not exceed 10 years from the date of grant. An optionee
may not transfer or assign any option granted and may not exercise any options
after a specified period subsequent to the termination of the optionee's
employment with the Company.

Non-employee members of the Board of Directors will receive annual grants
of options under the Option Plan. The initial grant to such directors shall
consist of options to purchase 2,000 shares of Common Stock at fair market value
and shall be granted upon the later of (i) the closing of the Offering or (ii)
the date such director is initially elected. Thereafter, on the anniversary of
the initial grant, options to purchase 2,000 shares of Common Stock at the then
fair market value will be automatically granted to each director then serving.
Such options will be immediately vested in full. Each option granted to
directors under the Option Plan must be exercised, if at all, during a period
established in the grant, which may not exceed 10 years from the date of grant.
An optionee may not transfer or assign any options granted and may not exercise
any options after a

41
<PAGE> 44

specified period subsequent to the termination of the optionee's service on the
Board of Directors. Any options granted to an optionee will immediately
terminate upon removal of such optionee from the Board of Directors for cause.

Upon completion of the Offering, options to purchase 473,384 shares will be
outstanding and (i) 214,384 of these options have a weighted average exercise
price of $3.84 per share and expire between November 2003 and July 2005 and (ii)
259,000 of these options (which will be granted in connection with the Offering
and are exercisable at the initial public offering price) expire in July 2006
(99,000 of which will be granted to Mr. McClelland). A total of 156,616 shares
remained available for future grants under the Option Plan.

OPTION GRANTS

The following table sets forth, as to each executive officer named in the
Summary Compensation Table above, the number of shares of Common Stock subject
to options granted during the year ended July 31, 1995 and the per share
exercise price for such options.

OPTION GRANTS IN FISCAL 1995

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
PERCENT OF RATES OF STOCK
NUMBER OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS EXERCISE OR FOR OPTION
UNDERLYING GRANTED TO BASE TERM($)(3)
OPTIONS EMPLOYEES PRICE EXPIRATION ------------------
NAME GRANTED(1) IN FISCAL YEAR ($/SHARE) DATE 5% 10%
- ------------------------------ ----------- -------------- ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Richard K. McClelland......... 103,000(2) 74% $4.25 5/31/2005 275,000 697,310
George M. Siegel.............. -- -- -- -- -- --
</TABLE>

- ---------------

(1) All options were granted under the Option Plan.

(2) Includes options to acquire 48,000 shares of Common Stock which are
immediately exercisable and were granted to Mr. McClelland pursuant to his
employment agreement with the Company. Under such employment agreement, at
the time of Mr. McClelland's exercise of all or any of these options, the
Company has agreed to pay Mr. McClelland a cash bonus equal to the exercise
price multiplied by the number of shares to be purchased by virtue of such
exercise. Also includes options to acquire 11,000 shares of Common Stock
that became exercisable on May 31,1996 as the first tranche of a five year
vesting schedule and options to acquire 44,000 shares of Common Stock which
will vest ratably over the remaining four years of such vesting schedule,
with 25% of the balance becoming exercisable on each May 31, 1997, 1998,
1999 and 2000.

(3) The amounts shown as potential realizable values are based on assumed
annualized rates of appreciation in the price of Common Stock of five
percent and ten percent over the term of the options, as set forth in the
rules of the Securities and Exchange Commission. Actual gains, if any, on
stock option exercises are dependent upon the future performance of the
Common Stock. There can be no assurance that the potential realizable values
reflected in this table will be achieved.

42
<PAGE> 45

FISCAL YEAR-END OPTION VALUES

The following table sets forth information with respect to the unexercised
options to purchase shares of the Company's Common Stock granted under the
Option Plan to the executive officers and held by them at July 31, 1995.

FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
AS OF JULY 31, 1995
---------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard K. McClelland....................... 48,000 55,000 $ 324,000(2) $ 371,250
George M. Siegel............................ 34,954 52,430 271,243 406,857
</TABLE>

- ---------------

(1) Based on an assumed initial public offering price of $11.00 per share, less
the exercise price payable for such shares.

(2) Does not give effect to the Company's agreement to pay a cash bonus to Mr.
McClelland upon his exercise of his option to purchase all or any of these
48,000 shares of Common Stock equal to the exercise price multiplied by the
number of shares to be purchased by virtue of such exercise.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company's Board of Directors consists of
two members, Messrs. Smiley and Hughes. Mr. Bishop, a nominee for director, will
become a member of the Compensation Committee concurrently with his election to
the Board of Directors upon the completion of the Offering. No member of the
Committee was at any time during the fiscal year ended July 31, 1995 an officer
or employee of the Company. Mr. Smiley was a Vice President of the Company from
December 1995 through February 1996. No executive officer of the Company serves
as a member of the board of directors or compensation committee of any entity
which has one or more executive officers serving as a member of the Company's
Board of Directors or Compensation Committee.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Restated Certificate of Incorporation limits the liability of
directors of the Company to the Company or its stockholders to the fullest
extent permitted by Delaware General Corporation Law (the "DGCL"). Accordingly,
pursuant to the terms of the DGCL presently in effect, the Company's directors
will not be liable to the Company or its stockholders for monetary damages for
breach of the directors' fiduciary duty as a director, except for liability (i)
for any breach of the directors' duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases or (iv)
for any transaction from which the director derived an improper personal
benefit. The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from grossly
negligent behavior), except in the situations described above. These provisions
will not limit the liability of directors under federal securities laws. Such
limitation of liability does not affect the availability of equitable remedies
such as injunctive relief or rescission.

43
<PAGE> 46

under the law. The Company is also required to advance to such persons payment
for their expenses incurred in defending a proceeding to which indemnification
might apply, provided the recipient provides an undertaking agreeing to repay
all such advanced amounts if it is ultimately determined that he is not entitled
to be indemnified.

The Company has also entered into indemnification agreements with each of
its directors and certain of its executive officers. Pursuant to these
agreements, the Company is obligated, to the extent permitted by law, to
indemnify these persons against all expenses, judgments, fines and penalties
incurred in connection with the defense or settlement of any actions brought
against them by reason of the fact that they are or were directors or officers
of the Company or that they are or were serving at the request of the Company as
an officer or director of another corporation or enterprise, except that if the
acts of such an indemnitee are found by a court of proper jurisdiction to be
intentional or willful, the Company will not be liable to indemnify such
indemnitee.

As of this date hereof, there is no pending litigation or proceeding
involving a director, officer, employee or agent of the Company where
indemnification will be required or permitted, and the Company is not aware of
any threatened litigation or proceeding which may result in a claim for such
indemnification.

CERTAIN TRANSACTIONS

In private placements of the Company's securities conducted from November
16, 1993 through May 31, 1995, Cypress, which was not affiliated with the
Company prior to its initial investment in November 1993, acquired an aggregate
of 2,021,752 shares of Common Stock (after giving effect to the May 1995
conversion of the Company's convertible preferred stock held by Cypress) for
aggregate consideration of approximately $7.0 million, including interest and
dividends accrued on such preferred stock. James M. Hoak, a director of the
Company, is the Chairman and sole stockholder of the general partner of Cypress
and such general partner owns a 5% partnership interest in Cypress.
Additionally, Mr. Hoak is a limited partner owning a 45% interest in Cypress.

In December 1995, in connection with the acquisition of Mayne Nickless, the
Company issued $4.5 million of Bridge Notes including (i) $1.0 million to
Cypress, (ii) an aggregate of approximately $1.8 million to various limited
partners of Cypress (including Preferred Risk Mutual Insurance Company and
Preferred Risk Life Insurance Company (each a stockholder of the Company and an
employer of Brian J. Hughes, a director of the Company) and Stephen P. Smiley (a
director of the Company) and certain affiliates of Cypress' general partner and
(iii) an aggregate of approximately $1.8 million to James M. Hoak and the
general partner of Cypress. The holders of the Bridge Notes received the Bridge
Warrants, which enable the holders to purchase an aggregate of 1,080,000 shares
of Common Stock at a price of $.025 per share, which number of shares will be
reduced to 540,000 in the event that the Company has redeemed the Bridge Notes
by June 30, 1996, which date shall be extended to a date not later than December
31, 1996 if the Company is actively engaged in the initial public offering
process during such time. The shares of Common Stock and the Bridge Warrant held
by Cypress have been pledged to the Company's senior lender under the Credit
Agreement. However, the Company intends to use a portion of the proceeds of the
Offering to retire a portion of the outstanding indebtedness under the Credit
Agreement and the lender has agreed to surrender its rights with respect to such
securities upon such repayment. See "Use of Proceeds", "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Principal
Stockholders."

To finance his acquisition of Common Stock, George M. Siegel issued to the
Company, (i) a promissory note dated November 16, 1993 in the original principal
amount of $100,000, bearing interest at a rate of 8%, which note has been paid
in full, and (ii) a promissory note dated May 31, 1995, in the original
principal amount of $84,950, bearing interest at a rate of 8%, which note has
been paid in full.

The Company paid Hoak Capital Corporation fees in the aggregate amount of
approximately $146,000 in fiscal 1995 for advisory services rendered in
connection with certain acquisitions and financing arrangements. In January
1996, the Company paid Hoak Securities Corp. a fee of $70,000 for investment
banking services rendered in connection with the Company's acquisition of Mayne
Nickless and $165,000 for the arrangement of bank financing related to that
acquisition.

44
<PAGE> 47

In May 1995, the Company purchased Dynamex Express from Air Canada for
approximately Cdn $10.5 million. Richard K. McClelland, who was the chief
executive officer of Dynamex Express and unaffiliated with the Company at the
time of such transaction, became the chief executive officer and a director of
the Company upon consummation of such transaction.

The Company has entered into an agreement with Kenneth H. Bishop for the
purchase of all of the outstanding stock of Zipper for an aggregate purchase
price of approximately Cdn $2.5 million (approximately $1.8 million, as
converted using an exchange rate of 0.73 U.S. dollars to 1.00 Canadian dollars)
in cash and 41,398 shares of Common Stock (assuming an initial public offering
price of $11.00). In addition, simultaneously with the closing of such
Acquisition, the Company will repay Zipper's bank indebtedness of approximately
Cdn $445,000 (approximately $325,000, as converted using an exchange rate of
0.73 U.S. dollars to 1.00 Canadian dollars). Mr. Bishop has not been affiliated
with the Company prior to the Acquisition and will become a director of the
Company upon the consummation thereof. See "Business -- Pending Acquisitions."

The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
the Company and its officers, directors, principal stockholders and affiliates,
will be approved by a majority of the Board of Directors, including a majority
of the independent and disinterested outside directors, and have been and will
be on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.

45
<PAGE> 48

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of (i) May 31, 1996 and (ii) as
adjusted to reflect (a) the sale of Common Stock being offered by the Company
hereby, (b) the issuance of shares of Common Stock upon the mandatory exercise
of the Bridge Warrants and (c) the issuance of shares of Common Stock as partial
consideration for the Acquisitions, assuming an initial offering price of
$11.00, for (1) each person known by the Company to own beneficially more than
5% of the Common Stock, (2) each director, nominee for director and executive
officer of the Company and (3) all directors, nominees for director and
executive officers of the Company as a group. Except pursuant to applicable
community property laws and except as otherwise indicated, each stockholder
identified in the table possesses sole voting and investment power with respect
to its or his shares.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)(2)
------------------------------------------------------
PERCENT
----------------------------------------
NAME NUMBER BEFORE OFFERING(3) AFTER OFFERING(4)
- ------------------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS:
Richard K. McClelland............................ 59,000 2.3% *
Robert P. Capps.................................. -- -- --
James M. Hoak(5)(7).............................. 2,353,752 81.8 37.3%
Stephen P. Smiley................................ 4,160 * *
Wayne Kern....................................... 4,640 * *
Brian J. Hughes(6)............................... 2,000 -- *
Kenneth H. Bishop................................ 43,398 -- *
E. T. Whalen..................................... 2,000 -- *
All directors, nominees for director and
executive officers as a group (8
individuals)................................... 2,468,950 82.2 38.7
OTHER 5% STOCKHOLDERS:
Cypress Capital Partners I, L.P.(7).............. 2,141,752 80.4 33.9
One Galleria Tower,
Suite 1650, 13355 Noel Road,
Dallas, Texas 75240
Preferred Risk Mutual Insurance Company(8)....... 336,116 13.0 5.4
111 Ashworth Road
West Des Moines, Iowa 50265
George M. Siegel(9).............................. 257,546 10.0 4.1
</TABLE>

- ---------------

* Indicates less than 1%

(1) Includes shares issuable upon the exercise of stock options outstanding.

(2) Includes shares issuable upon the mandatory exercise of the Bridge Warrants
upon the completion of the Offering.

(3) Based upon 2,543,460 shares of Common Stock outstanding upon the completion
of this Offering, plus shares issuable upon the exercise of options and
Bridge Warrants which are included in the number of shares beneficially
owned by such person.

(4) Based upon 6,309,630 shares of Common Stock outstanding upon the completion
of this Offering, plus shares issuable upon the exercise of options which
are included in the number of shares beneficially owned by such person.

(5) Mr. Hoak's address is One Galleria Tower, Suite 1650, 13355 Noel Road,
Dallas, Texas 75240. Includes 2,141,752 shares owned by Cypress, of which
Mr. Hoak is the Chairman and sole shareholder of its 5% general partner and
a 45% limited partner. Excludes 4,800 shares issuable upon the mandatory
exercise of the Bridge Warrants owned by Mr. Hoak's wife, as to which shares
Mr. Hoak disclaims beneficial ownership.

(6) Excludes 336,116 shares beneficially owned by Preferred Risk Life Insurance
Company and Preferred Risk Mutual Insurance Company, each of which employs
Mr. Hughes as Vice President- Investments. Mr. Hughes disclaims beneficial
ownership of such shares.

(7) Includes 2,141,752 shares beneficially owned by James M. Hoak in his
capacity as the Chairman and sole shareholder of the general partner of
Cypress. The shares and Bridge Warrants held by Cypress have been pledged to
the Company's senior lender under the Credit Agreement. However, the Company
intends to use a portion of the proceeds of the Offering to retire a portion
of the outstanding indebtedness under the Credit Agreement and is currently
negotiating an amendment to such Credit Agreement which contemplates the
lender's release of the pledge with respect to such securities. See "Use of
Proceeds" and "Management 's Discussion and Analysis of Financial Condition
and Results of Operations."

(8) Includes 168,056 shares beneficially owned by its affiliate Preferred Risk
Life Insurance Company.

(9) Mr. Siegel's address is 37801 N. Stirrup Circle, Carefree, Arizona 85377.
Mr. Siegel, founder of the Company, resigned as a director and officer of
the Company in July 1995.

46
<PAGE> 49

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 60,000,000 shares of
capital stock, par value $.01 per share, of which 50,000,000 are Common Stock
and 10,000,000 are Preferred Stock.

The following description of the Company's capital stock does not purport
to be complete and is subject in all respects to applicable Delaware law and to
the provisions of the Company's Restated Certificate of Incorporation, Bylaws
and Rights Agreement, in each case as amended to date.

COMMON STOCK

The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders, including the election of
directors. The Common Stock does not have cumulative voting rights, which means
that the holders of a majority of the shares voting for election of directors
can elect all members of the Board of Directors. Dividends may be paid ratably
to holders of Common Stock when and if declared by the Board of Directors out of
funds legally available therefor. Upon liquidation or dissolution of the
Company, the holders of Common Stock will be entitled to share ratably in the
assets of the Company legally available for distribution to stockholders after
payment of all liabilities and the liquidation preferences of any outstanding
Preferred Stock.

The holders of Common Stock have no preemptive or conversion rights or
other subscription rights and are not subject to redemption or sinking fund
provisions or to calls or assessments by the Company. The shares of Common Stock
offered hereby will be, when issued and paid for, fully paid and not liable for
call or assessment. The Company has applied for listing of the Common Stock on
the Nasdaq National Market System.

As of April 30, 1996, there were five holders of record of Common Stock.

PREFERRED STOCK

Under governing Delaware law and the Company's Restated Certificate of
Incorporation, no action by the Company's stockholders is necessary, and only
action of the Board of Directors is required, to authorize the issuance of any
of the Preferred Stock. The Board of Directors is empowered to establish, and to
designate the name of, each class or series of the Preferred Stock. 500,000
shares of Series A Junior Participating Preferred Stock (the "Series A Preferred
Stock") have been designated by the Board of Directors in connection with the
Rights Agreement discussed below.

Shares of Series A Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Series A Preferred Stock will be entitled
to a minimum preferential quarterly dividend payment of $0.25 per share but will
be entitled to an aggregate dividend of 100 times the dividend declared per
share of Common Stock. In the event of liquidation, the holders of the shares of
Series A Preferred Stock will be entitled to a minimum preferential liquidation
payment of $1 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of the shares of Series A Preferred Stock shall be
entitled to an aggregate payment of 100 times the payment made per share of
Common Stock, as adjusted to reflect any dividend on the Common Stock payable in
shares of Common Stock or any subdivision, combination or reclassification of
the Common Stock. Each share of Series A Preferred Stock will have 100 votes,
voting together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.

Although the Company has no present plans to issue additional series of
Preferred Stock (other than shares which may be issued in connection with the
Rights Agreement), such shares may be issued from time to time in one or more
classes or series with such designations, powers, preferences, rights,
qualifications, limitations and restrictions as may be fixed by the Company's
Board of Directors. The Board of Directors, without obtaining stockholder
approval, may issue such shares with voting or conversion rights or both and

47
<PAGE> 50

thereby dilute the voting power and equity of the holders of Common Stock and
adversely affect the market price of such stock.

The existence of authorized Preferred Stock may have the effect of
discouraging an attempt, through acquisition of a substantial number of shares
of Common Stock, to acquire control of the Company with a view to effecting a
change in control of the Company, a merger, sale or exchange of assets or a
similar transaction. The anti-takeover effects of authorized Preferred Stock may
deny stockholders the receipt of a premium on their Common Stock and may also
have a depressive effect on the market price of the Common Stock.

RIGHTS AGREEMENT

In June 1996, the Board of Directors of the Company approved a Rights
Agreement which is designed to protect stockholders should the Company become
the target of coercive and unfair takeover tactics. Pursuant to the Rights
Agreement, the Board of Directors declared a dividend of one preferred stock
purchase right (a "Right") for each outstanding share of Common Stock on May 31,
1996. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of the Series A Preferred Stock, at a price of $45.00
per one one-hundredth of a share of Series A Preferred Stock, subject to
possible adjustment.

Initially, the Rights are attached to all Common Stock certificates and no
separate Rights certificates exist. Until the Rights become separable as
described below, an additional Right will be issued with every share of newly
issued Common Stock, including the shares of Common Stock issued pursuant to the
Offering. Until a Right is exercised, the holder of a Right will have no rights
as a stockholder of the Company, including the right to vote or to receive
dividends. The Rights will expire on June 1, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.

The Rights will become exercisable and separable from shares of Common
Stock upon the earlier to occur of (i) 10 days after the first public
announcement that a person or group (an "Acquiring Person"), other than the
Company, any subsidiary of the Company or any employee benefit plan of the
Company or Cypress, James M. Hoak (or any affiliates thereof), has become the
beneficial owner of 15% or more of the outstanding shares of Common Stock or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to the time any person or group becomes an Acquiring
Person) after the commencement of, or the announcement of an intention to
commence, a tender or exchange offer the consummation of which would result in
any person or group (other than the Company, any subsidiary of the Company or
any employee benefit plan of the Company) becoming the beneficial owner of 15%
or more of such outstanding shares of Common Stock.

In the event that any person or group becomes the beneficial owner of 15%
or more of the shares of Common Stock then outstanding, each registered holder
of a Right will have the right to receive upon exercise of Right at the then
current purchase price of the Right that number of shares of Common Stock of the
Company having a market value of two times such purchase price. Notwithstanding
the foregoing, after the occurrence of the event described in this paragraph,
all Rights which are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person will be void. Under
no circumstances may a Right be exercised following the occurrence of a
transaction described in this paragraph prior to the expiration of the Company's
right of redemption.

In the event that, on or after the first public announcement by the Company
or an Acquiring Person that an Acquiring Person has become such (the "Share
Acquisition Date"), the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold or transferred (in one transaction or a series of transactions
other than in the ordinary course of business), each registered holder of a
Right (except Rights which have become void as specified above) will thereafter
have the right to receive, upon the exercise thereof at the then current
purchase price of the Right, the number of shares of common stock of the
acquiring company (or of another person or group affiliated with the Acquiring
Person as provided in the Rights Agreement) which at the time of such
transaction will have a market value of two times such purchase price.

48
<PAGE> 51

At any time after any person becomes an Acquiring Person and prior to the
time such person or group becomes the beneficial owner of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights which have become void), in whole or in
part, at the exchange rate of one share of Common Stock, or one one-hundredth of
a share of Series A Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right, subject to adjustment as provided in the Rights Agreement.

At any time prior to the earlier of (i) the 10th business day after the
Share Acquisition Date, subject to one or more extensions by a majority of the
Disinterested Directors (as defined) and (ii) the Final Expiration Date, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a redemption price of $.01 per Right, appropriately adjusted to reflect
any stock split, stock dividend, subdivision or combination or any similar
transaction occurring after the date of the Rights Agreement (the "Redemption
Price"); provided, however, that, under certain circumstances specified in the
Rights Agreement, the Rights may not be redeemed unless there are Disinterested
Directors in office and such redemption is approved by a majority of such
Disinterested Directors. The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion shall establish. After the redemption period has expired,
the Company's right of redemption may be reinstated, under the circumstances
specified in the Rights Agreement, which include the concurrence of a majority
of the Disinterested Directors, if an Acquiring Person shall have reduced to 10%
or less the number of outstanding shares of Common Stock beneficially owned in a
transaction or series of transactions not involving the Company and not
constituting specified transactions which result in a discounted purchase price
under the Rights Agreement. Immediately after any action by the Board of
Directors directing the redemption of the Rights, the right to exercise the
Rights shall terminate and thereafter the registered holders of the Rights shall
be entitled to receive only the Redemption Price per Right.

The term "Disinterested Director" means any member of the Company's Board
of Directors who is unaffiliated with an Acquiring Person and was a member of
the Company's Board of Directors prior to the time that an Acquiring Person
became such and any successor of a Disinterested Director who is unaffiliated
with an Acquiring Person and is recommended to succeed a Disinterested Director
by a majority of Disinterested Directors then on the Company's Board of
Directors.

The Rights have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on substantially
all of the Rights also being acquired. The Rights should not, however, interfere
with any merger or other business combination approved by the Board of Directors
of the Company since the Rights may be redeemed or amended by the Company as
described above.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is a Delaware corporation and is subject to the provisions of
Section 203 of the Delaware General Corporation Law. In general, Section 203
provides that a Delaware corporation may not engage in any of a broad range of
business combinations with a person or affiliate or associate of such person who
is an "interested stockholder" (defined generally as a person who together with
affiliates and associates, own (or within three years, did own) 15% or more of a
corporation's outstanding voting stock) unless: (a) the transaction resulting in
a person's becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (b) the interested stockholder acquires 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder; or (c) on or after the date the person
becomes an interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Company's Common Stock is Harris
Trust and Savings Bank.

49
<PAGE> 52

SHARES ELIGIBLE FOR FUTURE SALE

The Company has outstanding 2,543,460 shares of Common Stock. In addition,
the Company has 473,384 shares reserved for issuance upon exercise of options
granted or to be granted in connection with the Offering under the Company's
Stock Option Plan, 110,754 of which are immediately exercisable, and 540,000
shares reserved for issuance upon the mandatory exercise of the Bridge Warrants
concurrently with the consummation of the Offering. Of the 6,309,630 shares to
be outstanding after the Offering, the 3,100,000 shares sold to the public
hereby will be freely tradeable without restrictions or registration under the
Securities Act, except that any shares purchased by "affiliates" of the Company,
as that term is defined in Rule 144 ("Rule 144") under the Securities Act
("Affiliates") may generally only be sold in compliance with the limitations of
Rule 144 described below. An aggregate of 126,170 shares will be issued in
connection with the Acquisitions. The Company has agreed to register these
shares under the Securities Act within 30 days after the closing of the
Acquisitions in order to permit the resale of such shares in the open market
from time to time and has agreed to maintain the effectiveness of such
registration for two years. Following the sale of such shares pursuant to an
effective registration statement, these shares, other than shares acquired by
Affiliates, shall be freely tradeable. The remaining 3,083,460 shares (including
540,000 shares to be issued upon the mandatory exercise of the Bridge Warrants)
were issued and sold by the Company in private transactions in reliance upon
exemptions from registration under the Securities Act and are, therefore deemed
"restricted securities" under Rule 144 which may not be sold publicly unless the
shares are registered under the Securities Act or are sold under Rule 144 or
another similar exemption. Under Rule 144, substantially all of the remaining
restricted securities will become eligible for resale in accordance with the
terms of Rule 144 90 days after the date the Company becomes subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

In general, under Rule 144 a person (or persons whose sales are aggregated)
who beneficially owns restricted securities for at least two years and any
Affiliate who beneficially owns restricted securities for at least two years or
any other shares not constituting restricted securities without regard to such
two-year holding period, is entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the then outstanding
shares of the Company's Common Stock or the average weekly trading volume in the
Company's Common Stock during the four calendar weeks preceding such sale. Sales
under Rule 144 are also subject to certain manner-of-sale provisions, notice
requirements and the availability of current public information about the
Company. A person who has not been an affiliate of the Company at any time
during the three months preceding a sale, and who beneficially owns shares last
acquired from the Company or an affiliate of the Company at least three years
previously is entitled to sell all such shares under Rule 144 without regard to
any of the limitations of the Rule.

After the Offering, under the terms of agreements between the Company and
its principal stockholders entered into in connection with the issuance of the
Company's equity securities, if the Company proposes to register any of its
securities under the Securities Act, either for its own account or for the
account of other stock holders exercising registration rights, such holders are
entitled to notice of such registration and are entitled to include certain
shares of Common Stock therein. In addition, Cypress may require the Company on
a date after the sixth month anniversary of the Offering to file a registration
statement under the Securities Act at the Company's expense with respect to the
resale from time to time of its shares of Common Stock. If Cypress exercises
this right, the Company would be required to use its best efforts to effect such
registration, subject to certain conditions and limitations. These rights are
subject to certain conditions and limitations, among them the right of the
underwriters of an offering to limit the number of shares included in any such
registration. To the extent their shares of Common Stock are not offered hereby,
the holders of these registration rights have waived such rights in regard to
the Offering.

The Company, the Company's executive officers and directors, previous
owners of the Acquired Companies to whom shares of Common Stock are being issued
in connection with the Acquisitions, and stockholders of the Company that own 1%
or more of the Common Stock outstanding prior to the Offering have agreed not to
offer, sell, contract to sell or otherwise dispose of any shares of Common Stock
or any securities exercisable for or convertible into Common Stock for a period
of 180 days after the date of this Prospectus without the prior written consent
of William Blair & Company, L.L.C.

50
<PAGE> 53

The Company cannot predict the effect, if any, that sales of restricted
securities or the availability of such securities for sale could have on the
market price, if any, prevailing from time to time. Nevertheless, sales of
substantial amounts of the Company's securities, including the securities
offered hereby, could adversely affect prevailing market prices of the Company's
securities and the Company's ability to raise additional capital by occurring at
a time when it would be beneficial for the Company to sell securities.

Upon the expiration of the 180-day period described above, certain shares
issued or issuable upon the exercise of options granted prior to the date of
this Prospectus also may be issuable for sale in the public market pursuant to
Rule 701 under the Securities Act. In general, Rule 701 permits resales of
shares issued pursuant to certain compensatory benefit plans and contracts
commencing at the end of the 90 day period after the Company becomes subject to
the reporting requirements of the Exchange Act. If all of the requirements of
Rule 701 are satisfied, and upon completion of the 180-day period, an additional
105,924 shares of Common Stock issuable upon the exercise of currently
outstanding options or options to be granted in connection with the Offering
which are immediately exercisable will be eligible for sale.

The Company intends to file a registration statement under the Securities
Act to register all shares of Common Stock issuable pursuant to the Option Plan.
See "Management -- Stock Option Plan." Subject to the completion of the 180-day
period described above, shares of Common Stock issued after the effective date
of such registration statement upon the exercise of awards issued under such
plan generally will be eligible for sale in the public market.

51
<PAGE> 54

UNDERWRITING

The several underwriters named below (the "Underwriters"), for whom William
Blair & Company, L.L.C. and Hoak Securities Corp. are acting as representatives
(the "Representatives"), have severally agreed, subject to the terms and
conditions set forth in the underwriting agreement by and among the Company and
the Representatives (the "Underwriting Agreement"), to purchase from the
Company, and the Company has agreed to sell to the Underwriters, the respective
number of shares of Common Stock (excluding the over-allotment shares) set forth
opposite each Underwriter's name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------------------------------------------------------------ ---------
<S> <C>
William Blair & Company, L.L.C. ..................................
Hoak Securities Corp. ............................................

---------
Total........................................................ 3,100,000
=========
</TABLE>

The nature of the Underwriters' obligations under the Underwriting
Agreement is such that all shares of Common Stock being offered, excluding
shares covered by the over-allotment option granted to the Underwriters, must be
purchased if any are purchased. In the event of a default by any Underwriter,
the Underwriting Agreement provides that, in certain circumstances, purchase
commitments of the nondefaulting Underwriters pertaining to the Underwriting
Agreement may be increased or such Underwriting Agreement may be terminated.

The Representatives have advised the Company that they propose to offer the
shares of Common Stock directly to the public initially at the public offering
price set forth on the cover page of this Prospectus and to selected dealers at
such price less a concession of not more than $ per share. Additionally, the
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. After the initial public offering
of the Common Stock, the public offering price and other selling terms may be
changed by the Representatives.

The Company has granted the Underwriters an option, exercisable within 30
days after the date of this Prospectus, to purchase up to an additional 465,000
shares of Common Stock at the same price per share to be paid by the
Underwriters for the other shares offered hereby. If the Underwriters purchase
any of such additional shares pursuant to this option, each Underwriter will be
committed to purchase such additional shares in approximately the same
proportion as set forth in the table above. The Underwriters may exercise the
option only for the purpose of covering over-allotments, if any, made in
connection with the distribution of the shares of Common Stock offered hereby.

The Company, the Company's directors and officers, certain stockholders of
the Company and the stockholders of Acquired Companies to whom shares of Common
Stock are being issued have agreed not to offer, sell, contract to sell or
otherwise dispose of any shares of Common Stock or any securities exercisable
for or convertible into Common Stock for a period of 180 days after the
effective date of the Registration Statement of which this Prospectus is a part
without the written consent of William Blair & Company, L.L.C., except for the
shares of Common Stock offered hereby and the sale of shares pursuant to the
over-allotment option. See "Shares Eligible for Future Sale."

There has been no public market for the shares of Common Stock prior to
this Offering. The initial public offering price for the Common Stock will be
determined by negotiations among the Company and the Representatives. Among the
factors to be considered in determining the initial public offering price are
prevailing market and economic conditions, revenues and earnings of the Company,
estimates of the

52
<PAGE> 55

Company's business potential and prospects, the present state earnings of the
Company's business operations, an assessment of the Company's management and the
consideration of the above factors in relation to the market valuations of
companies in related businesses.

The Representatives have informed the Company that the Underwriters will
not confirm, without customer authorization, sales to their customer accounts as
to which they have discretionary authority.

The Company has agreed to indemnify the Underwriters and their controlling
persons against certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Underwriters may be required to make in
respect thereof.

James M. Hoak and Wayne Kern, directors of the Company, are the Chairman
and President, respectively, of Hoak Securities Corp., one of the
Representatives. Both Hoak Securities Corp. and the general partner of Cypress
are wholly-owned by Mr. Hoak. Additionally, Mr. Hoak owns a 45% limited
partnership interest in Cypress. The Company intends to use a portion of the net
proceeds of this Offering to prepay $4.5 million principal amount of
indebtedness owed under the Bridge Facility to Cypress, various limited partners
of Cypress and certain affiliates of Cypress' general partner. See "Use of
Proceeds," "Management," "Certain Transactions" and "Principal Stockholders."

As members of the National Association of Securities Dealers, Inc.
("NASD"), William Blair & Company, L.L.C. and Hoak Securities Corp. are
underwriting this Offering in compliance with the applicable provisions of
Schedule E of the NASD By-Laws. In connection therewith, William Blair &
Company, L.L.C. is acting as a qualified independent underwriter for purposes of
determining the initial public offering price per share of Common Stock. In its
role as a qualified independent underwriter, William Blair & Company, L.L.C. has
performed a due diligence investigation and reviewed and participated in the
preparation of this Prospectus and the Registration Statement of which this
Prospectus is a part. The initial public offering price set forth on the cover
page of this Prospectus is no higher than the price recommended by William Blair
& Company, L.L.C.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Crouch & Hallett, L.L.P., Dallas, Texas. Bruce H. Hallett, a partner
of Crouch & Hallett, L.L.P., is a limited partner in Cypress and beneficially
owns less than 1% of the Bridge Warrants, Bridge Notes and Common Stock of the
Company. Certain legal matters related to the Offering will be passed on for the
Underwriters by Sonnenschein Nath & Rosenthal, Chicago, Illinois.

EXPERTS

The (i) consolidated financial statements of Dynamex Inc. and its
subsidiaries as of and for each of the years in the three-year period ended July
31, 1995, (ii) the statement of operations and changes in financial position of
Dynamex Express Inc. for the five months ended May 31, 1995, (iii) the financial
statements of each of K.H.B. & Associates Ltd., Action Delivery and Messenger
Service Limited, Southbank Courier, Inc. and Seko Enterprises, Inc. and Related
Companies as of December 31, 1995 and 1994 and for each of the years in the two
year period ended December 13, 1995 have been audited by Deloitte & Touche,
independent auditors, as stated in their reports appearing herein and elsewhere
in this Registration Statement. Such financial statements are included herein in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.

The (i) combined financial statements of Seidel Delivery for each of the
years in the two year period ended December 31, 1995 and (ii) the combined
statements of operations and cash flows of Mayne Nickless Courier for the six
months ended December 28, 1995 and the fiscal years ended July 2, 1995, July 3,
1994 and July 4, 1993, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein and elsewhere in this
registration statement. Such financial statements are included herein in
reliance upon such reports given upon authority of such firms as experts in
accounting and auditing.

53
<PAGE> 56

The statements of operations and changes in financial position of Dynamex
Express Inc. for each of the three years in the period ended December 31, 1994
have been audited by Price Waterhouse, independent auditors, as stated in their
reports appearing herein and elsewhere in this Registration Statement. Such
financial statements have been included herein and elsewhere in this
Registration Statement in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act with respect to the Common Stock
offered hereby. This Prospectus, which is a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
the Company and the Common Stock, reference is hereby made to such Registration
Statement and the exhibits and schedules thereto, copies of which may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street N.W., Washington, D.C. 20549, and at its regional offices at 7 World
Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661-2551. Copies of such materials may also
be obtained from the Public Reference Section of the Securities and Exchange
Commission, Washington, D.C. 20549, upon payment of the fees prescribed by the
Securities and Exchange Commission. The summaries in this Prospectus of
additional information included in the Registration Statement or any exhibit
thereto are qualified in their entirety by reference to such information or
exhibit.

54
<PAGE> 57

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DYNAMEX INC. AND SUBSIDIARIES
Independent Auditors' Report........................................................ F-3
Consolidated Balance Sheets, July 31, 1994 and 1995 and April 30, 1996
(unaudited)...................................................................... F-4
Consolidated Statements of Operations for each of the years in the three-year period
ended July 31, 1995 and for the nine months ended April 30, 1995 (unaudited) and
April 30, 1996 (unaudited)....................................................... F-5
Consolidated Statements of Shareholders' Equity for the three years ended July 31,
1995 and for the nine months ended April 30, 1996 (unaudited).................... F-6
Consolidated Statements of Cash Flows for each of the years in the three-year period
ended July 31, 1995 and for the nine months ended April 30, 1995 (unaudited) and
April 30, 1996 (unaudited)....................................................... F-7
Notes to the Consolidated Financial Statements...................................... F-8
DYNAMEX EXPRESS INC.
Independent Auditors' Report........................................................ F-16
Statement of Operations for the five months ended May 31, 1995...................... F-17
Statement of Changes in Financial Position for the five months ended May 31, 1995... F-18
Notes to the Financial Statements................................................... F-19
Independent Auditors' Report........................................................ F-21
Statements of Operations for each of the years in the three-year period ended
December 31, 1994................................................................ F-22
Statements of Changes in Financial Position for each of the years in the three-year
period ended December 31, 1994................................................... F-23
Notes to the Financial Statements................................................... F-24
Pro Forma Statement of Operations for the 10 months ended May 31, 1995.............. F-27
MAYNE NICKLESS COURIER
Independent Auditors' Report........................................................ F-28
Combined Statements of Operations for each of the fiscal years in the three-year
period ended July 2, 1995 and for the six months ended December 31, 1994
(unaudited) and December 28, 1995................................................ F-29
Combined Statements of Cash Flows for each of the fiscal years in the three-year
period ended July 2, 1995 and for the six months ended December 31, 1994
(unaudited) and December 28, 1995................................................ F-30
Notes to the Combined Financial Statements.......................................... F-31
ACQUIRED COMPANIES
Introduction to Pro Forma Combined Financial Statements............................. F-34
Pro Forma Combined Balance Sheet, March 31, 1996 (unaudited)........................ F-35
Pro Forma Combined Statement of Operations for the nine months ended March 31, 1996
(unaudited)...................................................................... F-36
Pro Forma Combined Statement of Operations for the year ended June 30, 1995
(unaudited)...................................................................... F-37
Pro Forma Combined Statement of Operations for the year ended December 31, 1995
(unaudited)...................................................................... F-38
Pro Forma Combined Statement of Operations for the three months ended March 31, 1996
(unaudited)...................................................................... F-39
Notes to the Pro Forma Combined Financial Statements (unaudited).................... F-40
K.H.B. & ASSOCIATES LTD. (A.K.A. ZIPPER TRANSPORTATION SERVICES LTD.)
Independent Auditors' Report........................................................ F-41
Consolidated Balance Sheets, December 31, 1994 and 1995 and March 31, 1996
(unaudited)...................................................................... F-42
Consolidated Statements of Operations and Retained Earnings for the years ended
December 31, 1994 and 1995 and for the three months ended March 31, 1995
(unaudited) and 1996 (unaudited)................................................. F-43
Consolidated Statements of Changes in Financial Position for the years ended
December 31, 1994 and 1995 and for the three months ended March 31, 1995
(unaudited) and 1996 (unaudited)................................................. F-44
Notes to the Consolidated Financial Statements...................................... F-45
</TABLE>

F-1
<PAGE> 58

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ACTION DELIVERY AND MESSENGER SERVICE LIMITED
Independent Auditors' Report........................................................ F-49
Consolidated Balance Sheets, December 31, 1994 and 1995 and March 31, 1996
(unaudited)...................................................................... F-50
Consolidated Statements of Operations and Retained Earnings for the years ended
December 31, 1994 and 1995 and for the three months ended March 31, 1995
(unaudited) and 1996 (unaudited)................................................. F-51
Consolidated Statements of Changes in Financial Position for the years ended
December 31, 1994 and 1995 and for the three months ended March 31, 1995
(unaudited) and 1996 (unaudited)................................................. F-52
Notes to the Consolidated Financial Statements...................................... F-53
SOUTHBANK COURIER, INC.
Independent Auditors' Report........................................................ F-56
Consolidated Balance Sheets, December 31, 1994 and 1995 and March 31, 1996
(unaudited)...................................................................... F-57
Consolidated Statements of Operations and Retained Earnings for the years ended
December 31, 1994 and 1995 and for the three months ended March 31, 1995
(unaudited) and 1996 (unaudited)................................................. F-58
Consolidated Statements of Cash Flows for the years ended December 31, 1994 and 1995
and for the three months ended March 31, 1995 (unaudited) and 1996 (unaudited)... F-59
Notes to the Consolidated Financial Statements...................................... F-60
SEKO ENTERPRISES, INC. AND RELATED COMPANIES
Independent Auditors' Report........................................................ F-62
Combined Balance Sheets, December 31, 1994 and 1995 and March 31, 1996
(unaudited)...................................................................... F-63
Combined Statements of Income and Retained Earnings for the years ended December 31,
1994 and 1995 and for the three months ended March 31, 1995 (unaudited) and 1996
(unaudited)...................................................................... F-64
Combined Statements of Cash Flows for the years ended December 31, 1994 and 1995 and
for the three months ended March 31, 1995 (unaudited) and 1996 (unaudited)....... F-65
Notes to the Combined Financial Statements.......................................... F-66
SEIDEL DELIVERY
Independent Auditors' Report........................................................ F-71
Combined Balance Sheets, December 31, 1994 and 1995 and March 31, 1996
(unaudited)...................................................................... F-72
Combined Statements of Income and Retained Earnings for the years ended December 31,
1994 and 1995 and for the three months ended March 31, 1995 (unaudited) and 1996
(unaudited)...................................................................... F-73
Combined Statements of Cash Flows for the years ended December 31, 1994 and 1995 and
for the three months ended March 31, 1995 (unaudited) and 1996 (unaudited)....... F-74
Notes to the Combined Financial Statements.......................................... F-75
</TABLE>

F-2
<PAGE> 59

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Dynamex Inc.

We have audited the accompanying consolidated balance sheets of Dynamex
Inc. (formerly Parcelway Systems Holding Corp.) and subsidiaries as of July 31,
1994 and 1995, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three year
period ended July 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Dynamex Inc. and subsidiaries
as of July 31, 1994 and 1995, and the results of their operations and their cash
flows for each of the years in the three year period ended July 31, 1995, in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE

Toronto, Ontario
September 15, 1995, except for Note 13,
as to which the date is June 3, 1996.

F-3
<PAGE> 60

DYNAMEX INC. (FORMERLY PARCELWAY SYSTEMS HOLDING CORP.) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
JULY 31
------------------ APRIL 30
1994 1995 1996
------ ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents.................................. $ 865 $ 506 $ 516
Accounts receivable (net of allowance for doubtful accounts
of $76, $122 and $184 (unaudited) at July 31, 1994 and
1995 and April 30, 1996, respectively).................. 2,298 7,208 10,768
Prepaid and other current assets........................... 221 390 479
------ ------- -------
3,384 8,104 11,763
PROPERTY AND EQUIPMENT -- net (Note 4)....................... 817 1,519 1,990
INTANGIBLES -- net (Note 3).................................. 3,889 7,194 17,867
DEFERRED OFFERING EXPENSES................................... -- -- 370
OTHER ASSETS................................................. 44 377 997
------ ------- -------
$8,134 $17,194 $32,987
====== ======= =======
LIABILITIES
CURRENT
Line of credit............................................. $ 522 $ 2,686 $ --
Accounts payable trade..................................... 197 481 986
Accrued liabilities
Broker commissions...................................... 279 808 1,471
Wages................................................... 46 177 884
Outside transportation.................................. 67 85 386
Other................................................... 505 1,859 2,692
Dividends payable.......................................... 299 -- --
Current portion of long-term debt (Note 5)................. 831 524 2,044
------ ------- -------
2,746 6,620 8,463
LONG-TERM DEBT (Note 5)...................................... 1,999 5,924 18,866
------ ------- -------
4,745 12,544 27,329
------ ------- -------
COMMITMENTS AND CONTINGENCIES (Note 6)
SHAREHOLDERS' EQUITY
Preferred stock; 10,000,000 shares authorized; none
outstanding........................................... 3 -- --
Common stock; 50,000,000 shares authorized; 2,543,460
shares outstanding (Notes 10 and 13).................. 5 25 25
Stock warrants (Note 5)................................. -- -- 624
Additional paid-in capital.............................. 5,453 8,756 8,756
Accumulated deficit..................................... (2,072) (4,138) (3,749)
Unrealized foreign currency translation adjustment (Note
8).................................................... -- 7 2
------ ------- -------
3,389 4,650 5,658
------ ------- -------
$8,134 $17,194 $32,987
====== ======= =======
</TABLE>

See accompanying notes to the consolidated financial statements

F-4
<PAGE> 61

DYNAMEX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
JULY 31 APRIL 30
---------------------------- ------------------
1993 1994 1995 1995 1996
------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
SALES.......................................... $ 728 $ 7,023 $21,032 $11,350 $50,015
COST OF SALES.................................. 419 5,212 14,336 7,805 35,079
------ ------- ------- ------- -------
GROSS PROFIT................................... 309 1,811 6,696 3,545 14,936
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES...................... 752 2,449 7,068 4,227 12,391
DEPRECIATION AND AMORTIZATION.................. 54 322 690 509 1,066
------ ------- ------- ------- -------
OPERATING INCOME (LOSS)........................ (497) (960) (1,062) (1,191) 1,479
INTEREST EXPENSE............................... 25 157 403 240 1,079
OTHER (INCOME) EXPENSE......................... (14) (52) 157 -- --
------ ------- ------- ------- -------
INCOME (LOSS) BEFORE TAXES..................... (508) (1,065) (1,622) (1,431) 400
INCOME TAXES................................... -- -- 3 -- 11
------ ------- ------- ------- -------
NET INCOME (LOSS).............................. $ (508) $(1,065) $(1,625) $(1,431) $ 389
====== ======= ======= ======= =======
NET INCOME (LOSS) PER COMMON
SHARE........................................ $(0.33) $ (0.63) $ (0.81) $ (0.85) $ 0.10
====== ======= ======= ======= =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(Note 13).................................... 1,556 1,691 2,018 1,679 3,706
====== ======= ======= ======= =======
</TABLE>

See accompanying notes to the consolidated financial statements

F-5
<PAGE> 62

DYNAMEX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
REDEEMABLE UNREALIZED
PREFERRED FOREIGN
COMMON STOCK STOCK ADDITIONAL CURRENCY
------------------ ------------------ PAID-IN ACCUMULATED TRANSLATION
SHARES PAR VALUE SHARES PAR VALUE WARRANTS CAPITAL DEFICIT ADJUSTMENT TOTAL
------ --------- ------ --------- -------- ---------- ----------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, AUGUST 1, 1993.... 17 $-- 2 $ 150 $ -- $ 451 $ (708) $ -- $ (107)
Stock dividend........... 296 3 -- -- -- (3) -- -- --
Purchase of redeemable
preferred
stock.................. -- -- (2) (150) -- 75 -- -- (75)
Sale of common stock..... 345 3 -- -- -- 1,114 -- -- 1,117
Sale of redeemable
preferred stock........ -- -- 309 3 -- 3,815 -- -- 3,818
Dividends on convertible
redeemable preferred
stock.................. -- -- -- -- -- -- (299) -- (299)
Escrow shares
surrendered............ (142) (1) -- -- -- 1 -- -- --
Unrealized foreign
currency............... -- -- -- -- -- -- -- -- --
Net translation
adjustment loss........ -- -- -- -- -- -- (1,065) -- (1,065)
----- --- ---- ----- ---- ------ ------- --- -------
BALANCE, JULY 31, 1994..... 516 5 309 3 -- 5,453 (2,072) -- 3,389
Sale of common stock..... 608 6 -- -- -- 2,539 -- -- 2,545
Conversion of redeemable
preferred stock to
common stock........... 1,236 12 (309) (3) -- (9) -- -- --
Dividend on redeemable
preferred
stock.................. -- -- -- -- -- -- (441) -- (441)
Dividend and interest
expense converted to
common stock........... 183 2 -- -- -- 773 -- -- 775
Unrealized foreign
currency translation
adjustment............. -- -- -- -- -- -- -- 7 7
Net loss................. -- -- -- -- -- -- (1,625) -- (1,625)
----- --- ---- ----- ---- ------ ------- --- -------
BALANCE, JULY 31, 1995..... 2,543 25 -- -- -- 8,756 (4,138) 7 4,650
Sale of stock warrants... -- -- -- -- 624 -- -- -- 624
Unrealized foreign
currency translation
adjustment............. -- -- -- -- -- -- -- (5) (5)
Net income............... -- -- -- -- -- -- 389 -- 389
----- --- ---- ----- ---- ------ ------- --- -------
BALANCE, APRIL 30, 1996
(UNAUDITED).............. 2,543 $25 -- $ -- $624 $8,756 $(3,749) $ (2) $ 5,658
===== === ==== ===== ==== ====== ======= === =======
</TABLE>

See accompanying notes to the consolidated financial statements

F-6
<PAGE> 63

DYNAMEX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JULY 31 APRIL 30
------------------------- ------------------
1993 1994 1995 1995 1996
----- ------- ------- ------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)......................................... $(508) $(1,065) $(1,625) $(1,431) $ 389
Adjustment to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization........................... 54 321 678 509 1,063
Loss on disposal of property and equipment.............. 1 1 12 -- --
Loss on disposal Tuscon division........................ -- -- 18 18 --
Unrealized foreign currency adjustment.................. -- -- 7 (8) 6
Dividend and interest expense converted to common
stock................................................. -- -- 57 -- --
Changes in assets and liabilities:
Cash restricted for acquisition of businesses or payment
of debt from acquisition of businesses................ (77) 77 (18) (18) --
Accounts receivable..................................... (115) (611) (6) 247 (570)
Prepaids and other assets............................... (21) (89) 172 136 1
Accounts payable and accrued expenses................... 30 386 (239) 564 1,214
Dividends payable....................................... -- -- -- 318 --
----- ------- ------- ------- --------
Net cash (used in) provided by operating activities....... (636) (980) (944) 335 2,103
----- ------- ------- ------- --------
INVESTING ACTIVITIES
Payments for acquisitions................................. (366) (2,185) (7,794) -- (12,233)
Purchase of property and equipment........................ (27) (66) (213) (194) (446)
Proceeds from sale of property and equipment.............. 6 -- 12 -- --
Other assets.............................................. (9) (47) (255) -- (1,539)
----- ------- ------- ------- --------
Net cash used in investing activities..................... (396) (2,298) (8,250) (194) (14,218)
----- ------- ------- ------- --------
FINANCING ACTIVITIES
Principal payment on long term debt....................... (12) (1,361) (1,110) (577) (4,489)
Net borrowings under line of credit....................... (55) 522 2,797 (7) (1,886)
Proceeds from issuance of long term debt.................. 700 -- 4,709 -- 18,500
Purchase of redeemable preferred stock.................... -- (75) -- -- --
Net proceeds from sale of common stock.................... -- 4,934 2,460 -- --
Dividends paid............................................ -- (9) (21) (360) --
----- ------- ------- ------- --------
Net cash provided by (used in) financing activities....... 633 4,011 8,835 (944) 12,125
----- ------- ------- ------- --------
NET INCREASE (DECREASE) IN CASH............................. (399) 733 (359) (803) 10
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 531 132 865 865 506
----- ------- ------- ------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 132 $ 865 $ 506 $ 62 $ 516
===== ======= ======= ======= ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Cash paid for interest.................................... $ 2 $ 181 $ 403 $ 240 $ 403
----- ------- ------- ------- --------
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Capital lease obligation.................................. $ 13 $ 84 $ -- $ 69 $ 43
----- ------- ------- ------- --------
Note issued for sale of 30,912 shares of common stock..... $ -- $ 100 $ -- $ -- $ --
----- ------- ------- ------- --------
In conjunction with the acquisitions described in Note 3,
liabilities were assumed as follows:
Fair value of assets acquired......................... $ 885 $ 5,629 $10,188 $ -- $ 14,290
Cash paid............................................. (366) (2,184) (2,920) -- (12,232)
----- ------- ------- ------- --------
Liabilities assumed and incurred and issuance of notes
payable................................................. $ 519 $ 3,445 $ 7,268 $ -- $ 2,058
===== ======= ======= ======= ========
</TABLE>

See accompanying notes to the consolidated financial statements

F-7
<PAGE> 64

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Dynamex Inc. (formerly Parcelway Systems Holding Corp.) and Subsidiaries
(the "Company") provides same-day delivery and logistics services in North
America. The Company's primary services are (i) same-day, on-demand delivery
(ii) scheduled distribution and (iii) fleet management. The Company intends to
continue to expand its business through acquiring or developing businesses in
additional areas of U.S. and Canada and in areas of its existing operations.

Principles of consolidation -- The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries: Parcelway
Courier Systems, Inc., Parcelway Systems (International), Inc., Parcelway
Courier Systems of Illinois, Inc., Parcelway Courier Systems III, Inc., Dynamex
Operations East, Inc., Dynamex Operations West, Inc., and Parcelway Courier
Systems Canada Ltd. All significant intercompany balances and transactions are
eliminated in consolidation.

The accounts of Parcelway Courier Systems Canada Ltd. ("Canada") have been
translated into United States dollars under the provision of Statement of
Financial Accounting Standards No. 52 with the Canadian dollar as the functional
currency. Translation adjustments arising from the translation of Canada's
financial statements into U.S. dollars are reported as a separate component of
equity.

Property and equipment are stated at cost and are depreciated using the
straight-line method over their estimated useful lives or the term of the lease,
whichever is shorter, as follows:

<TABLE>
<S> <C>
Equipment................................................ 5 years
Furniture................................................ 5 years
Vehicles................................................. 7-10 years
Other.................................................... 4 years
</TABLE>

Intangibles arise from the acquisition of operations and include the excess
purchase price over net assets acquired, covenants not-to-compete and other
intangible costs. The excess purchase price over net assets acquired is being
amortized over periods from 5 to 25 years. The Company reviews the value
assigned to the excess purchase price over net assets acquired to determine if
it has been impaired by adverse conditions affecting the Company. Management is
of the opinion that there has been no diminution in the value assigned.
Covenants not-to-compete, trademarks and other intangibles are being amortized
over their estimated effective lives, generally five years. Amortization expense
was $253,000, $456,000, $353,000, $455,000 (unaudited) and $642,000 (unaudited)
for the years ended July 31, 1993, 1994 and 1995 and for the nine months ended
April 30, 1995 and 1996, respectively.

Other assets consist of financing fees incurred. These costs are being
amortized on a straight-line basis over the term of the related financing,
approximately five years.

Cash and cash equivalents -- The Company considers all highly liquid
investments with a maturity of three months or less to be cash equivalents. Cash
equivalents are carried at cost, which approximates market value.

Net income (loss) per common share -- Common share equivalents are
considered in the computation of weighted average number of shares and earnings
per share for a profitable period, by dividing net income by the average number
of common shares and common share equivalents represent dilutive effects of the
assumed exercise of outstanding stock options and warrants using the treasury
stock method. Fully diluted earnings per share has not been presented because
the difference between that and primary earnings per share is not material.

New accounting standard -- In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123). SFAS 123 establishes a
fair value based method of accounting for stock-based employee compensation

F-8
<PAGE> 65

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

plans; however, it also allows companies to continue to measure cost for such
plans using the method of accounting prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). Companies
that elect to continue with the accounting under APB 25 must provide certain pro
forma disclosures of net income, as if SFAS 123 had been applied. The accounting
and disclosure requirements of SFAS 123 are effective for the Company for
transactions entered into in fiscal 1997. The Company is currently evaluating
its alternatives under SFAS 123, and its impact on operating results when
initially adopted is not presently known.

Stock split -- On June 3, 1996, the Company declared a 4 for 1 stock split
(Note 13). The effect of such stock split has been retroactively reflected in
the accompanying financial statements.

Reclassifications -- Certain reclassifications of prior year amounts have
been made to conform to the current period financial statement reporting format.

2. ACQUISITIONS

On January 15, 1993, the Company acquired certain assets of Big Apple
Courier Service ("Big Apple"), an on-demand courier service operating in Tucson,
Arizona, for $50,000 and the assumption of $30,000 of liabilities. Effective
April 15, 1993, the Company purchased certain assets and assumed certain
obligations of RAD Delivery Messenger Service ("RAD"), an on-demand courier
service operating in Phoenix, Arizona, for $16,250 and the assumption of $38,750
in liabilities. On July 1, 1993, the Company acquired certain assets of DLC
Consulting Group ("DLC"), an on-demand courier service operating in Phoenix,
Arizona, for $300,000 and a $450,000 note.

During 1994, the Company acquired certain assets of four on-demand courier
companies, located in Phoenix, Chicago, Los Angeles and in Canada for
$2,184,422, notes of $2,588,780, a $300,000 draw on the line of credit and the
assumption of $555,990 in liabilities.

On May 31, 1995, the Company acquired certain assets of Dynamex Express
Inc., the ground courier operations of Air Canada, for cash of $2,920,400 (plus
expenses of $164,336), a $4,709,145 note and the assumption of $2,558,047 in
liabilities.

On December 29, 1995, the Company acquired certain assets of Mayne Nickless
Courier Systems, Inc., Mayne Nickless Messenger Services, Inc. and Mayne
Nickless Canada Inc. (collectively "Mayne Nickless"), a same-day intracity on
demand ground courier service operating in various cities in the U.S. and
Canada, for cash of $11,868,000 (plus expenses of $363,590) and the assumption
of $2,058,418 in liabilities.

Each of these acquisitions has been accounted for using the purchase method
of accounting and the results of operations of these companies have been
included in these financial statements from the date of acquisition. The
following unaudited pro forma combined results of operations for the year ended
July 31, 1995 and for the nine months ended April 30, 1996 are presented as if
the acquisitions as of August 1, 1994.

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS
JULY 31, ENDED APRIL
1995 30, 1996
---------- -----------
PRO FORMA PRO FORMA
---------- -----------
(IN THOUSANDS EXCEPT PER
SHARE DATA)
<S> <C> <C>
Sales........................................................ $ 77,787 $61,956
Net income................................................... 54 358
======== =======
Per share:
Net income................................................. $ 0.03 $ 0.10
======== =======
</TABLE>

F-9
<PAGE> 66

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company has recorded the assets acquired as shown below (in thousands):

<TABLE>
<CAPTION>
JULY 31
------------------ APRIL 30
1994 1995 1996
------ ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Accounts receivable.................................. $1,553 $ 4,883 $ 3,099
Property and equipment............................... 652 737 440
Other assets......................................... 103 976 --
Intangibles.......................................... 3,321 3,756 10,751
------ ------- -------
Assets acquired...................................... $5,629 $10,352 $14,290
====== ======= =======
</TABLE>

Consideration for these transactions consisted of the following (in
thousands):

<TABLE>
<CAPTION>
JULY 31
------------------ APRIL 30
1994 1995 1996
------ ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Cash................................................. $2,184 $ 3,085 $12,232
Long-term debt....................................... 2,889 4,709 --
Liabilities assumed.................................. 556 2,558 2,058
------ ------- -------
$5,629 $10,352 $14,290
====== ======= =======
</TABLE>

3. INTANGIBLES

Intangibles from the Company's various acquisitions consist of the
following (in thousands):

<TABLE>
<CAPTION>
JULY 31
------------------ APRIL 30
1994 1995 1996
------ ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Excess of purchase price over net assets acquired.... $2,775 $ 6,530 $17,285
Covenants not to compete............................. 1,206 1,206 1,173
Other................................................ 183 183 602
------ ------ -------
4,164 7,919 19,060
Less accumulated amortization........................ (275) (725) (1,193)
------ ------- -------
Intangibles -- net................................... $3,889 $ 7,194 $17,867
====== ======= =======
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

<TABLE>
<CAPTION>
JULY 31
------------------ APRIL 30
1994 1995 1996
------ ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Equipment............................................ $ 604 $ 506 $ 1,819
Furniture............................................ 231 540 177
Vehicles............................................. 59 254 244
Other................................................ 2 517 474
------ ------- -------
896 1,817 2,714
Less accumulated depreciation........................ (79) (298) (724)
------ ------- -------
Property and equipment -- net........................ $ 817 $ 1,519 $ 1,990
====== ======= =======
</TABLE>

F-10
<PAGE> 67

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. LONG-TERM DEBT

<TABLE>
<CAPTION>
JULY 31
------------------ APRIL 30
1994 1995 1996
------ ------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
Bank credit agreement(a)............................. $ -- $ -- $14,321
Junior subordinated debentures(b).................... -- -- 3,904
Note payable(c)...................................... -- 4,709 2,369
Seller financing notes and other(d).................. 2,765 1,660 273
Capital lease obligations (Note 6)................... 65 79 43
------ ------- -------
2,830 6,448 20,910
Less current portion................................. 831 524 2,044
------ ------- -------
$1,999 $ 5,924 $18,866
====== ======= =======
</TABLE>

(a) Bank Credit Agreement

In connection with the acquisition of Mayne Nickless (see Note 3) the
Company entered into a credit agreement with a bank. Proceeds of the facility
were used to fund the acquisition of Mayne Nickless, refinance certain existing
debt, and for working capital. The facility consists of a revolving note of up
to $2,500,000, a $6,000,000 term facility with the Company's Canadian
subsidiary, and a $8,000,000 term facility with the Company and its U.S.
subsidiaries. The amount available under the revolving note is subject to a
borrowing base formula. At April 30, 1996 $2,500,000 was available under the
revolving note of which $800,000 was outstanding. Any amounts outstanding under
the revolving facility are due May 30, 1997 with interest payable quarterly at
prime, or certain other rate options, plus a premium based on certain financial
ratios of the Company. At April 30, 1996 such rate was prime plus 1% or 9.25%.

The U.S. and Canadian term facilities are repayable in quarterly
installments of $400,000 and $75,000, respectively with any outstanding balances
due at December 31, 2000 and March 31, 2001, respectively. Interest is payable
quarterly based on prime, or certain other rate options, plus a premium based on
certain financial ratios of the Company. At April 30, 1996 such rate was prime
plus 1.25% or 9.50%. By June 28, 1996, or sooner under certain circumstances,
the Company is required to enter into interest rate hedging arrangements so as
to effectively fix the rate of interest on a portion of the outstanding loans.
In addition, the Company is required to prepay the term facilities with any
"Excess Cash Flow", as defined, as well as with certain proceeds of asset sales,
insurance recoveries and the sale of capital stock.

Amounts outstanding under the credit agreement are secured by essentially
all of the assets of the Company and its subsidiaries and by the common stock of
the Company owned by a major shareholder. The agreement also contains
restrictions on the payment of dividends, incurring additional debt, capital
expenditures and investments by the Company as well as requiring the Company to
maintain certain financial ratios.

(b) Junior Subordinated Debentures

In connection with the acquisition of Mayne Nickless the Company issued
$4,500,000 face value of Junior Subordinated Debentures "Debentures" to certain
stockholders of the Company. The Debentures are subordinated to all other debt
for borrowed money and have been recorded at their estimated fair value as of
the date of issue of $3,876,000. Interest is payable semi-annually and accrues
at 12% through December 28, 1996 and at 18% thereafter. The Company may elect to
pay interest in additional Debentures through December 31, 1998. The principal
amount of the Debentures is due June 28, 2001. The Debentures are redeemable at
any time at 100% of face value plus accrued and unpaid interest and must be
redeemed with the proceeds of an initial public offering of the Company's common
stock, subject to their subordination

F-11
<PAGE> 68

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

provisions. The purchasers of the Debentures were also issued warrants to
purchase an aggregate of 1,080,000 shares of the Company's common stock at a
price of $0.025 per share; however, the number of shares which may be purchased
will be reduced to 540,000 if the Debentures are redeemed by June 30, 1996 or by
December 31, 1996 if the Company is actively pursuing a public offering of its
common stock on June 30, 1996.

In connection with the acquisition of Dynamex Express, the Company issued
to the seller a note payable in the principal amount of Cdn $6,450,000
($4,709,000). Upon the acquisition of Mayne Nickless this note was partially
repaid and replaced with a new note in the principal amount of Cdn $3,225,000
($2,369,000). The new note is subordinated to the Company's bank credit
agreement above. The note bears interest at 10% which is payable quarterly. The
principal amount of the note is due March 28, 2002. The note contains covenants
identical to those of the bank credit agreement, subject to amendment under
certain conditions.

(d) Seller Financing Notes and Other

In connection with various acquisitions (see Note 2) the Company issued
various notes to the sellers of those businesses. These notes bore interest at
varying rates based primarily on prime. In connection with the acquisition of
Mayne Nickless these notes were repaid.

Principal payments due in each of the next five years for long-term debt
are as follows (in thousands) (unaudited):

6. COMMITMENTS AND CONTINGENCIES

The Company leases certain equipment under capital leases. The leases
expire at various dates through fiscal year 2000. Capital leases included in
property and equipment total $45,000 (net of accumulated amortization of
$50,000) as of April 30, 1996.

Future minimum lease payments for such leases are as follows (in
thousands):

<TABLE>
<CAPTION>
CAPITAL LEASES
--------------
(UNAUDITED)
<S> <C>
1997............................................ $ 24
1998............................................ 11
1999............................................ 7
2000............................................ 1
----
43
Less amount representing interest............... 3
----
Net present value of future minimum
lease payments................................ $ 40
====
</TABLE>

Rent expense for the years ended July 31, 1993, 1994 and 1995 and the nine
months ended April 30, 1995 and 1996 was $31,000, $168,000, $458,000 and
$342,000 (unaudited), and $842,000 (unaudited), respectively.

F-12
<PAGE> 69

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. INCOME TAXES

As of August 1, 1992, the Company adopted Statement of Financial Accounting
Standards No. 109 ("SFAS No. 109"), Accounting for Income Taxes, which requires
an asset and liability approach for financial accounting and reporting for
income taxes. SFAS No. 109 allows the income tax consequences resulting from
utilization of net operating loss carryforwards to be recorded. For purposes of
reporting the Company's deferred tax items under the provisions of SFAS No. 109,
the deferred tax asset of approximately $865,000 as of July 31, 1995
(1994 -- $485,000), arising principally from the available net operating loss
carryforward, has not been reported as an asset due to a valuation allowance.

The Company has U.S. federal net operating loss carryforwards of
approximately $2,162,000 as of July 31, 1995. These net operating loss
carryforwards expire as follows: $132,000 (2007), $636,000 (2008), $675,000
(2009) and $719,000 (2010). The Company also has state net operating loss
carryforwards in certain states. The utilization of the Company's net operating
loss carryforwards is subject to annual limitations under Internal Revenue Code
sec. 382, due to a previous change in ownership of the Company and a change in
its year-end in prior years.

The Company also has Canadian non-capital losses carried forward of
approximately $740,000 expiring in 2002, the benefit of which has not been
reflected in these financial statements.

8. FOREIGN OPERATIONS

Amounts included in the consolidated financial statements applicable to
Canada were as follows (in thousands):

<TABLE>
<CAPTION>
JULY 31
----------------------------

APRIL 30
1993 1994 1995 1996
----- ------ ------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues.................................... $ -- $2,436 $15,094 $38,087
Operating income (loss)..................... -- 24 (78) 1,831
Identifiable assets......................... -- 3,528 13,324 16,044
</TABLE>

9. RELATED PARTY TRANSACTIONS

As of April 30, 1996, the Company had a note receivable totalling $28,317
from a stockholder related to the purchase of 5,000 shares of the Company's
common stock.

During the year ended July 31, 1995, the Company paid approximately
$146,000 to a related party for consulting services in connection with
acquisition of Dynamex Express Inc. and other advisory services.

During the period ended April 30, 1996 the Company paid a related party
$70,000 for investment banking services rendered in connection with the
Company's acquisition of Mayne Nickless and $165,000 for the arrangement of bank
financing related to that acquisition.

10. SHARE CAPITAL

During 1994, the Company amended its articles of incorporation to authorize
an additional 990,000 shares of the Company's common stock and to authorize
309,024 shares of a new class of 12% redeemable convertible preferred stock,
$0.01 par value. The Company then effected a common stock split in the form of a
dividend where it distributed 17.2542 shares of common stock for each share of
common stock outstanding. The effect of this dividend was to increase the number
of shares of common stock outstanding from 17,168 to 313,388.

On November 16, 1993, the Company executed a Securities Purchase Agreement
with an unrelated party. Under the terms of the Securities Purchase Agreement,
the Company sold to the unrelated party

F-13
<PAGE> 70

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

309,024 shares of the Company's common stock for $1,000,000 and 309,024 shares
of the Company's 12% redeemable convertible preferred stock for $4,000,000. In
connection with this agreement, the Company sold 5,000 shares of the Company's
common stock for $16,175 to another third party and sold 30,912 shares of common
stock to the previous sole stockholder for $100,000 for which a promissory note
was issued. The Company used a portion of these proceeds to retire the
outstanding debt and the accrued interest associated therewith, as well as the
Class A redeemable preferred shares and all related unpaid dividends. In
connection with the sale of the redeemable preferred stock, a stockholder agreed
to place 141,708 shares in escrow, which shares would be surrendered to the
Company without consideration over a 42 month period if certain transactions do
not occur. These shares of the Company's common stock held in escrow by a
stockholder were surrendered to the Company without consideration in July 1994.

In May 1995, in order to provide financing related to the Dynamex Express
Inc. acquisition (Note 2), the Company sold 294,116 shares each of the Company's
common stock to two parties: a) the holders of 309,024 shares of the Company's
common stock and 309,024 shares of the Company's redeemable convertible
preferred stock, and b) an unrelated party. Both parties made a cash payment of
$1,250,000 each. In connection with this financing the holders of 309,024 shares
of the Company's 12% redeemable convertible preferred stock converted these
shares to 1,236,096 shares of the Company's common stock in a dollar for dollar
conversion. The company also sold 20,000 shares of the Company's common stock
for $85,000 to the stockholder.

On December 20, 1995, the Company restated its articles of incorporation to
change its name from Parcelway Systems Holding Corp. to Dynamex Inc. The
articles of incorporation were also restated to increase the authorized capital
stock to 10,000,000 shares of $0.01 par value common stock and to 3,000,000
shares of $0.01 par value preferred stock.

11. STOCK OPTION PLAN

Effective November 16, 1993, the Company's stockholders approved the 1993
Stock Option Plan (the "Plan"). The Plan provides for the granting of incentive
and non-qualified stock options to employees of the Company. Eligibility is
determined by the Board of Directors who administers the Plan. The Company
reserved 131,076 shares of its common stock to be granted under the Plan.

Options granted under the Plan expire up to 10 years after the date of
grant, and become exercisable in accordance with the vesting period as
determined by the Board of Directors on the date of the grant. The exercise
price of such shares, as determined by the Board of Directors on the date of
grant, may be equal to or in excess of the fair market value of the Company's
common stock on the date of grant.

During the year ended July 31, 1994, the Plan provided for options to be
issued for the right to purchase 87,384 shares of the Company's common stock to
an employee exercisable at $3.24 per share.

During the year ended July 31, 1995, an additional 118,520 shares of the
Company's common stock were reserved to be granted under the Plan and options
for the purchase of 139,000 shares of the Company's common stock at $4.25 per
share.

12. SELLING, GENERAL AND ADMINISTRATIVE

Included in selling, general and administrative expenses is bad debt
expenses as follows (in thousands):

<TABLE>
<S> <C>
For the year ended July 31, 1993............................................... 1
For the year ended July 31, 1994............................................... 61
For the year ended July 31, 1995............................................... 155
For the nine months ended April 30, 1995 (unaudited)........................... 122
For the nine months ended April 30, 1996 (unaudited)........................... 300
</TABLE>

F-14
<PAGE> 71

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. SUBSEQUENT EVENT

On June 3, 1996, the Company restated its articles of incorporation to
increase the authorized capital stock to 50,000,000 shares of $0.01 par value
common stock and to 10,000,000 $0.01 par value preferred stock. The Company then
effected a common stock split in the form of a dividend where it distributed
three shares of common stock for every share of common stock outstanding. The
effect of the dividend was to increase the number of shares of common stock
outstanding from 635,865 to 2,543,460.

The Company has entered into agreements, and with respect to Action
Delivery a letter of intent, pursuant to which it will purchase, on or before a
contemplated initial public offering, the same-day delivery businesses of (i)
Action Delivery and Messenger Service Limited (Halifax, Nova Scotia), (ii)
Seidel Enterprises, Inc. and a related company (Columbus, Ohio), (iii) Seko
Enterprises, Inc. and related companies (Chicago, Illinois), (iv) Southbank
Courier, Inc. (New York, New York), and (v) K.H.B. & Associates Ltd. (Winnipeg,
Manitoba). As consideration for the stock of the Acquired Companies, the
stockholders of the Acquired Companies will receive an aggregate of
approximately $7.2 million cash and approximately 126,170 shares of Common Stock
(assuming an initial public offering price of $11.00 per share) and the Company
will repay an aggregate amount of approximately $840,000 of the Acquired
Companies' indebtedness.

F-15
<PAGE> 72

INDEPENDENT AUDITORS' REPORT

To the Shareholder of
Dynamex Express Inc.

We have audited the statements of operations and of changes in financial
position of Dynamex Express Inc. for the five months ended May 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally
accepted in Canada. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these financial statements present fairly, in all material
respects, the results of operations and the changes in financial position of the
Company for the five months ended May 31, 1995 in accordance with accounting
principles generally accepted in Canada.

DELOITTE & TOUCHE

Toronto, Ontario
September 15, 1995

F-16
<PAGE> 73

DYNAMEX EXPRESS INC.

STATEMENT OF OPERATIONS
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
FIVE MONTHS
ENDED
MAY 31, 1995
------------
<S> <C>
SALES........................................................................... $ 19,956
COST OF SALES................................................................... 14,300
--------
GROSS PROFIT.................................................................... 5,656
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................................... 4,659
DEPRECIATION AND AMORTIZATION................................................... 212
--------
OPERATING INCOME................................................................ 785
INTEREST INCOME................................................................. 44
OTHER INCOME.................................................................... 105
--------
INCOME BEFORE INCOME TAXES...................................................... 934
INCOME TAXES.................................................................... 9
--------
NET INCOME FOR THE PERIOD....................................................... $ 925
========
</TABLE>

See accompanying notes to the financial statements

F-17
<PAGE> 74

DYNAMEX EXPRESS INC.

STATEMENT OF CHANGES IN FINANCIAL POSITION
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
FIVE MONTHS
ENDED
MAY 31, 1995
------------
<S> <C>
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES
OPERATING
Net income for the period..................................................... $ 925
Items not affecting cash
Depreciation............................................................... 136
Amortization of goodwill................................................... 76
Loss on disposal of property and equipment................................. 1
Changes in non-cash working capital components............................. (477)
------
661
------
INVESTING
Purchase of property and equipment............................................ (238)
Mortgage principal repayments................................................. 2
------
(236)
------
FINANCING
Repayment of long-term debt................................................... (858)
------
NET CASH OUTFLOW DURING THE PERIOD.............................................. (433)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.................................. 1,321
------
CASH AND CASH EQUIVALENTS, END OF PERIOD........................................ $ 888
======
</TABLE>

See accompanying notes to the financial statements

F-18
<PAGE> 75

DYNAMEX EXPRESS INC.

NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 1995
(IN THOUSANDS OF CANADIAN DOLLARS)

1. INCORPORATION

Dynamex Express Inc., a wholly-owned subsidiary of Air Canada, was
incorporated under the laws of Canada. The Company's principal business activity
is the supply of local same day courier and messenger service throughout various
centres in Canada.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting
principles generally accepted in Canada and include the following significant
accounting policies:

Property and equipment

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided at rates to write off the cost of fixed assets on a
straight-line basis over their estimated useful lives as follows:

<TABLE>
<S> <C>
New vehicle trailers............. 10 years
Old vehicle trailers............. 7 years
Furniture and office equipment... 5 years
Other equipment.................. 5 years
Leasehold improvements........... Term of lease plus 1 renewal
Software......................... 4 years
</TABLE>

Goodwill

Goodwill consists of the excess purchase price paid on acquisition of
certain assets of a company over the value assigned to the identified assets and
the excess of amounts paid over the assigned value of tangible assets upon
acquisition of shares in a company.

These assets are being amortized on a straight-line basis over a period of
29 years and 32 years, respectively. It is management's belief that these
unamortized costs will be recoverable from future profitable operations of the
Company.

Foreign currency translation

Monetary assets and liabilities in foreign currencies are translated at
year-end exchange rates. Gains or losses are included in income for the period,
except gains or losses relating to long-term assets and liabilities which are
deferred and amortized over the remaining life of the items. Other assets and
liabilities and items affecting income are converted at rates of exchange in
effect at the date of the transaction.

3. LEASE COMMITMENTS

The Company has lease commitments, mainly for premises, under operating
leases. During the period, rental expense under these leases included in the
statement of operations amounted to $373. As a result of the acquisition of
Dynamex Express Inc. by Parcelway Courier Systems Canada Ltd. at May 31, 1995,
there are no future lease commitments.

F-19
<PAGE> 76

DYNAMEX EXPRESS INC.

NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

4. RELATED PARTY TRANSACTIONS

In addition to amounts disclosed elsewhere in these financial statements,
the Company incurred approximately $130 of interest and expenses for contracted
advice from its parent and affiliates. Sales to the parent amounted to
approximately $594.

5. INCOME TAXES

At December 31, 1994, the Company's preceding taxation year end, there were
approximately $719 of loss carryforwards available to reduce future years'
income, the potential benefit of which has not been recorded in the financial
statements. These loss carryforwards expire in 1998. In addition, there are
approximately $152 of deferred tax debits which have not been recognized as of
December 31, 1994.

6. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The financial statements have been prepared in accordance with generally
accepted accounting principles (GAAP) in Canada and, except as noted below,
conform in all material respects with those of the United States. The
significant difference between Canadian GAAP and United States GAAP is as
follows:

Income Taxes

- - Under Canadian GAAP, tax losses carried forward are only recognized in the
year incurred, if it is virtually certain that the benefit will be realized.

- - Under United States GAAP (Statement of Financial Accounting Standards No. 109
(SFAS 109) which became effective for the year ended December 31, 1993), tax
losses should be recognized as a deferred tax asset, unless based on the
weight of available evidence, it is more likely than not that some portion, or
all of the deferred tax asset will not be realized. A deferred tax asset
should be recognized effective January 1, 1993 on the adoption of SFAS 109.

Reconciliation of Canadian GAAP net income to United States GAAP net income.

<TABLE>
<S> <C>
Net income as reported under Canadian GAAP.................................... $925
Increase in income tax expense................................................ 407
----
Net income as reported under United States GAAP............................... $518
====
</TABLE>

F-20
<PAGE> 77

INDEPENDENT AUDITORS' REPORT

To the Shareholder of
Dynamex Express Inc.

We have audited the statements of operations and changes in financial
position of Dynamex Express Inc. for each of the three years in the period ended
December 31, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, these financial statements present fairly, in all material
respects, the results of operations and the changes in financial position of
Dynamex Express Inc. for each of the three years in the period ended December
31, 1994 in accordance with accounting principles generally accepted in Canada.

PRICE WATERHOUSE

Mississauga, Ontario
February 24, 1995

F-21
<PAGE> 78

DYNAMEX EXPRESS INC.

STATEMENTS OF OPERATIONS
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------
1992 1993 1994
------- ------- -------
<S> <C> <C> <C>
SALES......................................................... $47,068 $43,850 $45,570
COST OF SALES................................................. 34,984 31,665 32,855
------- ------- -------
GROSS PROFIT.................................................. 12,084 12,185 12,715
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................. 12,369 10,741 10,924
DEPRECIATION AND AMORTIZATION................................. 488 501 507
------- ------- -------
OPERATING INCOME (LOSS)....................................... (773) 943 1,284
INTEREST (INCOME) EXPENSE..................................... 141 110 (14)
OTHER INCOME.................................................. (195) (26) (144)
------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES............................. (719) 859 1,442
PROVISION FOR (RECOVERY OF) INCOME TAXES...................... (203) 19 (27)
------- ------- -------
NET INCOME (LOSS) FOR THE YEAR................................ $ (516) $ 840 $ 1,469
======= ======= =======
</TABLE>

See accompanying notes to the financial statements

F-22
<PAGE> 79

DYNAMEX EXPRESS INC.

STATEMENTS OF CHANGES IN FINANCIAL POSITION
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------
1992 1993 1994
----- ------ ------
<S> <C> <C> <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net income (loss) for the year.................................. $(516) $ 840 $1,469
Items not affecting cash
Depreciation................................................. 306 319 325
Amortization of goodwill..................................... 182 182 182
(Gain) loss on disposal of property and equipment............ 46 10 (28)
Write-down of assets held for sale........................... 14 -- --
Changes in non-cash working capital components.................. (11) (154) 280
----- ------ ------
21 1,197 2,228
----- ------ ------
INVESTING ACTIVITIES
Purchase of property and equipment.............................. (187) (503) (397)
Proceeds from disposal of property and equipment................ 97 150 71
Mortgage principal repayments................................... -- -- 10
----- ------ ------
(90) (353) (316)
----- ------ ------
FINANCING ACTIVITY
Repayment of long-term debt..................................... -- (599) (842)
----- ------ ------
NET CASH INCREASE (DECREASE) DURING THE YEAR...................... (69) 245 1,070
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...................... 75 6 251
----- ------ ------
CASH AND CASH EQUIVALENTS, END OF YEAR............................ $ 6 $ 251 $1,321
===== ====== ======
</TABLE>

See accompanying notes to the financial statements

F-23
<PAGE> 80

DYNAMEX EXPRESS INC.

NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(IN THOUSANDS OF CANADIAN DOLLARS)

1. INCORPORATION

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting
principles generally accepted in Canada and include the following significant
accounting policies:

Property and equipment

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided at rates to write-off the cost of fixed assets on a
straight-line basis over their estimated useful lives as follows:

<TABLE>
<S> <C>
New vehicle trailers........ 10 years
Old vehicle trailers........ 5 years
Furniture and office
equipment................. 5 years
Other equipment............. 5 years
Leasehold improvements...... Term of lease plus 1 renewal
Software.................... 4 years
</TABLE>

Goodwill

Foreign currency translation

Monetary assets and liabilities in foreign currencies are translated at
year-end exchange rates. Gains or losses are included in income for the year,
except gains or losses relating to long-term assets and liabilities which are
deferred and amortized over the remaining life of the items. Other assets and
liabilities and items affecting income are converted at rates of exchange in
effect at the date of the transaction.

F-24
<PAGE> 81

DYNAMEX EXPRESS INC.

NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

3. LEASE COMMITMENTS

The Company has lease commitments, mainly for premises, under operating
leases. Rental expense under these leases included in the statements of
operations amounted to $1,007, $1,041 and $1,131 for the years ending December
31, 1992, 1993 and 1994, respectively. Minimum annual rentals under operating
leases are as follows as at December 31, 1994:

<TABLE>
<S> <C>
1995.................................................. $611
1996.................................................. 337
1997.................................................. 173
1998.................................................. 150
1999.................................................. 156
2000 and thereafter................................... 771
</TABLE>

4. RELATED PARTY TRANSACTIONS

Transactions with the parent and affiliates include the following:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
----------------------------
1992 1993 1994
------ ------ ------
<S> <C> <C> <C>
Interest on long-term debt............................... $ 190 $ 147 $ 77
Expenses for contracted services......................... 559 379 330
Sales.................................................... 3,642 3,593 4,333
</TABLE>

5. INCOME TAXES

The Company has applied previously unrecorded tax loss carryforwards
amounting to $1,681 in 1994 and $860 in 1993 to reduce income for tax purposes.
At December 31, 1994, the Company has $719 of loss carryforwards available to
reduce future years' income, the potential benefit of which has not been
recorded in the financial statements. These loss carryforwards expire in 1998.
In addition, there are approximately $152 of deferred tax debits which have not
been recognized as at December 31, 1994.

6. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

Under Canadian GAAP, the tax benefit of all or a portion of tax losses is
recognized in the period in which the tax loss occurs, if the corporation is
virtually certain of realizing the tax benefit. Where a tax benefit resulting
from a loss carry-forward was not recorded in the period in which the loss
occurred, it is recognized in the period of realization. Under United States
GAAP (Statement of Financial Accounting Standards No. 109 (SFAS 109)), the
benefit of tax losses is recognized as a deferred tax asset and reduced by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some portion or all of the deferred tax asset will not be
realized. SFAS 109 became effective for the year ended December 31, 1993 and a
deferred tax asset has been recognized for United States GAAP purposes as at
January 1, 1993 for tax losses carried-forward by the Company. A valuation
allowance was not provided as it was considered more likely than not that the
deferred tax asset would be realized. The effect of this accounting change has
been reflected as a cumulative accounting change in 1993.

F-25
<PAGE> 82

DYNAMEX EXPRESS INC.

NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

Reconciliation of Canadian GAAP net income to United States GAAP net income.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
----------------
1993 1994
------ ------
<S> <C> <C>
Net income (loss) as reported under Canadian GAAP................... $ 840 $1,469
Increase in income tax expense...................................... (458) (642)
Cumulative effect of accounting change -- increase in income........ 1,561 --
------ ------
Net income (loss) as reported under United States GAAP.............. $1,943 $ 827
====== ======
</TABLE>

F-26
<PAGE> 83

DYNAMEX EXPRESS INC.

PRO FORMA STATEMENT OF OPERATIONS
TEN MONTHS ENDED MAY 31, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
(IN THOUSANDS OF CANADIAN DOLLARS)
------------------------------------------------------- (IN THOUSANDS)
LESS --------------
FIVE MONTHS ADD SEVEN MONTHS TEN MONTHS TEN MONTHS
ENDED YEAR ENDED ENDED ENDED ENDED
MAY 31, DECEMBER 31, JULY 31, MAY 31, EXCHANGE MAY 31,
1995 1994 1994 1995 RATE 1995
----------- ------------ ------------ ---------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
SALES.................... $19,956 $ 45,570 $ 26,029 $ 39,497 0.73 $ 28,833
COST OF SALES............ 14,300 32,855 18,506 28,649 0.73 20,914
------- -------- -------- -------- --------
GROSS PROFIT............. 5,656 12,715 7,523 10,848 7,919
SELLING, GENERAL AND
ADMINISTRATIVE
EXPENSES............... 4,659 10,924 6,526 9,057 0.73 6,612
DEPRECIATION AND
AMORTIZATION........... 212 507 295 424 0.73 310
------- -------- -------- -------- --------
OPERATING INCOME......... 785 1,284 702 1,367 997
INTEREST INCOME -- net... (44) (14) -- (58) 0.73 (42)
OTHER INCOME............. 105 144 9 240 0.73 175
------- -------- -------- -------- --------
INCOME BEFORE TAXES...... 934 1,442 711 1,665 1,214
INCOME TAXES............. 9 (27) (32) 14 0.73 10
------- -------- -------- -------- --------
NET INCOME FOR THE
PERIOD................. $ 925 $ 1,469 $ 743 $ 1,651 $ 1,204
======= ======== ======== ======== ========
</TABLE>

F-27

<PAGE> 84

INDEPENDENT AUDITORS' REPORT

Mayne Nickless Courier:

We have audited the accompanying combined statements of operations and cash
flows of Mayne Nickless Courier (a wholly owned business of Mayne Nickless
Transport, North America until December 28, 1995) for the six months ended
December 28, 1995 and each of the three fiscal years in the period ended July 2,
1995. These financial statements are the responsibility of Mayne Nickless
Courier's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all
material respects, the results of operations and cash flows of Mayne Nickless
Courier for the six months ended December 28, 1995 and each of the three fiscal
years in the period ended July 2, 1995, in conformity with generally accepted
accounting principles.

The accompanying combined financial statements have been prepared from the
separate records maintained by Mayne Nickless Courier and may not be indicative
of the conditions that would have existed or the results of operations if Mayne
Nickless Courier had been operated as an unaffiliated company. As discussed in
Note 2, Statement of Financial Accounting Standards No. 109 requires that the
consolidated amount of current and deferred tax expenses for a group that files
a consolidated tax return be allocated among members of the group when those
members issue separate financial statements. On the basis that Mayne Nickless
Courier is a business and not a separate subsidiary, current and deferred income
taxes have not been provided for in the accompanying combined financial
statements.

DELOITTE & TOUCHE LLP

San Francisco, California
April 19, 1996

F-28
<PAGE> 85

MAYNE NICKLESS COURIER

COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

See accompanying notes to the combined financial statements

F-29
<PAGE> 86

MAYNE NICKLESS COURIER

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
---------------------------- ---------------------------
JULY 4 JULY 3 JULY 2 DECEMBER 31 DECEMBER 28
1993 1994 1995 1994 1995
------ ------- ------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income............................. $ 360 $ 1,083 $ 1,803 $ 491 $ 751
Adjustments to reconcile net income to
net cash provided by operating
activities
Depreciation and amortization....... 1,410 875 666 331 312
(Gain) loss on disposal of fixed
assets............................ 6 -- (127) -- --
Changes in assets and liabilities
Accounts receivable................. 156 (491) 35 (22) (279)
Prepaid expenses.................... (60) 120 63 40 3
Accounts payable and accrued
liabilities....................... 365 664 (56) 412 346
Other............................... (60) 351 149 (47) (6)
------- ------- ------- ------- -------
Net cash provided by operating
activities............................. 2,177 2,602 2,533 1,205 1,127
INVESTING ACTIVITIES
Proceeds from sale of property and
equipment........................... 151 -- 90 -- --
Purchase of property and equipment..... (461) (334) (263) (130) (77)
------- ------- ------- ------- -------
Net cash used in investing activities.... (310) (334) (173) (130) (77)
------- ------- ------- ------- -------
FINANCING ACTIVITIES
Distributions to Parent................ (1,946) (3,065) (1,783) (835) (1,144)
------- ------- ------- ------- -------
INCREASE (DECREASE) IN CASH
EQUIVALENTS............................ (79) (797) 577 240 (94)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD................................. 887 808 11 11 588
------ ------- ------- ------- -------
CASH AND CASH EQUIVALENTS, END OF
PERIOD................................. $ 808 $ 11 $ 588 $ 251 $ 494
====== ======= ======= ======= =======
</TABLE>

See accompanying notes to the combined financial statements

F-30
<PAGE> 87

MAYNE NICKLESS COURIER

NOTES TO THE COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)

1. ORGANIZATION AND BASIS OF PRESENTATION

Mayne Nickless Courier provides on-demand delivery, transportation, fleet
management and distribution services. Mayne Nickless Courier is a deliverer of
intracity small parcel same-day shipments for medium to large customers
principally in Southern California, the San Francisco Bay Area, Seattle,
Pittsburgh, Washington D.C., Boston and Vancouver and Victoria, British
Columbia.

Effective December 29, 1995, pursuant to an Asset Purchase Agreement,
Dynamex, Inc. acquired certain assets and assumed certain liabilities of the
same-day courier business of Mayne Nickless Courier Systems Inc., Mayne Nickless
Messenger Service, Inc. and the Canadian same day courier business of Mayne
Nickless North America Inc. (collectively, "Mayne Nickless Courier") from Mayne
Nickless Transport, North America ("Parent") for approximately $12,200 in cash,
including transaction costs and assumption of approximately $2,100 in
liabilities.

The accompanying combined financial statements present operations and cash
flows of Mayne Nickless Courier on an historical basis. The accompanying
combined financial statements have been prepared from the separate records
maintained by Mayne Nickless Courier and may not be indicative of the conditions
that would have existed or the results of operations if Mayne Nickless Courier
had been operated as an unaffiliated company. All significant intercompany
balances and transactions have been eliminated.

2. SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year

The Company's fiscal year ends on the Sunday nearest June 30. The last
three fiscal years consist of the 52-week periods ended July 2, 1995, July 3,
1994, and July 4, 1993. The audited combined financial statements for the six
months ended December 28, 1995 (the date of acquisition by Dynamex) are included
herein. The combined statements of operations and cash flows for the six months
ended December 31, 1994 are unaudited, but in the opinion of the Company's
management, contain all adjustments (consisting only of normal recurring items)
necessary for a fair presentation of results of operations and cash flows.

Use of Estimates

The preparation of Mayne Nickless Courier's combined financial statements
in conformity with generally accepted accounting principles necessarily requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the balance sheet dates and the reported amounts of revenues and expenses for
the periods presented. Actual results may differ from such estimates.

Cash and Cash Equivalents

For purposes of the combined statements of cash flows, Mayne Nickless
Courier considers all highly liquid investments with a maturity of three months
or less to be cash equivalents.

Depreciation

Depreciation is calculated using the straight-line method over the
estimated useful life of the asset, typically ranging from three to five years
for furniture, fixtures and equipment. The cost of leasehold improvements is
amortized over the useful life of the asset or the applicable lease term
whichever is shorter.

F-31
<PAGE> 88

MAYNE NICKLESS COURIER

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

Intangibles

Intangibles arise from the acquisition of operations and include the excess
of the purchase price over net assets acquired, and covenants not-to-compete.
Such excess is being amortized over fifteen years. Covenants not-to-compete are
being amortized over the life of those agreements, generally, two or five years.
Amortization expense for the six months ended December 28, 1995, for the six
months ended December 31, 1994 and the fiscal years ended July 2, 1995, July 3,
1994 and July 4, 1993 was $202, $225 (unaudited), $447, $627, and $1,020,
respectively.

Insurance

Mayne Nickless Courier participates in the Parent's consolidated insurance
program. The Parent is primarily self-insured for workers' compensation,
automobile and general liability costs. The estimated self-insurance liability
is determined based on claims filed and an estimate of claims incurred but not
yet reported. The Parent charges Mayne Nickless Courier for those expenses which
it believes is a reasonable estimate of what Mayne Nickless Courier would incur
if they did not participate in the Parent's consolidated insurance program.
Insurance expense for the six months ended December 28, 1995, for the six months
ended December 31, 1994 and the fiscal years ended July 2, 1994, July 3, 1994
and July 4, 1993 was $476, $463 (unaudited), $925, $1,227, and $1,241,
respectively.

Revenue Recognition

Revenue is recognized when the services are rendered to customers.

Income Taxes

The Company has been included in the Parent's consolidated Canadian, United
States Federal and state income tax returns. The Parent, on a consolidated
basis, has been in a net loss position for income tax purposes for the six
months ended December 31, 1994, and for the fiscal years ended July 2, 1995,
July 3, 1994 and July 4, 1993. Statement of Financial Accounting Standards No.
109 requires that the consolidated amount of current and deferred tax expenses
for a group that files a consolidated tax return be allocated among members of
the group when those members issue separate financial statements. On the basis
that Mayne Nickless Courier is a business and not a separate subsidiary, current
and deferred income taxes have not been provided in the accompanying combined
financial statements.

Translation of Foreign Currencies

Assets and liabilities of the Company's Canadian operations are translated
into U.S. dollars at year-end rates of exchange, and income and expenses are
translated at average rates during the year. Adjustments resulting from
translating financial statements into U.S. dollars were not material in any of
the periods presented.

F-32
<PAGE> 89

MAYNE NICKLESS COURIER

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

3. NET CAPITAL INVESTED BY PARENT

The following is a reconciliation of the net capital invested by the
Parent:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED SIX MONTHS ENDED
----------------------------- --------------------------
JULY 4 JULY 3 JULY 2 DECEMBER 31 DECEMBER 28
1993 1994 1995 1994 1995
------- ------- ------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net invested capital, beginning of
period................................ $ 7,200 $ 5,614 $ 3,632 $ 3,632 $ 3,652
Net income for the period............... 360 1,083 1,803 491 751
Distributions to the Parent............. (1,946) (3,065) (1,783) (835) (1,144)
------- ------- ------- ------- -------
Net invested capital, end of year....... $ 5,614 $ 3,632 $ 3,652 $ 3,288 $ 3,259
======= ======= ======= ======= =======
</TABLE>

4. RELATED-PARTY TRANSACTIONS

The Company uses certain resources and administrative staff of the Parent,
including certain finance, legal and office services which are charged to Mayne
Nickless Courier. In connection with these services, the amounts Parent charged
Mayne Nickless Courier for the six months ended December 28, 1995, for the six
months ended December 31, 1994 and the fiscal years ended July 2, 1995, July 3,
1994 and July 4, 1993 was $183, $171 (unaudited), $342, $598, and $841,
respectively. Such amounts are included in selling, general and administrative
expense.

In addition, Mayne Nickless Courier is charged interest by the Parent based
upon the amount of advances made by the Parent. Such amounts are included in the
accompanying combined statements of operations as Interest expense -- Parent.

5. LEASES

The Company leases certain equipment and office space under operating lease
agreements which expire at various dates through June 1998.

At December 28, 1995, future minimum lease payments for such leases are as
follows:

Rent expense for the for the six months ended December 31, 1995, for the
six months ended December 31, 1994 and the fiscal years ended July 2, 1995, July
3, 1994 and July 4, 1993 was $163, $199 (unaudited), $466, $401, and $393,
respectively.

In the fiscal year ended July 2, 1995, the Company recorded a gain of $127
relating to the sale of the rights to certain radio frequencies, which was
included as a reduction in selling, general and administrative expense.

6. CONTINGENT LIABILITIES

Mayne Nickless Courier is subject to various lawsuits and claims arising
out of its businesses. The Asset Purchase Agreement specifies that the Parent
will retain responsibility for any such liabilities arising from events prior to
December 29, 1995. In the opinion of management of Mayne Nickless Courier, the
ultimate resolution of these matters will not have a material adverse effect on
Mayne Nickless Courier's combined financial statements taken as a whole.

F-33
<PAGE> 90

ACQUIRED COMPANIES

INTRODUCTION TO PRO FORMA COMBINED FINANCIAL STATEMENTS

The accompanying unaudited combined pro forma financial statements present
the combined financial position of the Acquired Companies as of March 31, 1996
and the combined results of operations of the Acquired Companies for the nine
months ended March 31, 1996 and for the twelve months ended June 30, 1995. The
combined financial statements have been adjusted, on a pro forma basis, to
remove the effect of certain assets and liabilities which will not be included
in the assets and liabilities of the Acquired Companies upon their acquisition
by the Company. In addition, the combined results of operations have been
adjusted on a pro forma basis to reflect the effect of changes to certain
components of costs and expenses. These items include adjustments to
compensation to owners and managers of the Acquired Companies to reflect agreed
upon compensation levels subsequent to the acquisition by the Company,
adjustments to rental expense to reflect agreed upon modifications to lease
agreements to be effective subsequent to the acquisition by the Company and
adjustments to certain other costs and expenses which are not ongoing costs of
the businesses acquired and would not have been incurred had the Acquisitions by
the Company occurred at the beginning of the period presented.

F-34
<PAGE> 91

ACQUIRED COMPANIES

PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
(IN THOUSANDS OF CANADIAN
DOLLARS)
-------------------------------
ACTION
DELIVERY
AND
K.H.B. & MESSENGER EX-
ASSOCIATES SERVICE COM- CHANGE
LTD. LIMITED BINED RATE
---------- --------- ------ ------
<S> <C> <C> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents.............. $ -- $ -- $ -- 0.74
Accounts receivable -- net............. 1,398 536 1,934 0.74
Other current assets................... 164 37 201 0.74
------ ------- ------
1,562 573 2,135
PROPERTY AND EQUIPMENT -- net............ 543 731 1,274 0.74
INTANGIBLES -- net....................... -- -- -- 0.74
OTHER ASSETS -- net...................... 363 -- 363 0.74
------ ------- ------
$2,468 $ 1,304 $3,772
====== ======= ======
LIABILITIES
CURRENT LIABILITIES...................... $1,494 $ 515 $2,009 0.74
LONG-TERM DEBT AND OTHER................. 191 500 691 0.74
------ ------- ------
1,685 1,015 2,700
SHAREHOLDERS' EQUITY..................... 783 289 1,072 0.74
------ ------- ------
$2,468 $ 1,304 $3,772
====== ======= ======

<CAPTION>
(IN THOUSANDS)
------------------------------------------------------------------------
SEKO
ENTERPRISES
AND
COM- SEIDEL RELATED SOUTHBANK ADJUST- COM-
BINED DELIVERY COMPANIES COURIER, INC. MENTS NOTES BINED
------ -------- --------- ------------- ------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents.............. $ -- $ 64 $ -- $ 61 $ (38) 3(b)
Accounts receivable -- net............. 1,431 175 922 338 (237) 3(a)
Other current assets................... 148 40 341 25 (137) 3(a) 417
------ ---- ------- ----- ------- ------
1,579 279 1,263 424 (412) 3,133
PROPERTY AND EQUIPMENT -- net............ 943 46 1,790 23 (1,339) 3(a) 1,463
INTANGIBLES -- net....................... -- -- 307 -- -- 307
OTHER ASSETS -- net...................... 269 -- 18 -- (152) 3(a) 135
------ ---- ------- ----- ------- ------
$2,791 $325 $ 3,378 $ 447 $(1,903) $5,038
====== ==== ======= ===== ======= ======
LIABILITIES
CURRENT LIABILITIES...................... $1,487 $ 71 $ 1,234 $ 26 $ (872) 3(a) $1,946
LONG-TERM DEBT AND OTHER................. 511 -- 1,170 -- (1,486) 3(a) 195
------ ---- ------- ----- ------- ------
1,998 71 2,404 26 (2,358) 2,141
SHAREHOLDERS' EQUITY..................... 793 254 974 421 455 3(a) 2,897
------ ---- ------- ----- ------- ------
$2,791 $325 $ 3,378 $ 447 $(1,903) $5,038
====== ==== ======= ===== ======= ======
</TABLE>

See accompanying notes to the pro forma combined financial statements

F-35
<PAGE> 92

ACQUIRED COMPANIES

PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
TWELVE ADD LESS
MONTHS THREE MONTHS SIX MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
DECEMBER 31, MARCH 31, JUNE 30, MARCH 31,
1995 1996 1995 ADJUSTMENTS NOTE 1996
------------ ------------ ---------- ----------- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
SALES............................ $ 20,836 $5,260 $ 10,809 $ -- $15,287
COST OF SALES.................... 13,199 3,363 7,008 -- 9,554
-------- ------ -------- ----- -------
GROSS PROFIT..................... 7,637 1,897 3,801 -- 5,733
SELLING, GENERAL AND
ADMINISTRATIVE
EXPENSES....................... 7,042 1,602 3,389 (752) 4(b) 4,503
DEPRECIATION AND AMORTIZATION.... 368 87 185 (46) 4(a) 224
-------- ------ -------- ----- -------
OPERATING INCOME................. 227 208 227 798 1,006
INTEREST EXPENSE................. 262 76 131 (131) 4(a) 76
OTHER INCOME..................... 160 47 84 -- 123
-------- ------ -------- ----- -------
INCOME BEFORE TAXES.............. 125 179 180 929 1,053
INCOME TAXES..................... 45 29 29 -- 45
-------- ------ -------- ----- -------
NET INCOME....................... $ 80 $ 150 $ 151 $ 929 $ 1,008
======== ====== ======== ===== =======
</TABLE>

See accompanying notes to the pro forma combined financial statements

F-36
<PAGE> 93

ACQUIRED COMPANIES

PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
------------------------------------------------------------------------------------------
(IN THOUSANDS OF CANADIAN
DOLLARS) (IN THOUSANDS)
------------------------------- -------------------------------------------------
ACTION
DELIVERY SEKO
AND ENTERPRISES
K.H.B. & MESSENGER EX- AND SOUTHBANK
ASSOCIATES SERVICE COM- CHANGE COM- SEIDEL RELATED COURIER, COM-
LTD. LIMITED BINED RATE BINED DELIVERY COMPANIES INC. BINED
---------- --------- ------- ------ ------ -------- ----------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SALES................................. $8,502 $ 3,100 $11,602 0.73 $8,469 $1,929 $ 9,053 $ 1,597 $21,048
COST OF SALES......................... 6,394 2,728 9,122 0.73 6,659 1,184 4,838 739 13,420
------ ------ ------- ------ ------ ------ ------ -------
GROSS PROFIT.......................... 2,108 372 2,480 1,810 745 4,215 858 7,628
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................. 1,761 244 2,005 0.73 1,464 701 3,825 759 6,749
DEPRECIATION AND AMORTIZATION......... 121 55 176 0.73 128 20 196 8 352
------ ------ ------- ------ ------ ------ ------ -------
OPERATING INCOME...................... 226 73 299 218 24 194 91 527
INTEREST EXPENSE...................... 55 109 164 0.73 120 -- 129 13 262
OTHER INCOME.......................... 37 20 57 0.73 42 3 113 -- 158
------ ------ ------- ------ ------ ------ ------ -------
INCOME BEFORE TAXES................... 208 (16) 192 140 27 178 78 423
INCOME TAXES.......................... 67 (3) 64 0.73 47 2 3 14 66
------ ------ ------- ------ ------ ------ ------ -------
NET INCOME............................ $ 141 $ (13) $ 128 $ 93 $ 25 $ 175 $ 64 $ 357
====== ====== ======= ====== ====== ====== ====== =======

(IN THOUSANDS)
--------------------------------------------------------
ADD
SIX LESS
MONTHS SIX MONTHS YEAR
ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, ADJUST- COM-
1995 1994 1995 MENTS NOTE BINED
-------- ---------- -------- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
SALES................................. $ 10,809 $ 10,138 $ 21,719 $ -- $21,719
COST OF SALES......................... 7,008 6,609 13,819 -- 13,819
------- ------- ------- ------- -------
GROSS PROFIT.......................... 3,801 3,529 7,900 -- 7,900
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................. 3,389 3,161 6,977 (1,071) 4(b) 5,906
DEPRECIATION AND AMORTIZATION......... 185 199 338 (61) 4(a) 277
------- ------- ------- ------- -------
OPERATING INCOME...................... 227 169 585 1,132 1,717
INTEREST EXPENSE...................... 131 114 279 (159) 4(a) 120
OTHER INCOME.......................... 84 80 162 -- 162
------- ------- ------- ------- -------
INCOME BEFORE TAXES................... 180 135 468 1,291 1,759
INCOME TAXES.......................... 29 17 78 -- 78
------- ------- ------- ------- -------
NET INCOME............................ $ 151 $ 118 $ 390 $ 1,291 $ 1,681
======= ======= ======= ======= =======
</TABLE>

See accompanying notes to the pro forma combined financial statements

F-37
<PAGE> 94

ACQUIRED COMPANIES

SCHEDULE TO PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS OF CANADIAN DOLLARS)
----------------------------------- (IN THOUSANDS)
ACTION -------------------
DELIVERY
K.H.B. & AND
ASSOCIATES MESSENGER EXCHANGE SEIDEL
LTD. SERVICE COMBINED RATE COMBINED DELIVERY
---------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SALES................................................... $8,615 $ 3,118 $11,733 0.73 $8,565 $1,776
COST OF SALES........................................... 6,504 2,681 9,185 0.73 6,705 1,116
------ ------- ------- ------ ------
GROSS PROFIT............................................ 2,111 437 2,548 1,860 660
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................................... 1,819 272 2,091 0.73 1,526 628
DEPRECIATION AND AMORTIZATION........................... 146 63 209 0.73 153 19
------ ------- ------- ------ ------
OPERATING INCOME........................................ 146 102 248 181 13
INTEREST EXPENSE........................................ 80 102 182 0.73 133 --
OTHER INCOME............................................ 37 9 46 0.73 34 21
------ ------- ------- ------ ------
INCOME BEFORE TAXES..................................... 103 9 112 82 34
INCOME TAXES............................................ 20 2 22 0.73 16 7
------ ------- ------- ------ ------
NET INCOME.............................................. $ 83 $ 7 $ 90 $ 66 $ 27
====== ======= ======= ====== ======

(IN THOUSANDS)
---------------------------------------
SEKO
ENTERPRISES
AND RELATED SOUTHBANK
COMPANIES COURIER, INC. COMBINED
------------ ------------- --------
<S> <C> <C> <C>
SALES................................................... $8,489 $ 2,006 $20,836
COST OF SALES........................................... 4,421 957 13,199
------ ------- -------
GROSS PROFIT............................................ 4,068 1,049 7,637
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................................... 3,886 1,002 7,042
DEPRECIATION AND AMORTIZATION........................... 174 22 368
------ ------- -------
OPERATING INCOME........................................ 8 25 227
INTEREST EXPENSE........................................ 129 -- 262
OTHER INCOME............................................ 105 -- 160
------ ------- -------
INCOME BEFORE TAXES..................................... (16) 25 125
INCOME TAXES............................................ 11 11 45
------ ------- -------
NET INCOME.............................................. $ (27) $ 14 $ 80
====== ======= =======
</TABLE>

See accompanying notes to the pro forma combined financial statements

F-38
<PAGE> 95

ACQUIRED COMPANIES

SCHEDULE TO PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
(IN THOUSANDS OF CANADIAN DOLLARS) (IN THOUSANDS)
------------------------------------ ------------------------------------------------------------
ACTION SEKO
K.H.B. & DELIVERY AND ENTERPRISES
ASSOCIATES MESSENGER EXCHANGE SEIDEL AND RELATED SOUTHBANK
LTD. SERVICE COMBINED RATE COMBINED DELIVERY COMPANIES COURIER, INC. COMBINED
---------- ------------ -------- -------- -------- -------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SALES............. $2,202 $818 $3,020 0.73 $2,205 $417 $ 2,062 $ 576 $5,260
COST OF SALES..... 1,661 709 2,370 0.73 1,730 263 1,111 259 3,363
------ ---- ------ ------ ---- ------ ---- ------
GROSS PROFIT...... 541 109 650 475 154 951 317 1,897
SELLING, GENERAL
AND
ADMINISTRATIVE
EXPENSES........ 391 35 426 0.73 311 137 941 213 1,602
DEPRECIATION AND
AMORTIZATION.... 40 19 59 0.73 43 5 38 1 87
------ ---- ------ ------ ---- ------ ---- ------
OPERATING INCOME
(LOSS).......... 110 55 165 121 12 (28) 103 208
INTEREST
EXPENSE......... 20 32 52 0.73 38 -- 38 -- 76
OTHER INCOME...... 8 2 10 0.73 7 7 33 -- 47
------ ---- ------ ------ ---- ------ ---- ------
INCOME (LOSS)
BEFORE TAXES.... 98 25 123 90 19 (33) 103 179
INCOME TAXES...... 29 -- 29 0.73 21 2 -- 6 29
------ ---- ------ ------ ---- ------ ---- ------
NET INCOME........ $ 69 $ 25 $ 94 $ 69 $ 17 $ (33) $ 97 $ 150
====== ==== ====== ====== ==== ====== ==== ======
</TABLE>

See accompanying notes to the pro forma combined financial statements

F-39
<PAGE> 96

ACQUIRED COMPANIES

NOTES TO THE PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying combined pro forma financial statement present the
combined financial position of the Acquired Companies as of March 31, 1996 and
the combined results of operations of the Acquired companies for the nine months
ended March 31, 1996 and for the twelve months ended June 30, 1995. The combined
financial statements have been adjusted, on a pro forma basis, to remove the
effect of certain assets and liabilities which will not be included in the
assets and liabilities of the Acquired Companies upon their acquisition by the
Company. In addition, the combined results of operations have been adjusted on a
pro forma basis to reflect the effect of changes to certain components of costs
and expenses. These items include adjustments to compensation to owners and
managers of the Acquired Companies to reflect agreed upon compensation levels
subsequent to the acquisition by the Company, adjustments to rental expense to
reflect agreed upon modifications to lease agreements to be effective subsequent
to the acquisition by the Company and adjustments to certain other costs and
expenses which are not ongoing costs of the businesses acquired and would not
have been incurred had the Acquisition by the Company occurred at the beginning
of the period presented.

2. CURRENCY CONVERSION

The financial statements of those Acquired Companies, for whom the Canadian
dollar is the functional currency, have been translated into U.S. dollars at the
conversion rate then in effect in the case of the balance sheets and at the
average conversion rate for the period in the case of the statements of
operations.

3. PRO FORMA ADJUSTMENTS TO COMBINED BALANCE SHEET

(a) Eliminates certain assets and related debt which will not be assets and
liabilities of the Acquired Companies upon the acquisition by the
Company.

(b) Adjusts working capital to reflect pro forma adjustment to aggregate
purchase price arising from working capital and funded debt provisions
of purchase agreements.

4. PRO FORMA ADJUSTMENT TO COMBINED STATEMENT OF OPERATIONS

(a) Eliminates interest expense and depreciation related to assets and
liabilities eliminated from combined balance sheet.

(b) Adjusts costs and expenses for items which are not ongoing costs of the
business and which would not have been incurred had the Acquired
Companies been owned by the Company as of the beginning of the period
presented:

<TABLE>
<CAPTION>
NINE MONTHS ENDED TWELVE MONTHS ENDED
MARCH 31, 1996 JUNE 30, 1995
----------------- -------------------
(IN THOUSANDS)
<S> <C> <C>
Compensation expense...................... $ 670 $ 931
Facilities rent........................... (27) (41)
Other..................................... 109 181
----- -------
$ 752 $ 1,071
===== =======
</TABLE>

F-40
<PAGE> 97

INDEPENDENT AUDITORS' REPORT

To the Shareholder of
K.H.B. & Associates Ltd.

We have audited the consolidated balance sheets of K. H. B. & Associates
Ltd. as at December 31, 1994 and 1995 and the consolidated statements of
operations and retained earnings and changes in financial position for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in Canada. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
1994 and 1995 and the results of its operations and the changes in its financial
position for the years then ended in accordance with accounting principles
generally accepted in Canada.

DELOITTE & TOUCHE

Winnipeg, Manitoba
March 8, 1996

F-41
<PAGE> 98

K.H.B. & ASSOCIATES LTD.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
DECEMBER 31
----------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT
Accounts receivable (Note 2)................................ $1,313 $1,343 $ 1,398
Prepaid and other current assets (Note 3)................... 127 147 156
Current portion of employee housing loan.................... 8 8 8
------ ------ -------
1,448 1,498 1,562
PROPERTY AND EQUIPMENT -- net (Note 4)........................ 550 570 543
OTHER ASSETS -- net (Note 5).................................. 441 361 363
------ ------ -------
$2,439 $2,429 $ 2,468
====== ====== =======
LIABILITIES
CURRENT
Bank indebtedness........................................... $ 727 $ 934 $ 772
Commissions payable......................................... 124 114 278
Accounts payable............................................ 402 284 214
Accrued liabilities......................................... 105 90 136
Income taxes payable........................................ 59 16 31
Current portion of long-term debt (Note 6).................. 63 68 63
------ ------ -------
1,480 1,506 1,494
LONG-TERM DEBT (Note 6)....................................... 59 85 67
------ ------ -------
1,539 1,591 1,561
------ ------ -------
NON-CONTROLLING INTEREST (Note 7)............................. 124 124 124
------ ------ -------
COMMITMENTS AND CONTINGENT LIABILITY (Note 8)

SHAREHOLDER'S EQUITY
Share capital
Authorized
Unlimited number of
1% to 12% non-cumulative, voting Class A preference
shares redeemable at $1 per share
1% to 6% non-cumulative, non-voting Class B
preference shares redeemable at $1.00 per share
Common shares
Issued
815,750 Class B preference shares...................... -- -- --
484,250 Class A preference shares...................... -- -- --
1,000,000 common shares.................................. -- -- --
Retained earnings........................................... 776 714 783
------ ------ -------
776 714 783
------ ------ -------
$2,439 $2,429 $ 2,468
====== ====== =======
</TABLE>

See accompanying notes to the consolidated financial statements

F-42
<PAGE> 99

K.H.B. & ASSOCIATES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31 MARCH 31
---------------- ----------------
1994 1995 1995 1996
------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUE.................................................... $8,502 $8,615 $2,182 $2,202
COST OF SALES.............................................. 6,394 6,504 1,648 1,661
------ ------ ------ ------
GROSS PROFIT............................................... 2,108 2,111 534 541
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES................................................. 1,761 1,819 366 391
DEPRECIATION AND AMORTIZATION.............................. 121 146 36 40
------ ------ ------ ------
OPERATING INCOME........................................... 226 146 132 110
INTEREST EXPENSE........................................... 55 80 23 20
OTHER INCOME............................................... (37) (37) (12) (8)
------ ------ ------ ------
INCOME BEFORE INCOME TAXES................................. 208 103 121 98
INCOME TAXES............................................... 67 20 41 29
------ ------ ------ ------
NET INCOME................................................. 141 83 80 69
RETAINED EARNINGS, BEGINNING OF PERIOD..................... 635 776 776 714
------ ------ ------ ------
776 859 856 783
DIVIDENDS PAID............................................. -- 145 -- --
------ ------ ------ ------
RETAINED EARNINGS, END OF PERIOD........................... $ 776 $ 714 $ 856 $ 783
====== ====== ====== ======
</TABLE>

See accompanying notes to the consolidated financial statements

F-43
<PAGE> 100

K.H.B. & ASSOCIATES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31 ENDED MARCH 31
-------------- --------------
1994 1995 1995 1996
----- ----- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C>
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
ACTIVITIES
OPERATING
Net income for the period.................................. $ 141 $ 83 $ 80 $ 69
Items not affecting cash
Depreciation and amortization........................... 121 146 36 40
Deferred income taxes................................... 2 1 -- --
Loss on disposal of fixed assets........................ 30 3 -- --
----- ----- ----- -----
294 233 116 109
Changes in non-cash working capital balances
Accounts receivable..................................... (337) (30) 140 (54)
Prepaid expenses and supplies........................... 46 (20) 15 (9)
Accounts payable and accrued liabilities................ 238 (143) (229) 140
Income taxes payable.................................... 23 (43) 26 15
Dividends paid.......................................... -- (145) -- --
----- ----- ----- -----
264 (148) 68 201
----- ----- ----- -----
FINANCING
Net (decrease) increase in long-term debt.................. (56) 32 (17) (23)
----- ----- ----- -----
INVESTING
Property and equipment..................................... (103) (164) (36) (10)
Proceeds on disposal of property and equipment............. -- 6 -- --
Other assets............................................... (251) 67 (5) (6)
----- ----- ----- -----
(354) (91) (41) (16)
----- ----- ----- -----
NET CASH INFLOW (OUTFLOW).................................... (146) (207) 10 162
BANK INDEBTEDNESS, BEGINNING OF PERIOD....................... (581) (727) (727) (934)
----- ----- ----- -----
BANK INDEBTEDNESS, END OF PERIOD............................. $(727) $(934) $(717) $(772)
===== ===== ===== =====
</TABLE>

See accompanying notes to the consolidated financial statements

F-44
<PAGE> 101

K.H.B. & ASSOCIATES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF CANADIAN DOLLARS)

1. ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada and conform in all material
respects with those of the United States. The Company's significant accounting
policies are as follows:

Basis of presentation

These consolidated financial statements include the accounts of the Company
and its subsidiary Zipper Transportation Services Ltd./Services de Transport
Zipper Ltee.

Inventory

Supplies and uniforms on hand are recorded at the lower cost and net
realizable value.

Property and equipment

Fixed assets are recorded at cost and depreciation is provided at the
following rates:

<TABLE>
<S> <C>
Vehicles........................................ 30% diminishing-balance basis
Furniture, fixtures and equipment............... 20% diminishing-balance basis
Radio equipment................................. 10% straight-line basis
Computer and telephone equipment................ 20% straight-line basis
Leasehold improvements.......................... Over the term of the lease;
minimum 5 years
</TABLE>

Capital leases

Lease agreements which transfer the risks and rewards of ownership of the
leased assets are accounted for as capital leases, whereby the fair market value
of the leased asset is capitalized and amortized over its useful life to the
company. A corresponding obligation under capital lease is recorded and reduced
by the lease payments, based on the interest rate implicit in the lease.

Goodwill

Goodwill consists of the excess of cost over the fair value of net assets
acquired and is amortized on a straight-line basis over twenty years. Annually,
the Company evaluates the net carrying value of goodwill to determine if there
has been any impairment in value. This determination is made by reviewing
projections of future cash flow to be generated by the acquired business.

Deferred income taxes

Deferred income taxes arise primarily as a result of the excess of
depreciation recorded for book purposes in excess of capital cost allowance
claimed for tax purposes.

F-45
<PAGE> 102

K.H.B. & ASSOCIATES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

2. ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
DECEMBER 31
---------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Trade................................................... $1,069 $ 986 $ 971
Drivers and sundry...................................... 21 33 20
Staff advances.......................................... 2 3 1
Due from Alcrest Holdings Ltd. ......................... 55 66 66
Due from shareholder.................................... 166 255 340
------ ------ -------
$1,313 $1,343 $ 1,398
====== ====== =======
</TABLE>

The amounts due from Alcrest Holdings Ltd., a related party, and from
shareholder are non-interest bearing with no fixed terms of repayment.

3. PREPAID EXPENSES AND SUPPLIES

<TABLE>
<CAPTION>
DECEMBER 31
---------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Supplies................................................ $ 107 $ 107 $ 101
Uniforms................................................ 11 13 13
Other................................................... 9 27 42
------ ------ -------
$ 127 $ 147 $ 156
====== ====== =======
</TABLE>

4. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31
---------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Vehicles................................................ $ 114 $ 96 $ 96
Radio equipment......................................... 277 277 277
Furniture, fixtures and equipment....................... 326 367 364
Computer equipment...................................... 220 249 249
Leasehold improvements.................................. 142 199 212
Radio equipment under capital lease..................... 227 227 227
------ ------ -------
1,306 1,415 1,425
Less: Accumulated depreciation.......................... 756 845 882
------ ------ -------
$ 550 $ 570 $ 543
====== ====== =======
</TABLE>

F-46
<PAGE> 103

K.H.B. & ASSOCIATES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

5. OTHER ASSETS

<TABLE>
<CAPTION>
DECEMBER 31
---------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Employee housing loan................................... $ 251 $ 192 $ 192
Security deposits....................................... 32 23 28
Deferred income taxes................................... 17 16 16
Goodwill (net of amortization of $82 in 1994; $93 in
1995; $96 in 1996).................................... 149 138 135
------ ------ ------
449 369 371
Less: Current portion of employee housing loan.......... 8 8 8
------ ------ ------
$ 441 $ 361 $ 363
====== ====== ======
</TABLE>

The employee housing loan is non-interest bearing and is secured by a
second mortgage on the employees residence. The loan is repayable in annual
installments of $8.

6. LONG-TERM DEBT

<TABLE>
<CAPTION>
DECEMBER 31
---------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Bank loan, repayable in monthly principal installments
of $1 plus interest at the bank's prime rate plus
1.25%................................................. $ 35 $ -- $ --
Bank loan, repayable in monthly principal installments
of $3 plus interest at the bank's prime rate plus
1.50%................................................. -- 90 82
Bank loan, repayable in blended, monthly installments of
$1, bearing interest at 9.90%......................... -- 29 26
Obligation under capital lease.......................... 87 34 22
------ ------ ------
122 153 130
Current portion......................................... 63 68 63
------ ------ ------
$ 59 $ 85 $ 67
====== ====== ======
</TABLE>

a) The bank loans and bank indebtedness are secured by the following:

- registered general assignment of book debts and covering all assets;

- assignment of insurance proceeds on all assets;

- keyman life insurance in the amount of $400;

- unlimited guarantee of the shareholder and an associated company;

- assignment of the second mortgage on the home of the shareholder.

(b) Expected principal repayments over the next 5 years are as follows:

F-47
<PAGE> 104

K.H.B. & ASSOCIATES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

(c) Interest expense on long-term debt during the year ended December 31,
1994 and 1995 and during the three months ended March 31, 1995 and 1996
amounted to $18, $14, $4 (unaudited) and $4 (unaudited), respectively.

(d) The obligation under capital lease is comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Minimum lease payments in:
1995............................................. $61 $-- $--
1996............................................. 36 36 23
--- --- ---
97 36 23
Less amounts representing interest................. (10) (2) (1)
--- --- ---
$87 $34 $22
=== === ===
</TABLE>

7. NON-CONTROLLING INTEREST

The non-controlling interest is comprised of 119,000 Class C preference
shares issued by the Company's subsidiary. These shares which carry
non-cumulative dividend entitlements of 1% to 12%, may be redeemed for $124 at
the option of the subsidiary or the holder. The holder is related to the
shareholder of the Company.

8. COMMITMENTS AND CONTINGENT LIABILITY

(a) The Company has entered into various lease agreements for premises,
vehicles and equipment with expiry dates to 1998. Minimum annual rents,
net of anticipated recovery of rental charges for leased vehicles and
premises, for each of the next three years is as follows:

(b) The Company has provided guarantees and postponements of claim of the
debts of an affiliated corporation, Alcrest Holdings Ltd. As at March
31, 1996, these debts amounted to $766 (unaudited).

9. RELATED PARTY TRANSACTIONS

The financial statements include rent paid to Alcrest Holdings Ltd., a
company affiliated by common control, in the amount of $204, $204, $51
(unaudited) and $51 (unaudited) for the year ended December 31, 1994 and 1994
and the three months ended March 31, 1995 and 1996, respectively.

F-48
<PAGE> 105

INDEPENDENT AUDITORS' REPORT

To the Shareholders of
Action Delivery and Messenger Service Limited

We have audited the consolidated balance sheets of Action Delivery and
Messenger Service Limited as at December 31, 1994 and 1995 and the consolidated
statements of operations and retained earnings and changes in financial position
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
1994 and 1995, and the results of its operations and the changes in its
financial position for the years then ended, in accordance with accounting
principles generally accepted in Canada.

DELOITTE & TOUCHE

Halifax, Nova Scotia
March 29, 1996

F-49
<PAGE> 106

ACTION DELIVERY AND MESSENGER SERVICE LIMITED

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
DECEMBER 31
---------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT
Accounts receivable (net of allowance for doubtful accounts of
$12, $15 and nil (unaudited) at December 31, 1994 and 1995
and March 31, 1996, respectively).......................... $ 437 $ 425 $ 427
Due from parent company....................................... 31 94 109
Income taxes recoverable...................................... 3 -- --
Inventories................................................... 18 15 15
Prepaid expenses.............................................. 12 8 12
Current portion of term loans receivable (Note 4)............. 20 14 10
------ ------ -------
521 556 573
PROPERTY AND EQUIPMENT -- net (Note 3).......................... 784 725 731
TERM LOANS RECEIVABLE (Note 4).................................. 15 -- --
------ ------ -------
$1,320 $1,281 $ 1,304
====== ====== =======
LIABILITIES
CURRENT
Bank indebtedness (Note 5).................................... $ 330 $ 313 $ 323
Accounts payable.............................................. 62 73 46
Accrued liabilities........................................... 19 -- 12
Accrued driver wages.......................................... 64 75 88
Income tax payable............................................ -- 2 2
Current portion of long-term debt............................. 43 44 44
------ ------ -------
518 507 515
DEFERRED INCOME TAXES........................................... 3 3 3
LONG-TERM DEBT (Note 6)......................................... 542 507 497
------ ------ -------
1,063 1,017 1,015
------ ------ -------
COMMITMENTS AND CONTINGENT LIABILITY (Notes 8 and 9)
SHAREHOLDERS' EQUITY
Share capital
Authorized
1,000 4% non-cumulative, non-voting, redeemable,
retractible preference shares with a redemption value
of $1 each
4,000 common shares
Issued
500 preferred shares..................................... 1 1 1
100 common shares........................................ -- -- --
------ ------ -------
1 1 1
Retained earnings............................................... 256 263 288
------ ------ -------
257 264 289
------ ------ -------
$1,320 $1,281 $ 1,304
====== ====== =======
</TABLE>

See accompanying notes to the consolidated financial statements

F-50
<PAGE> 107

ACTION DELIVERY AND MESSENGER SERVICE LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31 MARCH 31
---------------- ------------
1994 1995 1995 1996
------ ------ ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
SALES......................................................... $3,100 $3,118 $777 $818
COST OF SALES................................................. 2,728 2,681 648 709
------ ------ ---- ----
GROSS PROFIT.................................................. 372 437 129 109
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................. 244 272 56 35
------ ------ ---- ----
128 165 73 74
DEPRECIATION.................................................. 55 63 15 19
------ ------ ---- ----
OPERATING INCOME.............................................. 73 102 58 55
OTHER (INCOME) EXPENSES
Interest.................................................... 109 102 32 32
Other....................................................... (20) (9) (3) (2)
------ ------ ---- ----
INCOME (LOSS) BEFORE INCOME TAXES............................. (16) 9 29 25
INCOME TAXES (RECOVERY OF) PROVISION FOR...................... (3) 2 -- --
------ ------ ---- ----
NET INCOME (LOSS)............................................. (13) 7 29 25
RETAINED EARNINGS, BEGINNING OF PERIOD........................ 307 256 256 263
------ ------ ---- ----
294 263 285 288
DIVIDENDS..................................................... 38 -- -- --
------ ------ ---- ----
RETAINED EARNINGS, END OF PERIOD.............................. $ 256 $ 263 $285 $288
====== ====== ==== ====
</TABLE>

See accompanying notes to the consolidated financial statements

F-51
<PAGE> 108

ACTION DELIVERY AND MESSENGER SERVICE LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31 ENDED MARCH 31
-------------- --------------
1994 1995 1995 1996
----- ----- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C>
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
ACTIVITIES
OPERATING
Net income (loss).......................................... $ (13) $ 7 $ 29 $ 25
Items not affecting cash
Depreciation............................................ 55 63 15 19
Loss on disposal of property and equipment.............. -- (3) (2) --
----- ----- ----- -----
42 67 42 44
Changes in non-cash operating working capital items........ (19) (35) 2 (22)
----- ----- ----- -----
23 32 44 22
----- ----- ----- -----
FINANCING
Issue of share capital..................................... 1 -- -- --
Reduction in term loans receivable......................... 4 20 4 3
Issue of long-term debt.................................... 93 14 -- --
Repayment of long-term debt................................ (56) (48) (3) (10)
Dividends paid............................................. (38) -- -- --
----- ----- ----- -----
4 (14) 1 (7)
----- ----- ----- -----
INVESTING
Acquisition of property and equipment...................... (132) (9) (7) (25)
Proceeds on disposal of property and equipment............. 13 8 2 --
----- ----- ----- -----
(119) (1) (5) (25)
----- ----- ----- -----
NET CASH INFLOW (OUTFLOW).................................... (92) 17 40 (10)
BANK INDEBTEDNESS, BEGINNING OF PERIOD....................... (238) (330) (330) (313)
----- ----- ----- -----
BANK INDEBTEDNESS, END OF PERIOD............................. $(330) $(313) $(290) $(323)
===== ===== ===== =====
</TABLE>

See accompanying notes to the consolidated financial statements

F-52
<PAGE> 109

ACTION DELIVERY AND MESSENGER SERVICE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF CANADIAN DOLLARS)

1. DESCRIPTION OF BUSINESS

Action Delivery and Messenger Service Limited is incorporated under the
laws of the Province of Nova Scotia, and is primarily involved in the provision
of same-day delivery service in the metropolitan Halifax area.

2. ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada and conform in all material
respects, with those of the United States, and include the following significant
accounting policies:

Consolidation

The financial statements include the accounts of Action Delivery and
Messenger Service Limited and its wholly owned subsidiaries, Atlantic Medical
Transportation Services Limited and Atlantic Bonded Courier Services Limited.

Inventories

Inventory is valued at lower of cost and replacement cost.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the declining-balance method at the following annual rates:

<TABLE>
<S> <C>
Building.............................................. 4%
Furniture and equipment............................... 20%
Radios................................................ 20%
Computer equipment.................................... 30%
Vehicles.............................................. 30%
</TABLE>

3. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- MARCH 31,
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Land and land improvements............................ $ 111 $ 111 $ 111
Building.............................................. 618 618 629
Furniture and equipment............................... 83 84 85
Radios................................................ 122 122 122
Computer equipment.................................... 106 114 117
Vehicles.............................................. 94 30 40
------ ------ ------
1,134 1,079 1,104
Less: Accumulated depreciation........................ 350 354 373
------ ------ ------
$ 784 $ 725 $ 731
====== ====== ======
</TABLE>

F-53
<PAGE> 110

ACTION DELIVERY AND MESSENGER SERVICE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

4. TERM LOANS RECEIVABLE

<TABLE>
<CAPTION>
DECEMBER 31
------------ MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
11.50% term loan receivable, repayable in monthly
installments of $0.5, principal and interest, until
November, 1996............................................. $ 9 $ 4 $ 3
11.50% term loan receivable, repayable in monthly
installments of $0.4, principal and interest, until July,
1997....................................................... 10 5 4
11.50% term loan receivable, repayable in monthly
installments of $0.5, principal and interest, until
October, 1996.............................................. 10 5 4
11.50% term loan receivable, repayable in monthly
installments of $0.5, principal and interest, until
October, 1995.............................................. 6 -- --
--- --- ---
35 14 11
Less: Current portion........................................ 20 14 10
--- --- ---
$15 $-- $ 1
=== === ===
</TABLE>

5. BANK INDEBTEDNESS

The company's bank indebtedness is secured by a pledge of its accounts
receivable and debentures in the amount of $750 providing first fixed and
floating charges on all of the companys assets. Bank indebtedness includes the
following amounts:

<TABLE>
<CAPTION>
DECEMBER 31
------------ MARCH 31,
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Demand loan, bearing interest at prime plus 1.5%........... $300 $235 $ 242
Demand loan, bearing interest at prime plus 2%............. -- 70 70
Cheques issued in excess of funds on deposit............... 30 8 11
---- ---- ----
$330 $313 $ 323
==== ==== ====
</TABLE>

6. LONG-TERM DEBT

<TABLE>
<CAPTION>
DECEMBER 31,
------------ MARCH 31,
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
8.5% mortgage, payable in monthly installments of $5
including principal and interest. The mortgage is secured
by land and building having a carrying value of $596..... $474 $466 $ 463
Term bank loan, bearing interest at prime plus 1.75%,
payable in monthly installments of $2 including principal
and interest, maturing September, 1999, secured by
specific equipment....................................... 69 67 65
Term bank loan, bearing interest at prime plus 2%, payable
in monthly installments of $0.4 including principal and
interest, maturing June, 1997, secured by a specific
vehicle.................................................. 10 6 5
</TABLE>

F-54
<PAGE> 111

ACTION DELIVERY AND MESSENGER SERVICE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1994 1995 1996
---- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
Term bank loan, bearing interest at prime plus 2%, payable
in monthly installments of $0.4 including principal and
interest, maturing December, 1996, secured by a specific
vehicle.................................................. 10 5 4
Term bank loan, bearing interest at prime plus 2%, payable
in monthly installments of $0.4 including principal and
interest, maturing August, 1996, secured by a specific
vehicle.................................................. 8 4 2
Term bank loan, bearing interest at prime plus 2%, payable
in monthly installments of $0.4 including principal and
interest, maturing October, 1996, secured by a specific
vehicle.................................................. 7 3 2
Term bank loan, bearing interest at prime plus 2%, payable
in monthly installments of $3 including principal and
interest, matured February, 1995, secured by a specific
vehicle.................................................. 7 -- --
---- ---- ----
585 551 541
==== ==== ====
Less: Current portion...................................... 43 44 44
---- ---- ----
$542 $507 $ 497
==== ==== ====
</TABLE>

The principal due within each of the next five years on long-term debt,
assuming financing of the mortgage under similar terms, is approximately as
follows:

7. RELATED PARTY TRANSACTIONS

Management fees paid to an associated company for the years ended December
31, 1994 and 1995 and for the three months ended March 31, 1995 and 1996 were
$18, $36, $8 (unaudited) and $8 (unaudited), respectively.

8. CONTINGENT LIABILITY

The company has outstanding letters of credit to I/F/O Canada Post
totalling $40 which are due February 29, 1997.

9. COMMITMENT

The company is renting office equipment and a truck under long-term leases
expiring in 2000 and 2002, respectively. The annual rent is approximately $15.

F-55
<PAGE> 112

INDEPENDENT AUDITORS' REPORT

To the Shareholders of
Southbank Courier, Inc.

We have audited the accompanying consolidated balance sheets of Southbank
Courier, Inc. as at December 31, 1994 and 1995, and the related consolidated
statements of operations and retained earnings and of cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Southbank Courier, Inc. as
of December 31, 1994 and 1995, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE

Toronto, Ontario
May 22, 1996

F-56
<PAGE> 113

SOUTHBANK COURIER, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT
Cash........................................................... $ 45 $ -- $ 61
Account receivable (net of allowance for doubtful accounts of
$45, $45 and $45 (unaudited) at December 31, 1994 and 1995
and March 31, 1996, respectively)........................... 260 298 338
Other current assets (Note 2).................................. 17 21 25
---- ---- ----
322 319 424
PROPERTY AND EQUIPMENT -- net (Note 3)........................... 19 24 23
---- ---- ----
$341 $343 $ 447
==== ==== ====
LIABILITIES
CURRENT
Bank indebtedness.............................................. $ -- $ 6 $ --
Accounts payable............................................... 18 10 21
Accrued liabilities............................................ 7 3 5
Income taxes payable........................................... 6 -- --
---- ---- ----
31 19 26
---- ---- ----
COMMITMENTS (Note 5)
SHAREHOLDERS' EQUITY
Common stock; 200 shares authorized, 200 shares outstanding
(Note 4).................................................... 374 374 374
Retained earnings (deficit).................................... (64) (50) 47
---- ---- ----
310 324 421
---- ---- ----
$341 $343 $ 447
==== ==== ====
</TABLE>

See accompanying notes to the consolidated financial statements

F-57
<PAGE> 114

SOUTHBANK COURIER, INC.

CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31 MARCH 31
----------------- -------------
1994 1995 1995 1996
------ ------ ---- ----
<S> <C> <C> <C> <C>
(UNAUDITED)
SALES...................................................... $1,597 $2,006 $477 $576
COST OF SALES.............................................. 739 957 245 259
------ ------ ---- ----
GROSS PROFIT............................................... 858 1,049 232 317
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES................................................. 759 1,002 215 213
DEPRECIATION AND AMORTIZATION.............................. 8 22 1 1
------ ------ ---- ----
OPERATING INCOME........................................... 91 25 16 103
INTEREST EXPENSE........................................... 13 -- -- --
------ ------ ---- ----
INCOME BEFORE INCOME TAXES................................. 78 25 16 103
PROVISION FOR INCOME TAXES................................. 14 11 10 6
------ ------ ---- ----
NET INCOME................................................. 64 14 6 97
(DEFICIT), BEGINNING OF PERIOD............................. (128) (64) (64) (50)
------ ------ ---- ----
RETAINED EARNINGS (DEFICIT), END OF PERIOD................. $ (64) $ (50) $(58) $ 47
====== ====== ==== ====
</TABLE>

See accompanying notes to the consolidated financial statements

F-58
<PAGE> 115

SOUTHBANK COURIER, INC.

STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31 MARCH 31
------------- -------------
1994 1995 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
(UNAUDITED)
OPERATING ACTIVITIES
Net income for the period................................... $ 64 $ 14 $ 6 $ 97
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................ 8 22 1 1
Interest expense converted to common stock............... 13 -- -- --
Loss (gain) on disposal of fixed assets.................. 11 (1) -- --
---- ---- ---- ----
96 35 7 98
Changes non-cash working capital balances
Account receivable -- net................................... (59) (38) (66) (40)
Other current assets........................................ (3) (4) (1) (4)
Accounts payable and accrued liabilities.................... (23) (12) 58 13
Income taxes payable........................................ (2) (6) -- --
---- ---- ---- ----
9 (25) (2) 67
---- ---- ---- ----
FINANCING ACTIVITIES
Long-term debt.............................................. 18 -- -- --
---- ---- ---- ----
INVESTING ACTIVITIES
Acquisition of property and equipment....................... (13) (29) -- --
Proceeds on disposal of property and equipment.............. -- 3 -- --
---- ---- ---- ----
(13) (26) -- --
---- ---- ---- ----
INCREASE (DECREASE) IN CASH POSITION.......................... 14 (51) (2) 67
CASH POSITION, BEGINNING OF PERIOD............................ 31 45 45 (6)
---- ---- ---- ----
CASH POSITION, END OF PERIOD.................................. $ 45 $ (6) $ 43 $ 61
==== ==== ==== ====
CASH POSITION IS COMPRISED OF:
Cash........................................................ $ 45 $ -- $ 43 $ 61
Bank indebtedness........................................... -- (6) -- --
---- ---- ---- ----
$ 45 $ (6) $ 43 $ 61
==== ==== ==== ====
</TABLE>

See accompanying notes to the consolidated financial statements

F-59
<PAGE> 116

SOUTHBANK COURIER, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1995
(IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of Southbank Courier, Inc. include
the accounts of the Company and its wholly-owned subsidiaries Van Man, Inc. and
Flying Pigs, Inc.

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization
is provided at the following rates:

<TABLE>
<S> <C>
Vehicles......................................... 20% diminishing-balance basis
Computers........................................ 20% diminishing-balance basis
Radio equipment.................................. 14% diminishing-balance basis
Furniture & fixtures............................. 14% - 20% diminishing-balance basis
Leasehold Improvements........................... term of lease, straight-line
</TABLE>

Revenue Recognition

Revenue is recognized when the services are rendered to customers.

Accounting Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

2. OTHER CURRENT ASSETS

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Due from employees......................................... $ 4 $10 $ 6
Security deposits.......................................... 8 8 8
Other...................................................... 5 3 11
--- --- ---
$17 $21 $25
=== === ===
</TABLE>

F-60
<PAGE> 117

SOUTHBANK COURIER, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

3. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Vehicles................................................... $ 4 $-- $--
Furniture & fixtures....................................... 3 3 3
Radio equipment............................................ 29 33 33
Computer equipment......................................... 5 27 27
Leasehold improvements..................................... 11 11 11
--- --- ---
52 74 74
Less: Accumulated depreciation and amortization............ 33 50 51
--- --- ---
$19 $24 $23
=== === ===
</TABLE>

4. RELATED PARTY TRANSACTIONS

The companies paid management fees totalling $70, $172, $35 (unaudited),
and $4 (unaudited) to a shareholder during the years ended December 31, 1994 and
1995 and the three months ended March 31, 1995 and 1996, respectively.

5. COMMITMENTS

The Company leases office space under operating lease agreements which
expire in September 1997.

At December 31, 1995, future minimum lease payments for such leases are as
follows:

Rent expense for the years ended December 31, 1994 and 1995 and for the
three months ended March 31, 1995 and 1996 was $58, $64, $16 (unaudited) and $20
(unaudited), respectively.

F-61
<PAGE> 118

INDEPENDENT AUDITORS' REPORT

To the Shareholders of
Seko Enterprises, Inc. and Related Companies

We have audited the combined balance sheets of Seko Enterprises, Inc. and
Related Companies as at December 31, 1994 and 1995 and the combined statements
of income and retained earnings and cash flows for the years then ended. These
combined financial statements are the responsibility of the Companies'
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion

In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of Seko Enterprises, Inc. and Related
Companies as at December 31, 1994 and 1995 and the results of their operations
and the changes in their cash flows for the years then ended in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE

Toronto, Ontario
April 5, 1996

F-62
<PAGE> 119

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

COMBINED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31
----------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT
Accounts receivable (net of allowance for doubtful accounts
of $79; $72; $50 at December 31, 1994 and 1995 and March
31, 1996, respectively).................................. $1,018 $ 981 $ 922
Prepaid and other assets (Note 4)........................... 354 387 341
------ ------ ---------
1,372 1,368 1,263
PROPERTY AND EQUIPMENT -- net (Note 5)........................ 1,791 1,785 1,790
INTANGIBLES -- net (Note 6)................................... 84 311 307
OTHER ASSETS (Note 7)......................................... 13 17 18
------ ------ ---------
$3,260 $3,481 $ 3,378
====== ====== =========
LIABILITIES
CURRENT
Bank indebtedness........................................... $ 3 $ 34 $ 60
Accounts payable and accrued liabilities (Note 8)........... 392 418 394
Due to stockholders......................................... 579 845 698
Current portion of notes payable (Note 9)................... -- 70 70
Current portion of long-term debt (Note 10)................. 9 12 12
------ ------ ---------
983 1,379 1,234
NOTES PAYABLE (Note 10)....................................... -- 93 88
LONG-TERM DEBT (Notes 11)..................................... 1,093 1,082 1,082
------ ------ ---------
2,076 2,554 2,404
------ ------ ---------
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
SHAREHOLDERS' EQUITY
Common stock
Seko -- (No par value; authorized 1,000 shares; issued 200
shares)..................................................
Metro -- (No par value; authorized 1,000 shares; issued 100
shares).................................................. 10 10 10
Attention -- (No par value; authorized 1,000 shares; issued
100 shares)..............................................
National -- (No par value; authorized 1,000 shares; issued
100 shares)..............................................
Additional paid-in capital.................................... 50 70 150
Retained earnings............................................. 1,124 847 814
------ ------ ---------
1,184 927 974
------ ------ ---------
$3,260 $3,481 $ 3,378
====== ====== =========
</TABLE>

See accompanying notes to the combined financial statements

F-63
<PAGE> 120

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31 MARCH 31
---------------- ----------------
1994 1995 1995 1996
------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C>
SALES...................................................... $9,053 $8,489 $2,104 $2,062
COST OF SALES.............................................. 4,838 4,421 1,140 1,111
------ ------ ------ ------
GROSS PROFIT............................................... 4,215 4,068 964 951
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES................................................. 3,825 3,886 897 941
DEPRECIATION AND AMORTIZATION.............................. 196 174 30 38
------ ------ ------ ------
OPERATING INCOME (LOSS).................................... 194 8 37 (28)
------ ------ ------ ------
OTHER (INCOME) EXPENSE
Interest................................................. 129 129 36 38
Other.................................................... (113) (105) (29) (33)
------ ------ ------ ------
16 24 7 5
------ ------ ------ ------
INCOME (LOSS) BEFORE TAXES................................. 178 (16) 30 (33)
INCOME TAXES............................................... 3 11 11 --
------ ------ ------ ------
NET INCOME (LOSS).......................................... 175 (27) 19 (33)
RETAINED EARNINGS, BEGINNING OF PERIOD..................... 949 1,124 1,124 847
DIVIDENDS.................................................. -- 250 -- --
------ ------ ------ ------
RETAINED EARNINGS, END OF PERIOD........................... $1,124 $ 847 $1,143 $ 814
====== ====== ====== ======
</TABLE>

See accompanying notes to the combined financial statements

F-64
<PAGE> 121

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31 MARCH 31
-------------- --------------
1994 1995 1995 1996
----- ----- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss).......................................... $ 175 $ (27) $ 19 $ (33)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Depreciation and amortization........................... 196 174 30 38
Increase in cash value of life insurance................ (2) (4) (1) (1)
Changes in operating assets and liabilities
Accounts receivable, net.............................. (156) 37 41 59
Prepaid and other current assets...................... (12) (33) 36 46
Accounts payable and accrued liabilities.............. (242) 26 7 (24)
Due to stockholders................................... 336 266 (180) (147)
----- ----- ----- -----
Net cash provided in operating activities.................. 295 439 (48) (62)
INVESTING ACTIVITIES
Additions to property and equipment, net................... (86) (158) (7) (39)
Additions to intangibles, net.............................. (35) (237) (57) --
----- ----- ----- -----
Net cash used in investing activities...................... (121) (395) (64) (39)
----- ----- ----- -----
FINANCING ACTIVITIES
Principal payments on long-term debt....................... 3 (8) (2) --
(Redemption) issuance of common stock...................... (1) 20 -- --
Notes payable.............................................. -- 163 77 (5)
Payment of dividends and return of capital................. (49) (250) -- 80
----- ----- ----- -----
Net cash used by financing activities...................... (47) (75) 75 75
----- ----- ----- -----
NET DECREASE (INCREASE) IN BANK INDEBTEDNESS................. 127 (31) (37) (26)
BANK INDEBTEDNESS, BEGINNING OF PERIOD....................... (130) (3) (3) (34)
----- ----- ----- -----
BANK INDEBTEDNESS, END OF PERIOD............................. $ (3) $ (34) $ (40) $ (60)
===== ===== ===== =====
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for
Interest................................................ $ 129 $ 129 $ 36 $ 38
Income taxes............................................ 2 -- -- --
----- ----- ----- -----
$ 131 $ 129 $ 36 $ 38
===== ===== ===== =====
</TABLE>

See accompanying notes to the combined financial statements

F-65
<PAGE> 122

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)

1. BUSINESS AND ORGANIZATION

Seko Enterprises, Inc., Metro Messenger, Inc., Attention Messenger, Inc.
and National Messenger System, Inc. (collectively the "Companies") are engaged
in the courier business primarily in the Chicago metropolitan area. The
Companies provide courier services through the use of independent contractors.

2. PRINCIPLES OF COMBINATION

The Companies are under common control of a single shareholder either
directly or through wholly-owned companies and have been combined due to their
interdependence and form of operations. The combined financial statements
include the accounts of Seko Enterprises, Inc., Metro Messenger, Inc., Attention
Messenger, Inc. and National Messenger System, Inc. after all intercompany
balances have been eliminated.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives of the assets as
indicated in the following table by use of the straight-line and the accelerated
methods used for tax purposes.

<TABLE>
<CAPTION>
YEARS METHOD
------ -------------------------------
<S> <C> <C>
Buildings and improvements................. 31.5 MACRS
Leasehold improvements..................... 5 Straight-line
Computers and programs..................... 5 Straight-line, ACRS, and MACRS
Equipment and fixtures..................... 5-7 Straight-line, ACRS, and MACRS
Vehicles................................... 5 ACRS and MACRS
</TABLE>

Intangibles

Customer lists and covenants not to compete are amortized over 15 years
under the straight-line method.

Income Taxes

Certain of the Companies are S Corporations for income tax purposes and,
accordingly, any income tax liabilities are the responsibility of the respective
stockholders. The Companies have elected to have its stockholders taxed directly
on all income pursuant to Section 1377 of the Internal Revenue Code.
Accordingly, these combined financial statements, do not reflect income taxes
for these S Corporations. Federal and state income taxes have been provided for
C Corporations.

Accounting Estimates

F-66
<PAGE> 123

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

4. PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------------- MARCH 31
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Prepaid insurance................................... $ 46 $ 65 $ 35
Prepaid expenses.................................... 31 49 17
Employee receivables................................ 12 19 16
Deposits............................................ 5 25 22
Income taxes recoverable............................ -- 41 35
Due from shareholder................................ 85 83 84
Other............................................... 175 105 132
------- ------- -------
$ 354 $ 387 $ 341
======= ======= =======
</TABLE>

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------------- MARCH 31
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Land................................................ $ 343 $ 343 $ 343
Buildings and improvements.......................... 1,459 1,459 1,459
Leasehold improvements.............................. 17 17 17
Computers and programs.............................. 829 875 875
Equipment and fixtures.............................. 1,036 1,081 1,097
Vehicles............................................ 278 320 343
------- ------- -------
3,962 4,095 4,134
Less accumulated depreciation....................... (2,171) (2,310) (2,344)
------- ------- -------
$ 1,791 $ 1,785 $ 1,790
======= ======= =======
</TABLE>

6. INTANGIBLES

Intangibles consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------------- MARCH 31
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Goodwill............................................ $ 41 $ 16 $ 16
Customer lists...................................... 98 240 240
Covenants not to compete............................ 117 130 130
------- ------- -------
256 386 386
Less accumulated amortization....................... (172) (75) (79)
------- ------- -------
$ 84 $ 311 $ 307
======= ======= =======
</TABLE>

F-67
<PAGE> 124

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

7. OTHER ASSETS

Other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Cash surrender value of life insurance policy............. $ 13 $ 17 $ 18
=== === ===
</TABLE>

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Accounts payable.......................................... $128 $145 $ 108
Accrued payroll and related benefits and commissions...... 214 167 130
Income taxes payable...................................... 2 -- --
Other accrued liabilities................................. 48 106 156
---- ---- ----
$392 $418 $ 394
==== ==== ====
</TABLE>

9. NOTES PAYABLE

Notes payable consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Notes payable to competitors.............................. $ -- $163 $ 158
Less current portion...................................... -- 70 70
--- ---- ----
$ -- $ 93 $ 88
=== ==== ====
</TABLE>

Certain of the Companies have acquired customer lists from competitors. As
part of the consideration for the acquisition of these assets, the Companies are
committed to pay a percentage of the gross sales derived from these customers of
5.83% to 10%, for terms of 36 months.

F-68
<PAGE> 125

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

10. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31
----------------- MARCH 31
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Mortgage payable to NSK Enterprises, Inc.
No set maturity, interest at 12% monthly payments of
interest only secured by a first charge on
9250 Ivanhoe Street property......................... $ 537 $ 537 $ 537
Mortgage payable,
Maturing June 1, 1995, interest at 10.5%, monthly
payments of principal and interest, secured by a
first charge on
939 W. Lake Street property.......................... 559 -- --
Mortgage payable,
Maturing August 1, 2005, interest at 9%, monthly
payments of principal and interest, secured by a
first charge on
939 W. Lake Street property.......................... -- 555 557
Loan payable,
Maturing May 1, 1996, interest at 3.9%, monthly
payments of principal and interest, secured by
automobile........................................... 6 2 --
------ ------ ------
1,102 1,094 1,094
Less current portion................................... 9 12 12
------ ------ ------
$1,093 $1,082 $ 1,082
====== ====== ======
</TABLE>

At March 31, 1996, the aggregate amounts of principal maturities of
long-term obligations are as follows:

<TABLE>
<CAPTION>
(UNAUDITED)
<S> <C>
1996............................................................. $ 12
1997............................................................. 8
1998............................................................. 9
1999............................................................. 10
2000............................................................. 11
Thereafter....................................................... 1,044
-------
Total............................................................ $ 1,094
=======
</TABLE>

11. COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

The Companies are, from time to time, a party to litigation arising in the
normal course of its business, most of which involve claims for personal injury
and property damage incurred in connection with its operations. Management
believes that none of these actions will have a material adverse effect on the
financial position or results of operations of the Companies.

F-69
<PAGE> 126

SEKO ENTERPRISES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

12. PENSION PLAN

The pension plan covers employees of all of the Companies. Through 1994,
the plan provided pension benefits based on years of service and the employee's
compensation during the five highest consecutive years of participation. The
pension plan benefit formula was amended effective April 1, 1989 to reflect new
provisions of the Tax Reform Act of 1986. These amendments resulted in a
decrease in the future benefits provided. The benefits earned as of April 1,
1989 by existing participants were not reduced; however, in many cases, these
benefits exceed projected benefits under the amended formula. During 1995, the
plan was amended to change the method by which participant benefits are
calculated effective March 31, 1994, with benefits earned subsequently using the
amended formula. The projected benefit obligation correspondingly decreased by
approximately $223 and is being amortized over 19 years. The Companies' funding
policy is to contribute annually an amount greater than the minimum or up to the
maximum amount that can be deducted for federal income tax purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also for those expected to be earned in the future. The
plans assets consist principally of mutual funds.

The following table sets forth the plan's funded status and amounts
recognized in the Companies' balance sheets:

<TABLE>
<CAPTION>
DECEMBER 31
-----------------
1994 1995
------ ------
<S> <C> <C>
Actuarial present value of benefit obligations Accumulated benefit
obligations, including vested benefits of $775 and $26,
respectively..................................................... $ 793 $ 26
====== ======
Projected benefit obligations for service rendered to date......... $1,027 $ 68
Plan assets at fair value.......................................... 1,127 519
------ ------
Plan assets in excess of projected benefit obligation.............. 100 450
Unrecognized net loss from past experience different that
assumed.......................................................... 231 89
Unrecognized prior service cost.................................... -- (212)
Unrecognized net asset as of April 1, 1989, being recognized over
19 years......................................................... (260) (242)
------ ------
Prepaid pension cost included in prepaid and other current
assets........................................................... $ 71 $ 85
====== ======
</TABLE>

Net pension (benefit) cost for the years ended December 31, 1994 and 1995
include the following components:

<TABLE>
<CAPTION>
1994 1995
------ ------
<S> <C> <C>
Service cost -- benefits earned during the year.................... $ 53 $ 56
Interest cost on projected benefit obligation...................... 72 1
Plan assets at fair value.......................................... 7 (29)
Plan assets in excess of projected benefit obligation.............. (117) (42)
------ ------
Net periodic pension (benefit)..................................... $ 15 $ (14)
====== ======
</TABLE>

Assumptions used in the above calculations are as follows:

<TABLE>
<CAPTION>
AS OF MARCH 31,
1994 AND 1995
---------------
<S> <C>
Discount rates................................................ 8.0%
Rates of increase in compensation levels...................... 5.0
Expected long-term rate of return on assets................... 8.0
</TABLE>

The 1994 and 1995 figures include benefits for 19 employees of Metro
Messenger, Inc. and 9 employees of National Messenger System, Inc., whose
employees are covered under the same plan (83 in 1994; 82 in 1995 in total).

F-70
<PAGE> 127

INDEPENDENT AUDITORS' REPORT

To the Shareholder of Seidel Delivery

We have audited the accompanying combined balance sheets of Seidel Delivery
as of December 31, 1994 and 1995, and the related combined statements of income
and retained earnings and of cash flows for the years then ended. The combined
financial statements include the accounts of Seidel Enterprises, Inc. and NOW
Courier, Inc. (collectively "the Companies"), which do business as Seidel
Delivery and are under common ownership by an individual shareholder. These
financial statements are the responsibility of the Companies management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, such combined financial statements present fairly, in all
material respects, the combined financial position of Seidel Delivery as of
December 31, 1994 and 1995, and the results of their operations and their cash
flows for the years then ended in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

Columbus, Ohio
March 22, 1996

F-71
<PAGE> 128

SEIDEL DELIVERY

COMBINED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31
----------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS

CURRENT
Cash and cash equivalents.......................................... $ 18 $ 40 $ 64
Accounts receivable................................................ 196 181 175
Prepaid expenses and other......................................... 41 53 40
---- ---- -----
255 274 279
PROPERTY AND EQUIPMENT -- net (Note 3)............................... 62 50 46
---- ---- -----
$317 $324 $ 325
==== ==== =====

LIABILITIES

CURRENT
Accounts payable
Trade........................................................... $ 28 $ 31 $ 13
Affiliate....................................................... 30 -- --
Shareholder..................................................... -- 5 5
Accrued expenses
Payroll and related expenses.................................... 30 33 17
Other........................................................... 19 18 36
---- ---- -----
107 87 71
---- ---- -----

SHAREHOLDER'S EQUITY

Common stock:
Seidel -- 3,000 shares authorized, 1,660 shares issued and
outstanding, no par value
NOW -- 500 shares authorized, 50 shares issued and outstanding,
no par value................................................... 12 12 12
Retained earnings.................................................. 198 225 242
---- ---- -----
210 237 254
---- ---- -----
$317 $324 $ 325
==== ==== =====
</TABLE>

See accompanying notes to the combined financial statements

F-72
<PAGE> 129

SEIDEL DELIVERY

COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31 MARCH 31
----------------- -------------
1994 1995 1995 1996
------ ------ ---- ----
<S> <C> <C> <C> <C>
(UNAUDITED)
SALES...................................................... $1,929 $1,776 $457 $417
COST OF SALES.............................................. 1,184 1,116 284 263
------ ------ ---- ----
GROSS PROFIT............................................... 745 660 173 154
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES............... 701 628 150 137
DEPRECIATION AND AMORTIZATION.............................. 20 19 5 5
------ ------ ---- ----
OPERATING INCOME........................................... 24 13 18 12
OTHER INCOME............................................... 3 21 5 7
------ ------ ---- ----
INCOME BEFORE PROVISION FOR INCOME TAXES................... 27 34 23 19
PROVISION FOR INCOME TAXES................................. 2 7 1 2
------ ------ ---- ----
NET INCOME................................................. 25 27 22 17
RETAINED EARNINGS, BEGINNING OF PERIOD..................... 173 198 198 225
------ ------ ---- ----
RETAINED EARNINGS, END OF PERIOD........................... $ 198 $ 225 $220 $242
====== ====== ==== ====
</TABLE>

See accompanying notes to the combined financial statements

F-73
<PAGE> 130

SEIDEL DELIVERY

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31 MARCH 31
------------- -------------
1994 1995 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
(UNAUDITED)
OPERATING ACTIVITIES
Net income.................................................. $ 25 $ 27 $ 22 $ 17
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................ 20 19 5 4
Loss on disposal of property and equipment............... 3 -- -- --
Change in operating assets and liabilities:
Accounts receivable.................................... 23 15 12 6
Prepaid expenses and other............................. (7) (12) 12 13
Accounts payable and accrued expenses.................. (44) (20) (32) (16)
---- ---- ---- ----
Net cash provided by operating activities................... 20 29 19 24
INVESTING ACTIVITIES
Capital expenditures for property and equipment............. (9) (7) (5) --
---- ---- ---- ----
NET INCREASE IN CASH AND CASH EQUIVALENTS..................... 11 22 14 24
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD................ 7 18 18 40
---- ---- ---- ----
CASH AND CASH EQUIVALENTS, END OF PERIOD...................... $ 18 $ 40 $ 32 $ 64
==== ==== ==== ====
SUPPLEMENTAL INFORMATION
Cash paid during the period for income taxes................ $ 3 $ 7 $ -- $ --
==== ==== ==== ====
</TABLE>

See accompanying notes to the combined financial statements

F-74
<PAGE> 131

SEIDEL DELIVERY

NOTES TO THE COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The combined financial statements of Seidel Delivery (collectively the
"Companies") include the accounts of Seidel Enterprises, Inc. ("Seidel") and NOW
Courier, Inc. ("NOW") and is engaged in the courier business primarily in
central Ohio, and provide services through the use of independent contractors.

Revenue Recognition -- Revenues are recorded when deliveries are complete.

Nature of Combination -- The Companies are under the common control of a
single shareholder and have been combined due to their interdependence and form
of operations. Seidel is a management company with the sole purpose of providing
management and administrative support to NOW, the operating company. NOW has no
employees and relies on sub-contractors for all labor needs. For combined
financial reporting purposes, all intercompany balances have been eliminated.

Property and Equipment -- Property and equipment are stated at cost.
Depreciation and amortization are provided using the straight-line method over
the estimated useful lives of the related assets as follows:

<TABLE>
<CAPTION>
YEARS
------
<S> <C>
Vehicles............................................ 5
Radio Equipment..................................... 5 - 10
Office furniture and equipment...................... 5
</TABLE>

Income Taxes -- Deferred tax assets and liabilities, if any, are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases using the liability method. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The Companies had no deferred tax assets or liabilities at
December 31, 1994 and 1995 and March 31, 1996.

Cash and Cash Equivalents -- The Company considers all highly liquid debt
instruments with a maturity of three months or less when purchased to be cash
equivalents.

Accounting Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

2. REVENUES FROM SIGNIFICANT CUSTOMERS

Revenues from five customers accounted for approximately 20% of the
Companies' revenues for the years ended December 31, 1994 and 1995 and for the
three months ended March 31, 1995 and 1996.

3. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31
------------- MARCH 31
1994 1995 1996
---- ---- -----------
(UNAUDITED)
<S> <C> <C> <C>
Vehicles................................................. $ 29 $ 29 $ 14
Radio equipment.......................................... 55 57 61
Office furniture and equipment........................... 72 69 71
---- ---- -----
156 155 146
Less: Accumulated depreciation........................... 94 105 100
---- ---- -----
$ 62 $ 50 $ 46
==== ==== =====
</TABLE>

F-75
<PAGE> 132

SEIDEL DELIVERY

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

4. RELATED PARTY TRANSACTIONS

The Companies paid building rent totalling to their shareholder during the
years ended December 31, 1994 and 1995 and the three months ended March 31, 1995
and 1996, totalling $42,000, $37,800, $10,500 (unaudited), and $10,500
(unaudited), respectively.

The Companies paid certain license rental fees totaling $4,000 to a company
wholly-owned by their shareholder during 1994.

5. PENDING TRANSACTION

In March 1996, the shareholder entered into an agreement of intent for the
sale of 100% of the Companies common stock to an unrelated third party.

F-76
<PAGE> 133
================================================================================

NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 6
The Company........................... 11
Use of Proceeds....................... 12
Dividend Policy....................... 12
Capitalization........................ 13
Dilution.............................. 14
Selected Consolidated Financial
Data................................ 15
Pro Forma Financial Information....... 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 22
Business.............................. 28
Management............................ 38
Certain Transactions.................. 44
Principal Stockholders................ 46
Description of Capital Stock.......... 47
Shares Eligible For Future Sale....... 50
Underwriting.......................... 52
Legal Matters......................... 53
Experts............................... 53
Additional Information................ 54
Index to Financial Statements......... F-1
</TABLE>

---------------------

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES OFFERED HEREBY,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

================================================================================

3,100,000 SHARES

[DYNAMEX LOGO]

COMMON STOCK

------------------------------

PROSPECTUS

, 1996

------------------------------

WILLIAM BLAIR & COMPANY

HOAK SECURITIES CORP.

================================================================================
<PAGE> 134

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amount shown are estimates
except the Securities and Exchange Commission registration and NASD filing fees.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....................... $ 14,752
NASD filing fee........................................................... 4,778
Nasdaq National Market listing fee........................................ *
Legal fees and expenses................................................... *
Accounting fees and expenses.............................................. *
Printing and engraving expenses........................................... *
Transfer agent and registrar fees and expenses............................ *
Blue Sky fees and expenses................................................ *
Miscellaneous expenses.................................................... *
--------
Total........................................................... $800,000
========
</TABLE>

- ---------------

* To be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Restated Certificate of Incorporation eliminates to the
fullest extent permissible under the General Corporation Law of Delaware the
liability of directors to the Company and the stockholders for monetary damages
for breach of fiduciary duty as a director. This provision does not eliminate
liability (a) for any breach of a director's duty of loyalty to the Company or
its stockholders; (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (c) in connection with
payment of any illegal dividend or illegal stock repurchase; or (d) for any
transaction from which the director derives an improper personal benefit. In
addition, these provisions do not apply to equitable remedies such as injunctive
relief.

The Company's Bylaws provide that the Company shall indemnify each of its
directors and officers, acting in such capacity, so long as such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company. Such indemnification may be made only upon
a determination that such indemnification is proper in the circumstances because
the person to be indemnified has met the applicable standard of conduct to
permit indemnification under the law. The Company is also required to advance to
such persons payment for their expenses incurred in defending a proceeding to
which indemnification might apply, provided the recipient provides an
undertaking agreeing to repay all such advanced amounts if it is ultimately
determined that he is not entitled to be indemnified.

The Company also maintains a directors' and officers' liability insurance
policy insuring directors and officers of the Company for up to $5.0 million of
covered losses as defined in the policy. Reference is also made to the
indemnification and contribution provisions of the Underwriting Agreement filed
as an exhibit to this Registration Statement. The Company has entered into
Indemnification Agreements with each of its directors and certain of its
officers contractually requiring the Company to provide such indemnification to
the extent permitted by applicable law.

Pursuant to the Underwriting Agreement to be entered among the Company and
the Underwriters, officers and directors of the Company are indemnified for
certain liabilities, including liabilities incurred under the Securities Act of
1933, as amended.

II-1
<PAGE> 135

ITEM 15. RECENT SALE OF UNREGISTERED SECURITIES

Since August 1, 1992, the Company has sold or issued the following
unregistered securities:

1. On November 16, 1993, (i) the Company declared a 17.2542-to-1 stock
dividend on the shares of Common Stock outstanding as of such date; (ii)
the Company issued to George M. Siegel 30,912 shares of Common Stock at a
purchase price of $3.24 per share, which purchase price was payable by Mr.
Siegel pursuant to a promissory note issued by Mr. Siegel to the Company on
such date; (iii) the Company issued to Cypress 1,236,096 shares of the
Company's convertible preferred stock and 309,024 shares of the Company's
Common Stock at a purchase price of $3.24 per share, which purchase price
was paid in cash by Cypress; and (iv) the Company issued to McFarland,
Grossman & Co. ("MGC") 5,000 shares of Common Stock at a purchase price of
$3.24 per share, which purchase price was paid in cash by MGC.

2. On May 31, 1995, at a purchase price of $4.25 per share (i) Cypress
converted its shares of convertible preferred stock and the dividends and
interest accrued thereon into Common Stock; (ii) the Company issued to
Cypress 294,116 shares of Common Stock, which purchase price was paid in
cash by Cypress; (ii) the Company issued to Preferred Risk Life Insurance
Company 147,056 shares and Preferred Risk Mutual Insurance Company
purchased 147,060 shares of Common Stock, which purchase prices were paid
in cash by such entities; and (iii) George M. Siegel purchased 20,000
shares of Common Stock, which purchase price was payable by Mr. Siegel
pursuant to a promissory note issued by Mr. Siegel to the Company on such
date.

3. On December 28, 1995, the Company issued and delivered
approximately $1.8 million of Bridge Notes to James M. Hoak, approximately
$1.0 of Bridge Notes to Cypress, and approximately $1.8 of Bridge Notes to
various limited partners of Cypress and affiliates of its general partner
in exchange for cash in the corresponding amounts. The holders of the
Bridge Notes received the Bridge Warrants which enable the holders to
purchase an aggregate of 1,080,000 shares of Common Stock at a price of
$.025 per share, which number of shares shall be reduced to 540,000 in the
event that the Company has redeemed the Bridge Notes by June 30, 1996,
which such date shall be extended to a date no later than December 31, 1996
if the Company is actively engaged in the initial public offering process
during such time.

5. As partial consideration for consummation of the Acquisitions, the
Company will issue and aggregate of 126,170 shares of Common Stock
(assuming an initial public offering price of $11.00) to the stockholders
of the Acquired Companies.

6. Between August 1, 1992 and April 30, 1996, the Company granted
options to approximately six persons or entities, as the case may be, to
purchase an aggregate of 226,384 shares of the Company's Common Stock
pursuant to the Option Plan for purchase prices ranging from $12.75 to
$17.00 per share. Options to purchase 17,000 shares have expired. In
connection with the Offering, the Company intends to grant options to 13
persons to purchase an aggregate of 259,000 shares of the Company's Common
Stock pursuant to the Option Plan at the initial public offering price.

In issuing such securities, the Company relied on the exemption from the
registration and prospectus delivery requirements of the Securities Act provided
by Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

II-2
<PAGE> 136

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<C> <S>
2.2 -- Share Purchase Agreement, by and among Dynamex Inc., Zipper
Transportation Services Ltd., KHB & Associates Ltd, Kenneth Bishop
and Bruce Bishop, dated June 3, 1996.
2.3 -- Stock Purchase Agreement, by and among Dynamex Inc., NSK Enterprises,
Inc., Seko Enterprises, Inc., YS Corporation d/b/a Metro Messenger
Service Inc., Attention Messenger Service of Illinois, Inc., Dynamex
Inc., Norman Koppel and Joe Garcia, dated June 3, 1996.
2.4 -- Stock Purchase Agreement, by and among Dynamex Inc., Express-It
Acquisition Corp., Express-It Inc., Barry J. Steingard and William
Castor, dated June 3, 1996.
2.5 -- Agreement and Plan of Merger, by and among Dynamex Inc., SEI
Acquisition Corp., NCI Acquisition Corp., Seidel Enterprises, Inc,
Now Courier, Inc. and Edward F. Seidel, Jr., dated June 3, 1996.
3.1 -- Restated Certificate of Incorporation of Dynamex Inc.
3.2 -- Bylaws, as amended and restated, of Dynamex Inc.
4.1* -- Rights Agreement between Dynamex Inc. and Harris Trust and Savings
Bank, dated , 1996.
5.1 -- Opinion of Crouch & Hallett, L.L.P.
10.1* -- Employment Agreement of Richard K. McClelland.
10.2 -- Consulting Agreement of George M. Siegel.
10.3 -- Dynamex Inc. 1996 Stock Option Plan.
10.4 -- Marketing and Transportation Services Agreement, between Purolator
Courier Ltd. and Parcelway Courier Systems Canada Ltd., dated
November 20, 1995.
10.5 -- Form of Indemnification and Hold Harmless Agreements with Executive
Officers and Directors.
10.6 -- Registration Rights Agreement by and among Dynamex Inc., Cypress,
McFarland Grossman & Co. and George M. Siegel, dated November 16,
1993, as amended by that Amendment No. 1 to Registration Rights
Agreement, dated May 31, 1995.
10.7 -- Registration Rights Agreement, by and among Dynamex Inc., Preferred
Risk Mutual Insurance Company, Preferred Life Insurance Company and
Richard K. McClelland, dated May 31, 1995.
10.8 -- Credit Agreement by and among the Company and NationsBank of Texas,
N.A., as agent for the lenders named therein, dated December 15,
1995.
10.9 -- Subordinated Renewal Promissory Note, payable by Dynamex Inc. to Air
Canada, in the original principal amount of Cdn $3,225,000, dated
December 28, 1995.
10.10 -- Form of Junior Subordinated Debenture, payable by Dynamex Inc., dated
December 28, 1995.
10.11 -- Form of Dynamex Inc. Common Stock Purchase Warrant, dated December
28, 1995.
10.12 -- Asset Purchase Agreement by and among Dynamex Operations East, Inc.,
Dynamex Operations West, Inc., Parcelway Courier Systems Canada Ltd.,
Mayne Nickless Incorporated, Mayne Nickless Canada Inc., Mayne
Nickless Courier Systems, Inc., Mayne Nickless Messenger Services,
Inc. and Mayne Nickless Transport Inc., dated December 29, 1995.
10.13 -- Asset Purchase Agreement by and among Parcelway Courier Systems
Canada Ltd. and Air Canada, dated May 31, 1995.
</TABLE>

II-3
<PAGE> 137

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<C> <S>
11.1 -- Statement re computation of earnings per share.
21.1 -- Subsidiaries of the Registrant.
23.1 -- Independent Auditors' Consent of Deloitte & Touche.
23.2 -- Independent Auditors' Consent of Deloitte & Touche LLP.
23.3 -- Independent Auditors' Consent of Price Waterhouse.
23.4 -- Consent of Crouch & Hallett, L.L.P. (included in Exhibit 5.1).
23.5 -- Consent of Kenneth Bishop as Nominee Director of Dynamex Inc.
23.6 -- Consent of E. T. Whalen as Nominee Director of Dynamex Inc.
24.1 -- Power of Attorney (included on page II-5).
</TABLE>

- ---------------

* To be filed by amendment

(b) Financial Schedules and Reports of Independent Auditors are as follows:

All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising from the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-4
<PAGE> 138

SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
the 5th day of June, 1996.

DYNAMEX INC.

By: /s/ ROBERT P. CAPPS
--------------------------
Robert P. Capps, Vice
President-Finance
and Corporate Development

POWER OF ATTORNEY

We, the undersigned officers and directors of Dynamex Inc. hereby severally
constitute and appoint Richard K. McClelland and Robert P. Capps, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them singly, to sign for us in our names in the capacities indicated below, all
pre-effective and post-effective amendments to this Registration Statement,
including any filings pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and generally to do all things in our names and on our behalf in
such capacities to enable Dynamex Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the 5th day of June, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ RICHARD K. McCLELLAND President, Chief Executive Officer and
- --------------------------------------------- Chairman of the Board (Principal Executive
Richard K. McClelland Officer)

/s/ ROBERT P. CAPPS Vice President-Finance and Corporate
- --------------------------------------------- Development (Principal Financial Officer)
Robert P. Capps

/s/ MARTIN A. PICCOLO Controller and Secretary (Principal
- --------------------------------------------- Accounting Officer)
Martin A. Piccolo

/s/ JAMES M. HOAK Director
- ---------------------------------------------
James M. Hoak

/s/ WAYNE KERN Director
- ---------------------------------------------
Wayne Kern

/s/ STEPHEN P. SMILEY Director
- ---------------------------------------------
Stephen P. Smiley

/s/ BRIAN J. HUGHES Director
- ---------------------------------------------
Brian J. Hughes
</TABLE>

II-5
<PAGE> 139

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<C> <S>
1.1* -- Form of Underwriting Agreement.
2.1* -- Share Purchase Agreement, by and among Dynamex Inc., Action Delivery
and Messenger Service Limited and Nancy Smithers, dated .
2.2 -- Share Purchase Agreement, by and among Dynamex Inc., Zipper
Transportation Services Ltd., KHB & Associates Ltd, Kenneth Bishop
and Bruce Bishop, dated June 3, 1996.
2.3 -- Stock Purchase Agreement, by and among Dynamex Inc., NSK Enterprises,
Inc., Seko Enterprises, Inc., YS Corporation d/b/a Metro Messenger
Service Inc., Attention Messenger Service of Illinois, Inc., Dynamex
Inc., Norman Koppel and Joe Garcia, dated June 3, 1996.
2.4 -- Stock Purchase Agreement, by and among Dynamex Inc., Express-It
Acquisition Corp., Express-It Inc., Barry J. Steingard and William
Castor, dated June 3, 1996.
2.5 -- Agreement and Plan of Merger, by and among Dynamex Inc., SEI
Acquisition Corp., NCI Acquisition Corp., Seidel Enterprises, Inc,
Now Courier, Inc. and Edward F. Seidel, Jr., dated June 3, 1996.
3.1 -- Restated Certificate of Incorporation of Dynamex Inc.
3.2 -- Bylaws, as amended and restated, of Dynamex Inc.
4.1* -- Rights Agreement between Dynamex Inc. and Harris Trust and Savings
Bank, dated , 1996.
5.1 -- Opinion of Crouch & Hallett, L.L.P.
10.1* -- Employment Agreement of Richard K. McClelland.
10.2 -- Consulting Agreement of George M. Siegel.
10.3 -- Dynamex Inc. 1996 Stock Option Plan.
10.4 -- Marketing and Transportation Services Agreement, between Purolator
Courier Ltd. and Parcelway Courier Systems Canada Ltd., dated
November 20, 1995.
10.5 -- Form of Indemnification and Hold Harmless Agreements with Executive
Officers and Directors.
10.6 -- Registration Rights Agreement by and among Dynamex Inc., Cypress,
McFarland Grossman & Co. and George M. Siegel, dated November 16,
1993, as amended by that Amendment No. 1 to Registration Rights
Agreement, dated May 31, 1995.
10.7 -- Registration Rights Agreement, by and among Dynamex Inc., Preferred
Risk Mutual Insurance Company, Preferred Life Insurance Company and
Richard K. McClelland, dated May 31, 1995.
10.8 -- Credit Agreement by and among the Company and NationsBank of Texas,
N.A., as agent for the lenders named therein, dated December 15,
1995.
10.9 -- Subordinated Renewal Promissory Note, payable by Dynamex Inc. to Air
Canada, in the original principal amount of Cdn $3,225,000, dated
December 28, 1995.
10.10 -- Form of Junior Subordinated Debenture, payable by Dynamex Inc., dated
December 28, 1995.
10.11 -- Form of Dynamex Inc. Common Stock Purchase Warrant, dated December
28, 1995.
</TABLE>
<PAGE> 140

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<C> <S>
10.12 -- Asset Purchase Agreement by and among Dynamex Operations East, Inc.,
Dynamex Operations West, Inc., Parcelway Courier Systems Canada Ltd.,
Mayne Nickless Incorporated, Mayne Nickless Canada Inc., Mayne
Nickless Courier Systems, Inc., Mayne Nickless Messenger Services,
Inc. and Mayne Nickless Transport Inc., dated December 29, 1995.
10.13 -- Asset Purchase Agreement by and among Parcelway Courier Systems
Canada Ltd. and Air Canada, dated May 31, 1995.
11.1 -- Statement re computation of earnings per share.
21.1 -- Subsidiaries of the Registrant.
23.1 -- Independent Auditors' Consent of Deloitte & Touche.
23.2 -- Independent Auditors' Consent of Deloitte & Touche LLP.
23.3 -- Independent Auditors' Consent of Price Waterhouse.
23.4 -- Consent of Crouch & Hallett, L.L.P. (included in Exhibit 5.1).
23.5 -- Consent of Ken Bishop as Nominee Director of Dynamex Inc.
23.6 -- Consent of E. T. Whalen as Nominee Director of Dynamex Inc.
24.1 -- Power of Attorney (included on page II-5).
27.1 -- Financial Data Schedule.
</TABLE>

- ---------------

* To be filed by amendment

<PAGE> 1
EXHIBIT 2.2

DYNAMEX INC.

PURCHASE OF SHARES

ZIPPER TRANSPORTATION SERVICES LTD.

AND

K.H.B. & ASSOCIATES LTD.

FROM

KENNETH H. BISHOP AND BRUCE W. BISHOP

- --------------------------------------------------------------------------------

SHARE PURCHASE AGREEMENT

- --------------------------------------------------------------------------------

June 3, 1996

SMITH LYONS
<PAGE> 2

I N D E X

<TABLE>
<CAPTION>
Page
<S> <C>
PARTIES 1

RECITALS 2

ARTICLE ONE - DEFINITIONS

Section 1.01 Definitions 2
Section 1.02 Schedules 6

ARTICLE TWO - PURCHASE AND SALE OF SHARES

Section 2.01 Agreement to Purchase 6
Section 2.02 Investigation 6
Section 2.03 Documents and Data 7
Section 2.04 Announcements 7

ARTICLE THREE - PURCHASE PRICE

Section 3.01 Amount of Purchase Price 7
Section 3.02 Payment of Purchase Price 8
Section 3.03 Purchase Price Adjustment 8

ARTICLE FOUR - CLOSING ARRANGEMENTS

Section 4.01 Closing 8
Section 4.02 Closing Procedures 9
Section 4.03 Termination of Agreement 10

ARTICLE FIVE - CONDITIONS OF CLOSING

Section 5.01 Conditions for the Purchaser's Benefit 10
Section 5.02 Conditions for the Vendors' Benefit 13

ARTICLE SIX - REPRESENTATIONS, WARRANTIES AND INDEMNITIES

Section 6.01 Representations and Warranties of K. Bishop 14
Section 6.02 Representations and Warranties of B. Bishop 24
Section 6.03 Representations and Warranties of the Purchaser 24
Section 6.04 Indemnification 25
Section 6.05 Non-Merger 27
</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE SEVEN - DYNAMEX OFFERING

Section 7.01 Resale Registration 27
Section 7.02 Lock Up Agreement 28
Section 7.03 Indemnification with respect to Securities Laws 29
Section 7.04 Management Co-operation 29
Section 7.05 Material Change 29

ARTICLE EIGHT - ADDITIONAL COVENANTS OF THE PARTIES

Section 8.01 Continuity of Senior Personnel 30
Section 8.02 Continuity of Customers and Suppliers 30
Section 8.03 Interim Period 30
Section 8.04 1995 Tax Returns 30

ARTICLE NINE - GENERAL

Section 9.01 Interpretation 30
Section 9.02 Further Assurances 31
Section 9.03 Entire Agreement 31
Section 9.04 Invalidity of Provisions 31
Section 9.05 Applicable Law 31
Section 9.06 Notices 31
Section 9.07 Successors and Assigns 32
Section 9.08 Assignment by Dynamex 32
Section 9.09 Remedies Cumulative 33
Section 9.10 Counterparts 33

EXECUTION 33
</TABLE>

2.
<PAGE> 4

THIS AGREEMENT made as of the 3rd day of June, 1996.

B E T W E E N:

KENNETH H. BISHOP, of the City of
Winnipeg, Province of Manitoba

(hereinafter referred to as "K. Bishop")

OF THE FIRST PART

- and -

BRUCE W. BISHOP, of the City of
Winnipeg, Province of Manitoba

(hereinafter referred to as "B. Bishop")

OF THE SECOND PART

(the said K. Bishop and B. Bishop
hereinafter referred to collectively as
the "Vendors")

- and -

DYNAMEX INC., a corporation
incorporated under the laws of the
State of Delaware

(hereinafter referred to as the
"Purchaser")

OF THE THIRD PART

- and -
<PAGE> 5
2.

ZIPPER TRANSPORTATION SERVICES LTD., a
corporation incorporated under the laws
of Manitoba

(hereinafter referred to as "Zipper")

OF THE FOURTH PART

- and -

K.H.B. & ASSOCIATES LTD., a corporation
incorporated under the laws of Manitoba

(hereinafter referred to as "K.H.B.")

OF THE FIFTH PART

WHEREAS K. Bishop is the registered and beneficial owner of
1,000,000 Common Shares; 484,250 Class A Preference Shares; and 815,750 Class B
Preference Shares of K.H.B.;

AND WHEREAS B. Bishop is the registered and beneficial owner
of 119,000 Class C Preference Shares of Zipper;

AND WHEREAS K.H.B. is the registered and beneficial owner of
1,000,000 Common Shares in the capital Stock of Zipper, being all of the issued
and outstanding shares of Zipper;

AND WHEREAS the Vendors wish to sell and the Purchaser wishes
to purchase directly or indirectly all of the issued and outstanding shares of
Zipper.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration
of the premises and the covenants and agreements herein contained, the parties
hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01 Definitions: In this Agreement, the recitals and the Schedules
and in any amendments hereto, unless the context otherwise requires or unless
otherwise defined in any such Schedule or amendment, the following words and
phrases shall have the meanings set forth after them:
<PAGE> 6
3.

(a) "Affiliate" and "Associate" have the meanings ascribed thereto
in The Corporations Act (Manitoba);

(b) "Agreement" means this agreement and all Schedules and all
instruments supplemental hereto or in amendment or
confirmation hereof, and "hereof", "hereto", "hereunder" and
similar expressions, mean and refer to this Agreement as a
whole and not to any particular Article or section or
subsection, and "Article" or "section" or "subsection" or
"paragraph" mean and refer to the specified Article or section
or subsection or paragraph of this Agreement;

(c) "Assets" means the undertaking and all property, assets and
rights of Zipper of every kind and description and wheresoever
situated, including without limitation, all goodwill,
know-how, Intellectual Property, customer lists, supplier
lists, all machinery, equipment, furnishings, and the Leased
Property;

(d) "Auditors" means Deloitte & Touche, Winnipeg, Manitoba;

(e) "Business" means the business of ground courier messenger
services carried on by Zipper, and the ancillary businesses of
(i) a postal outlet and packaging operation in Winnipeg under
the name Zip-Pak-N-Fly and the franchising of two businesses
in Regina and Saskatoon;

(f) "Business Day" means any day other than Saturday, Sunday and
statutory holidays in the Province of Ontario or the Province
of Manitoba;

(g) "Claims" has the meaning ascribed thereto in section 6.04
hereof;

(h) "Closing" means the closing of the purchase and sale of the
Purchased Shares as contemplated hereunder;

(i) "Closing Date" means:

(i) the date of closing of the Offering; or

(ii) such other date as may be agreed to in writing by the
parties hereto.

(j) "Contract" means any agreement, obligation, license, joint
venture agreement, contract, understanding, commitment,
engagement, indenture or instrument to which either Zipper or
K.H.B. is a party or by which any one or more of them is
bound, whether written or oral, including, without limitation,
all uncompleted orders from customers;

(k) "Dynamex Shares" means the common shares of the Purchaser to
be issued to the Vendors as partial payment of the Purchase
Price;
<PAGE> 7
4.

(l) "Employees" means the employees of Zipper employed on the date
of this Agreement or, as the case may be, on the Closing Date
including those on pregnancy or sick leave, temporary lay-off
or short term or long term disability; but does not mean
independent driver-contractors employed by Zipper in
connection with the Business;

(m) "Intellectual Property" means patents, patent applications,
inventions, designs, registered designs, applications to
register designs, registered and unregistered copyright and
applications to register copyright, trade secrets,
confidential information, know-how, trade names, registered
and unregistered trade marks and applications to register
trade marks, personality rights, goodwill and other
proprietary rights, throughout the world;

(n) "Interim Period" means the period commencing on January 1,
1996 and terminating on the Closing Date;

(o) "K.H.B. & Associates Ltd. Consolidated Financial Statements"
means the consolidated financial statements of K.H.B. and
Zipper for the twelve-month period ended on December 31st,
1995, prepared at the expense of the Purchaser and in
accordance with generally accepted accounting principles
applied on a basis consistent with the previous fiscal period,
consisting of a balance sheet as at such date, and statements
of earnings and retained earnings and of changes in financial
position for such period, together with notes thereto as at
such date including therein full particulars of all contingent
liabilities considered material and the report of the Auditors
thereon;

(p) "K.H.B. Purchased Shares" means 1,000,000 Common Shares;
484,250 Class A Preference Shares; and 815,750 Class B
Preference Shares of K.H.B.;

(q) "Leased Property" means all of the lands and buildings leased
by Zipper and used to carry on the Business including, without
limitation, the leased real property listed in Schedule "I"
hereto;

(r) "Net Funded Indebtedness of Zipper" means all indebtedness of
Zipper for borrowed money outstanding as at the Closing Date,
including amounts outstanding under bank credit lines and term
loans (but not including outstanding capital lease
obligations), less the balance of the employee housing loan
outstanding immediately prior to the payment of the
pre-closing dividend pursuant to Section 5.01(l) of this
Agreement;

(s) "Offering" means the initial public offering of securities of
the Purchaser pursuant to a Registration Statement on Form S-1
filed with the United States Securities and Exchange
Commission;
<PAGE> 8
5.

(t) "Person" means an individual, corporation, partnership, trust,
trustee or any unincorporated organization, and words
importing persons have a similar meaning;

(u) "Purchase Price" means the aggregate purchase price set forth
in Section 3.01;

(v) "Purchased Shares" means the K.H.B. Purchased Shares and
119,000 Class C Preference Shares of Zipper;

(w) "Purchaser's Counsel" means Smith Lyons of Toronto, Ontario;

(x) "Purchaser's Counsel's Closing Opinion" means an opinion of
Purchaser's Counsel addressed to the Vendors and in form
reasonably satisfactory to Vendors' Counsel;

(y) "Schedules" means the schedules attached to and forming part
of this Agreement;

(z) "Shares" means all of the issued and outstanding shares in the
capital of K.H.B. and in the capital of Zipper;

(aa) "Subsidiary" means any subsidiary within the meaning of The
Corporations Act (Manitoba); and Subsidiaries means all of the
foregoing;

(bb) "Taxes" means any taxes, levies, imposts, duties, or
governmental fees including, without limitation, income,
capital, transfer, business, property, excise, sales and use
taxes and any interest or penalties thereon or in respect
thereof;

(cc) "Underwriters" means William Blair & Co.;

(dd) "Vendors' Counsel" means Chapman Goddard Kagan of Winnipeg,
Manitoba;

(ee) "Vendors' Counsel's Closing Opinion" means an opinion of
Vendors' Counsel addressed to the Purchaser and in form
reasonably satisfactory to Purchaser's Counsel; and

(ff) "Working Capital of Zipper" means the current assets of Zipper
as at the Closing Date, other than outstanding advances to K.
Bishop and the outstanding portion of any employee housing
loans as discharged by payment of the pre-closing dividend
pursuant to Section 5.01(l) of this Agreement, from which
shall be deducted current liabilities, other than Net Funded
Indebtedness of Zipper and other than the outstanding portion
of capital lease obligations as at the relevant date.
<PAGE> 9
6.

Section 1.02 Schedules: The following are the Schedules attached to and
forming part of this Agreement:

<TABLE>
<S> <C>
Schedule A1, A2 - Non-Competition Agreements
Schedule B1, B2 - Employment Agreements
Schedule C - Capital Structure
Schedule D - Shareholders Agreements
Schedule E - Non-Arm's Length Agreements
Schedule F - Material Contracts
Schedule G - Consents
Schedule H - Encumbrances
Schedule I - Real Property Leases
Schedule J - Litigation
Schedule K - Employment Matters
Schedule L - Intellectual Property
Schedule M - Licences and Permits
Schedule N - Guarantees
Schedule O - Bank Accounts
</TABLE>

ARTICLE TWO

PURCHASE AND SALE OF SHARES

Section 2.01 Agreement to Purchase: Subject to the terms and conditions of
this Agreement and in reliance on the representations and warranties contained
herein the Vendors shall sell and the Purchaser shall purchase the Purchased
Shares on the Closing Date.

Section 2.02 Investigation:

(a) Until the Closing Date, the Purchaser and its solicitors,
accountants, appraisers and other advisers shall during
business hours have reasonable access to the premises, books,
and other records and data of Zipper and K.H.B.;

(b) Until the Closing Date, there shall be made available to the
Purchaser such documents and data whether in hard copy or
machine readable form as the Purchaser may reasonably request
relating to the Business and the Assets;

(c) The Purchaser shall hold and shall cause to be held in
confidence all information obtained from the Vendors, Zipper
and K.H.B. both before and after the date hereof in connection
with the transactions contemplated by this Agreement; and if
for any reason the parties hereto do not complete the
transaction contemplated by this Agreement, the Purchaser
shall forthwith return to the Vendors all copies of any
information, documents and data delivered in connection with
the transactions contemplated by this Agreement, continue to
hold such information in confidence and refrain from using
such information to its advantage.
<PAGE> 10
7.

(d) The obligation of the Purchaser contained in paragraph (c)
above shall not apply to information provided by the Purchaser
to regulatory authorities, information which is in the public
domain, information which is otherwise known to the Purchaser,
information which is disclosed to the Purchaser by a Person
(other than any employee, agent or representative of the
Purchaser) who did not come into possession of the information
by improper or unlawful means or information the disclosure of
which is required by law or a court of competent jurisdiction.

Section 2.03 Documents and Data: On the Closing Date, the Vendors shall
deliver to the Purchaser, at the offices of Zipper all documents, or copies
thereof, and other data, technical or otherwise, owned by Zipper and K.H.B.
that relate to the Business, Zipper or K.H.B. and which are in the possession
of the Vendors or their solicitors, accountants, appraisers and other advisers.
Originals of all current articles of incorporation or amalgamation or similar
documents, by-laws and resolutions of directors, executive or other committees
of directors or shareholders, minutes or other records of meetings of
directors, executive or other committees of directors or shareholders and share
ledgers, registers or similar documents and corporate seals shall be delivered
to the Purchaser on the Closing Date. The Vendors shall not retain any such
documents or other records or copies thereof whether in hard copy or machine
readable form.

Section 2.04 Announcements: All public announcements about the transactions
provided for herein or contemplated hereby, or about the termination of this
Agreement prior to the Closing Date for any reason, shall be approved as to
form, content and timing by the Vendors and the Purchaser.

ARTICLE THREE

PURCHASE PRICE

Section 3.01 Amount of Purchase Price: The aggregate purchase price
payable by the Purchaser for the Purchased Shares (the "Purchase Price") shall
be the sum of Three Million One Hundred and Nineteen Thousand Dollars
($3,119,000.00), allocated as follows between the Vendors:

(a) for the K.H.B. Purchased Shares, the sum of Two Million Nine
Hundred and Ninety-five Thousand, Four Hundred and Eleven
Dollars ($2,995,411.00); and

(b) for the 119,000 Class C Preference Shares of Zipper, the sum
of One Hundred and Twenty-three Thousand Five Hundred and
Eighty-nine Dollars ($123,589.00)
<PAGE> 11
8.

Section 3.02 Payment of Purchase Price: The Purchaser shall pay and
satisfy the Purchase Price as follows:

(a) the sum of $2,495,200.00, payable to the Vendors or to their
order by way of certified cheque, bank draft or wire transfer
in the following amounts:

K. Bishop - $2,371,611.00

B. Bishop - $ 123,589.00

(b) by the issuance of the Dynamex Shares for an aggregate share
price (calculated as at the closing of the Offering), equal to
$623,800.00, so as to provide K. Bishop with Dynamex Shares
having an aggregate value in the amount of $623,800.00

Section 3.03 Purchase Price Adjustment: To the extent that

(i) the Net Funded Indebtedness of Zipper as at the Closing Date
exceeds or is less than $445,000; and

(ii) the Working Capital of Zipper as at the Closing Date exceeds
or is less than the sum of $550,000;

the cash portion of the purchase price payable to K. Bishop referred to in
Section 3.02(a) above shall be either increased or reduced by the amount of
such surplus or deficiency. Unless otherwise agreed to by the Purchaser and
the Vendors, the determination of such surplus or deficiency shall be made by
the Auditors, whose determination shall be binding on the parties hereto but
whose determination shall be consistent with the terms of this Agreement and
the accounting policies applied and reflected in the K.H.B. & Associates Ltd.
Consolidated Financial Statements. If the existence of such surplus or
deficiency cannot be determined as at the Closing Date, the Auditors shall have
thirty days from the Closing Date to determine whether or not such surplus or
deficiency exists, and upon written notice from the Auditors to all the parties
hereto that such surplus or deficiency exists, the Purchaser shall forthwith
pay the amount of such surplus to K. Bishop in a proportionate basis or
alternatively, K. Bishop shall forthwith reimburse to the Purchaser the amount
of such deficiency on a proportionate basis.

ARTICLE FOUR

CLOSING ARRANGEMENTS

Section 4.01 Closing: The closing of the transactions contemplated hereby
shall take place on the Closing Date at the offices of the Vendors' Counsel,
1864 Portage Avenue, Winnipeg, Manitoba, R3J 0H2 or at such other place or time
as may be approved by the Vendors and the Purchaser.
<PAGE> 12
9.

Section 4.02 Closing Procedures: At or before the Closing on the Closing
Date, the parties shall take or cause to be taken all actions, steps and
corporate proceedings necessary or desirable to validly and effectively approve
or authorize the completion of the transactions contemplated hereby. Upon
fulfilment of all the conditions set out in Section 5.01 that have not been
waived in writing as therein provided, the Vendors shall deliver to the
Purchaser:

(a) certificates representing the Purchased Shares duly endorsed
in blank for transfer;

(b) the releases and resignations referred to in Section 5.01(f);

(d) the consents referred to in Section 5.01(i), other than the
Canada Post contracts referred to therein;

(e) the employment contracts provided for in Section 5.01(k);

(f) Vendors' Counsel's Closing Opinion, confirming the matters set
forth in Section 6.01(a) and (b), and such other matters as
may be reasonably requested by Purchaser's Counsel, in a form
reasonably satisfactory to Purchaser's Counsel;

(g) any directions from the Vendors contemplated by Section
3.02(a); and

(h) all other assurances, transfers, assignments, consents,
certificates and all such other documents Purchaser's Counsel
considers reasonably necessary or desirable to validly and
effectively complete the consummation of the transactions
contemplated hereby.

Upon fulfillment of all the conditions set out in Section 5.02 that have not
been waived in writing as therein provided, the Purchaser shall deliver to the
Vendors;

(a) the payments contemplated by Section 3.02(a);

(b) certificates representing the Dynamex Shares, in the name of
K. Bishop or to his order;

(c) Purchaser's Counsel's Closing Opinion confirming the matters
set forth in Section 6.02(a) and (b), and such other matters
as may be reasonably requested by Vendors' Counsel, in a form
reasonably satisfactory to Vendors' Counsel; and

(d) all other assurances, transfers, assignments, consents,
certificates and all such other documents Vendors' Counsel
considers reasonably necessary or desirable to validly and
effectively complete the consummation of the transactions
contemplated hereby.
<PAGE> 13
10.

Section 4.03 Termination of Agreement: Notwithstanding any other provision
of this Agreement:

(a) if the Closing shall not have taken place on or before August
15, 1996, then at the sole discretion of the Vendors and upon
notice to the Purchaser the Vendors may terminate this
Agreement immediately and all of the obligations of the
parties arising thereunder, other than the obligation of the
Purchaser pertaining to the confidentiality of information
provided to it or on its behalf, pursuant to Section 2.02
hereof; or

(b) if at any time prior to August 15, 1996 the Purchaser acting
reasonably shall determine that one or more of the conditions
for its benefit set forth in Section 5.01 hereof shall not be
satisfied, then at the sole discretion of the Purchaser and
upon written notice to the Vendors the Purchaser may terminate
this Agreement immediately and all of the obligations of the
parties arising therefrom, other than:

(i) the obligation of the Purchaser pertaining to the
confidentiality of information provided to it or on
its behalf, pursuant to Section 2.02 hereof; or

(ii) the obligation of the Vendors to indemnify the
Purchaser pursuant to Section 7.05 hereof, arising
solely from the failure of the Vendor to notify the
Purchaser of a material adverse change in the
Business with an adverse effect on the closing of the
Offering, as set forth in Section 7.05.

ARTICLE FIVE

CONDITIONS OF CLOSING

Section 5.01 Conditions for the Purchaser's Benefit: The Purchaser is not
obliged to complete the transaction contemplated hereby unless, on the Closing
Date, each of the following conditions has been satisfied, it being understood
that these conditions are included for the exclusive benefit of the Purchaser
and may be waived in writing in whole or in part by the Purchaser at any time:

(a) Approvals: All necessary legal and corporate proceedings and
approvals, regulatory or otherwise, applicable to the
Business, Zipper, K.H.B. and the Vendors, shall have been
taken or obtained to permit the parties to complete the
transactions provided for herein.

(b) Representations and Warranties: The representations and
warranties of the Vendors set forth in this Agreement shall be
true and correct on the Closing Date with the same force and
effect as if made on and as of such date, and the Purchaser
shall have received a certificate of the Vendors dated as of
the Closing
<PAGE> 14
11.

Date, that the representations and warranties of the Vendors
are true and correct as at the Closing Date with the same
force and effect as if made on and as of such date.

(c) Compliance: All of the terms, covenants and agreements set
forth in this Agreement to be complied with or performed by
the Vendors, Zipper or K.H.B. on or before the Closing Date
shall have been complied with or performed by the Vendors,
Zipper or K.H.B., as the case may be, in all respects on or
before the Closing Date.

(d) No Change: Except as disclosed or provided for in this
Agreement and the Schedules hereto, or otherwise disclosed in
writing by the Vendors to the Purchaser prior to the Closing
Date, and except for the pre-closing dividends referred to in
Section 5.01(l) below, since December 31st, 1995:

(i) no material adverse change, financial or otherwise,
in the condition of Zipper, K.H.B., the Business or
the Assets shall have occurred;

(ii) Zipper shall have operated the Business consistently
with prior practices and shall not have made any
material change to the Business from December 31st,
1995 to the Closing Date; and

(iii) Zipper and K.H.B. shall not have declared or paid a
dividend since December 31st, 1995 or made any other
distribution to their shareholders in respect of
their shares or effected any direct or indirect
reduction of capital, redemption, purchase or other
acquisition by them of any of their issued shares.

(e) Certificate of No Change: The Purchaser shall have received a
certificate of the Vendors dated as of the Closing Date that
since December 31st, 1995 there has been no material adverse
change, financial or otherwise, in the condition of Zipper,
K.H.B., the Business or the Assets, except as disclosed in
this Agreement or in the Schedules hereto or in the K.H.B. &
Associates Ltd. Consolidated Financial Statements, or
otherwise disclosed in writing by the Vendors to the Purchaser
prior to the Closing Date.

(f) Directors and Officers: At or before Closing, the Vendors and
the other directors and senior officers of Zipper and K.H.B.,
shall have delivered to Zipper, K.H.B. and the Purchaser their
personal releases of all or any contracts with or claims
against Zipper and K.H.B., as the case may be, for the period
ending on the Closing Date, excepting those matters in
relation to which the Vendors are entitled to an indemnity
from the Purchaser under Section 5.02(f)(ii) hereof; and such
directors and senior officers of Zipper and K.H.B. as
designated in writing by the Purchaser shall have delivered
signed written resignations of their respective positions.
<PAGE> 15
12.

(g) Non-Competition Agreements: The Vendors shall have delivered
to the Purchaser non-competition agreements in the form of the
agreements attached hereto as Schedules A1 and A2.

(h) Vendor's Counsel's Closing Opinion: The Purchaser shall have
received the Vendors' Counsel's Closing Opinion in form
reasonably satisfactory to Purchaser's Counsel.

(i) Consents: Except in respect to the Canada Post contracts
referred to on Schedule G, Zipper shall have received the
consents referred to in Schedule G to the change of ownership
of Zipper.

(j) Offering: The Purchaser shall have closed the Offering.

(k) Employment Contracts: B. Bishop and E. Walker shall have
entered into employment contracts with the Purchaser in the
form of the employment contracts annexed hereto as Schedules
B1 and B2.

(l) Pre-closing Dividends: On or prior to Closing Zipper shall
have declared and paid a dividend to K.H.B., and K.H.B. shall
have declared and paid a dividend to K. Bishop, in an
aggregate amount sufficient to discharge (i) all advances made
by Zipper to K. Bishop, and (ii) any outstanding employee
loan, so that such advances and employee housing loans shall
not be recorded in the accounts of Zipper at the time of
Closing.

(m) Cree Crescent, Winnipeg Lease: On or before Closing, the
Purchaser shall have executed a five-year lease with Alcrest
Holdings Ltd. for the premises known municipally as 244 Cree
Crescent, Winnipeg, Manitoba at a monthly rent of $13,500.00
(triple net).

(n) Paquette Artwork/Paintings: On or before Closing, K. Bishop
shall have acquired from Zipper all Paquette artwork and
paintings for a total price of $20,000.00, inclusive of all
taxes, payment for such artwork/paintings to be paid from the
proceeds of the sale of Purchased Shares by direction at
Closing.

(o) Leased Vehicles: On or before the Closing Date, K. Bishop and
Pamela Bishop shall have assumed the leases for the two
vehicles currently leased by Zipper on their behalf.

In case any of the foregoing conditions shall not have been fulfilled on or
before the Closing Date, the Purchaser may terminate this Agreement by notice
in writing to the Vendors, in which event the Purchaser shall be released from
all obligations under this Agreement without prejudice to any rights or
remedies it may have against the Vendors for non-fulfilment of such conditions,
other than the obligations of the Purchaser regarding confidentiality pursuant
to Section 2.02 hereof, but the Purchaser may waive compliance with any such
condition in whole or in part if
<PAGE> 16
13.

it sees fit to do so, without prejudice to its rights of termination in the
event of non-fulfilment of any other condition in whole or in part.

Section 5.02 Conditions for the Vendors' Benefit: Neither of the Vendors
is obliged to consummate the transactions herein provided for unless, on the
Closing Date, each of the following conditions has been satisfied, it being
understood that these conditions are included for the exclusive benefit of each
of the Vendors and may be waived in writing in whole or in part by the Vendors
at any time:

(a) Representations and Warranties: The representations and
warranties of the Purchaser set forth in this Agreement shall
be true and correct on the Closing Date with the same force
and effect as if made on and as of such date and the Vendors
shall have received a certificate of the Purchaser dated as of
the Closing Date, that such representations and warranties are
true and correct as at the Closing Date with the same force
and effect as if made on and as of such date.

(b) Compliance: All of the terms, covenants and agreements set
forth in this Agreement to be complied with or performed by
the Purchaser at or before the Closing Date shall have been
complied with or performed by the Purchaser in all respects on
or before the Closing Date.

(c) Approvals: All necessary legal and corporate proceedings and
approvals, regulatory or otherwise, applicable to the
Purchaser, shall have been taken or obtained to permit the
parties to complete the transactions provided for herein.

(d) Purchaser's Counsel's Closing Opinion: The Vendors shall have
received the Purchaser's Counsel's Closing Opinion in form
reasonably satisfactory to Vendors' Counsel.

(e) Offering: The Purchaser shall have closed the Offering, and
shall have certified in writing to the Vendors that there has
been no material change in the terms of the final prospectus
and Registration Statement filed in connection with the
Offering from the preliminary prospectus and Registration
Statement to be provided to the Vendors prior to the Closing
Date.

(f) Releases: The Vendors shall have received documentation in
form reasonably satisfactory to Vendors' Counsel either:

(i) releasing the Vendors from all financial commitments
and support for Zipper and K.H.B., including without
limitation guarantees of the indebtedness of Zipper
and K.H.B. given by the Vendors directly or
indirectly (through other holding companies) to
bankers, landlords and to any other third parties;
and including without limitation financial support
given by K. Bishop in the form of leases or co-leases
to contract drivers for their vehicles; or
<PAGE> 17
14.

(ii) fully indemnifying the Vendors by the Purchaser in
respect to such financial commitments and support for
Zipper and K.H.B..

In case any of the foregoing conditions shall not have been fulfilled on or
before the Closing Date, the Vendors may terminate this Agreement by notice in
writing to the Purchaser, in which event the Vendors shall be released from all
obligations under this Agreement without prejudice to any rights or remedies
either of them may have against the Purchaser for non-fulfilment of such
conditions, other than the obligations of the Purchaser regarding
confidentiality pursuant to Section 2.02 hereof, but the Vendors may waive
compliance with any such condition in whole or in part, if it sees fit to do
so, without prejudice to their rights of termination in the event of
non-fulfilment of any other condition in whole or in part.

ARTICLE SIX

REPRESENTATIONS, WARRANTIES AND INDEMNITIES

Section 6.01 Representations and Warranties of K. Bishop: K. Bishop
represents and warrants to the Purchaser, as of the date hereof, upon each of
which representations and warranties the Purchaser specifically relies, as
follows:

(a) Incorporation: Each of Zipper and K.H.B. is now, and on the
Closing Date will be, a corporation:

(i) duly incorporated and organized and validly existing
under the laws of its jurisdiction of incorporation;
and

(ii) in respect to Zipper, with all requisite corporate
power and capacity to own, operate, lease and dispose
of the Assets or any portion thereof, to carry on the
Business, and in respect to both K.H.B. and Zipper
with all requisite corporate power and capacity to
execute and deliver this Agreement and all other
instruments and documents relating hereto and perform
all of its obligations hereunder and thereunder.

(b) Capitalization:

(i) The authorized and issued capital of K.H.B. and
Zipper are set forth in Schedule C and all of the
shares set forth therein are validly issued and
outstanding as fully paid and non-assessable shares
and are the only issued and outstanding shares of
K.H.B. and Zipper;

(ii) K. Bishop is the registered and beneficial owner of
the K.H.B. Purchased Shares, with good and marketable
title thereto, free and clear of any lien, privilege,
pledge, option, mortgage, hypothec, charge, or other
encumbrance or security interest of whatsoever nature
or kind;
<PAGE> 18
15.

(iii) At Closing K. Bishop shall have the power, authority
and right to sell the K.H.B. Purchased Shares in
accordance with the terms of this Agreement;

(iv) Except as disclosed in Schedule D there are no
shareholder agreements or other agreements relating
to the ownership, sale, transfer or assignment of any
issued or unissued shares or any other ownership
interests in Zipper or K.H.B.;

(v) There are not now and on Closing there will not be
any outstanding subscriptions, options, rights,
warrants or other agreements or commitments
obligating or potentially obligating the Vendors,
Zipper or K.H.B., as the case may be, to sell or
issue any additional shares of any class or any
securities convertible into shares of any class or
any right capable of becoming an agreement, option
or right of first refusal for the purchase,
subscription or issue of any unissued shares of
K.H.B. or Zipper;

(c) Other Businesses: K.H.B. does not carry on any business other
than the business of a holding corporation, and Zipper does
not carry on any business other than the Business.

(d) Subsidiaries: There are no Subsidiaries of Zipper, or of
K.H.B. except for Zipper.

(e) Dividends, Compensation

(i) Neither K.H.B. nor Zipper has declared or paid a
dividend since December 31st, 1995. During the
Interim Period, neither K.H.B. nor Zipper will
declare, set aside or pay dividends upon any of their
shares, or make any other distribution to their
shareholders in respect of any of their shares or
effect any direct or indirect reduction of capital,
redemption, purchase or other acquisition by them of
any of their issued shares, except as provided for in
this Agreement.

(ii) Since December 31st, 1995 Zipper has not increased,
and during the Interim Period Zipper shall not have
increased (except as may be approved in writing by
the Purchaser), the rates of salaries, commissions or
other remuneration paid or payable by Zipper, as the
case may be, to any of its directors, officers,
employees or agents or make any bonus payment to any
of them except in the ordinary course of business and
there are no such increases or bonuses authorized but
not implemented as at the date hereof, except for

(A) management remuneration, normal changes to
employee loan accounts and discretionary
expenses referred to in the letter of
<PAGE> 19
16.

intent between the parties hereto dated as of
January 22nd, 1996; and

(B) bonuses from December 31, 1995 to May 31,
1996 in the amount of $25,000.00.

(f) Non-Arms Length Agreements: Except as set forth in Schedule
E, neither K.H.B. nor Zipper has entered into any contracts,
commitments, arrangements or understandings, directly or
indirectly, with any Person not dealing at arm's length with
K.H.B. or Zipper, including without limitation the Vendors.
Except for amounts pertaining to salary, wages and benefits
paid in the ordinary course of business, there are no amounts
owing by K.H.B. or Zipper to either of the Vendors or any
Affiliates or Associates of the Vendors or by any of the
foregoing to K.H.B. or Zipper, except as disclosed on Schedule
E hereto.

(g) Customers and Suppliers: The Vendors have no knowledge of any
termination, cancellation or modification in the business
relationship of Zipper with any of its material customers and
suppliers; and furthermore, the Vendors know of no reason why
any such material customers or suppliers will terminate their
relationship with Zipper because of the sale of the Purchased
Shares to the Purchaser.

(h) K.H.B. & Associates Ltd. Consolidated Financial Statements:
The K.H.B. & Associates Ltd. Consolidated Financial Statements
shall present fairly the consolidated financial position,
assets and liabilities of Zipper and K.H.B. as at the date of
such statements and the results of the operations for the
period then ended in accordance with generally accepted
accounting principles consistently applied. The 1995 K.H.B. &
Associates Ltd. Consolidated Financial Statements shall record
or refer to all the material liabilities of Zipper and shall
have been prepared in accordance with generally accepted
accounting principles on a basis consistent with the previous
fiscal period.

(i) Records Complete: All material financial transactions of
K.H.B. and Zipper have now and at Closing will have been
properly recorded in the books and records of K.H.B. and
Zipper. By Closing the corporate records of K.H.B. and Zipper
will contain a true and complete record of all meetings and
actions of its shareholders and directors and of all share
issuances and transfers which have occurred prior to the
Closing Date.

(j) Enforceable Agreement: This Agreement and all documents
delivered at Closing have been, or will have been at Closing,
duly authorized, executed and delivered to the Purchaser by
the Vendors, K.H.B. and Zipper and are, or will be at Closing,
valid and binding obligations of the Vendors, K.H.B. and
Zipper enforceable in accordance with their respective terms.
<PAGE> 20
17.

(k) Contracts:

(i) Material Contracts: Schedule F contains a complete
and accurate list of all material Contracts to which
Zipper is a party except those listed in other
schedules hereto;

(ii) No Breach: Zipper is not in default under or in
breach of any material Contract except for defaults
or breaches which individually or in the aggregate
are not material and, to the best of each Vendor's
knowledge and belief, there exists no state of facts
which, after notice or lapse of time or both, would
constitute such a default or breach by Zipper or any
other party thereto and each of such Contracts is now
in good standing and in full force and effect and
Zipper is entitled to all rights and benefits
thereunder; and

(iii) Contracts Affected by Change of Ownership: Except as
disclosed in Schedule G, Zipper is not now nor at
Closing will be bound by any outstanding Contract
that would be affected in any material way by a
change of ownership of Zipper or that requires prior
approval of any such change of ownership of Zipper.

(l) Title to Property:

(i) Except as set forth in Schedule H, Zipper is the
owner with good and marketable title to the Assets
free and clear of all liens, privileges, pledges,
options, mortgages, hypothecs, charges or other
encumbrances or security interests of whatsoever
nature or kind;

(ii) Except as set forth in Schedule I hereto, Zipper is
not a party to any leases of real property; Zipper is
not in default under any such leases and except as
set forth in Schedule H the rights of Zipper
thereunder are free and clear of all liens,
privileges, pledges, mortgages, hypothecs, charges or
other encumbrances or security interests of
whatsoever nature or kind;

(iii) Except as set forth in Schedules H and I and in the
K.H.B. & Associates Ltd. Consolidated Financial
Statements, none of the Assets is subject to any
bailment, lease, conditional sales contract, chattel
mortgage, security interest or other encumbrance;
Zipper is not in default under any such agreements
and the rights of Zipper thereunder are free and
clear of all liens, pledges, mortgages, charges or
other encumbrances or security interests of
whatsoever nature or kind except as set forth in such
Schedules; and
<PAGE> 21
18.

(iv) Except as set forth in Schedules H and I and the
K.H.B. & Associates Ltd. Consolidated Financial
Statements and except for independent drivers' lease
contracts, Zipper does not lease any of its material
Assets as lessor or sub-lessor.

(m) Condition of Assets: To the knowledge of K. Bishop, all of the
material tangible Assets used in or in connection with the
Business are in good condition, repair and proper working
order and are suitable for the conduct of the Business as
currently conducted.

(n) Tax Matters: To the knowledge of K. Bishop, all Tax returns,
declarations, remittances, information returns and reports of
every nature required to be filed by or on behalf of K.H.B.
and Zipper, including but not limited to remittances of
payroll source deductions, have been filed or remitted and
such returns are complete and accurate. No extensions of time
in which to file any such returns are in effect; all Taxes
shown on such returns and all assessments or reassessments of
Tax, penalties and interest payable by K.H.B. and Zipper have
been paid; and no further Taxes, interest or penalties are due
with respect to any taxation years. The income tax returns of
K.H.B. and Zipper for all taxation years up to and including
the year ended May 31, 1995 have been assessed by the federal
tax authorities, and there are no outstanding issues which
have been raised by such authorities for such years, except as
disclosed on Schedule J. No assessments or reassessments of
Tax payable by K.H.B. and Zipper are under discussion,
objection or appeal with any governmental authority except as
disclosed on Schedule J. To the extent that Tax liabilities
have accrued but have not become payable, they are adequately
reflected as liabilities on the books of K.H.B. and Zipper, as
the case may be. The reserves for Taxes on the K.H.B. &
Associates Ltd. Consolidated Financial Statements and the
reserves for Taxes by K.H.B. and Zipper as of the Closing Date
will be sufficient for the payment of any unpaid Taxes,
interest and penalties which may become payable as a result of
any audit, assessment or reassessment by any governmental
authority in respect of any period ending on or before the
date of such balance sheets. There are no outstanding
agreements or waivers extending the statute of limitations
with respect to the assessment or reassessment of any income
tax or other Tax payable by K.H.B. and Zipper.

(o) No Breach Caused by this Agreement: Neither the execution nor
delivery of this Agreement nor the fulfilment or compliance
with any of the terms hereof will, with or without the giving
of notice and/or the passage of time, conflict with, or result
in a breach of the terms, conditions or provisions of, or
constitute a default under, the articles or by-laws, as
amended, of K.H.B. or Zipper, or if the consents contemplated
in Schedule G are obtained, any Contract or any judgment,
decree or order to which the Vendors, K.H.B. or Zipper or the
Business are subject, or will require any consent or other
action by any administrative or governmental body. Except for
the approvals contemplated in section 5.01(a), the execution,
delivery and performance of this Agreement and compliance with
the
<PAGE> 22
19.

provisions hereof by the Vendors will not violate any
provision of law or any regulation by which the Vendors,
K.H.B., Zipper or the Business is bound.

(p) Litigation: Except as disclosed in Schedule J, there are not
now nor at Closing will there be, any material actions,
governmental investigations, claims or demands or other
proceedings, including without limitation, grievances or
arbitration proceedings pursuant to any collective agreement,
pending or to the best of the knowledge and belief of the
Vendors threatened before any court or administrative agency
against K.H.B. or Zipper or any of their officers or directors
in their capacities as such. There exists no state of facts
which after notice or lapse of time or both could reasonably
be expected to give rise to any such action, governmental
investigation, claim or demand or other proceedings. No
judgment, order or decree is currently outstanding and
enforceable against K.H.B. or Zipper. All threatened or
pending claims, suits or actions against K.H.B. and Zipper or
any of their officers or directors in their capacities as such
which could affect Zipper or the Business have been described
in Schedule J.

(q) Absence of Certain Changes or Events: During the Interim
Period:

(i) Business in Normal Course: the Business has, and will
have been, carried on in the normal course consistent
with previous fiscal periods;

(ii) Capital Expenditures: no capital expenditures,
including investments, in excess of $125,000.00 in
the aggregate have been made by Zipper in 1996 on a
pro rata basis and no individual major capital
expenditures in the aggregate exceeding $25,000.00
will be authorized or incurred by Zipper during the
Interim Period without the prior authorization of the
Purchaser;

(iii) Articles: during the Interim Period no amendments
will have been made to the articles or by-laws of
Zipper; and

(iv) Material Adverse Changes: except as disclosed or
provided for in this Agreement and the Schedules
hereto or in the K.H.B. & Associates Ltd.
Consolidated Financial Statements, or otherwise
disclosed in writing by the Vendors to the Purchaser
prior to the Closing Date, there has not been, and
there will not have been, any material adverse change
in the condition (financial or otherwise), assets,
liabilities, capitalization or material contracts of
Zipper or the Business.

(r) No Brokers: None of the Vendors nor K.H.B. or Zipper has
entered into any agreement that would entitle any Person to
any valid claim against the Purchaser, K.H.B. or Zipper for a
broker's commission, finder's fee or any like payment in
respect of the purchase and sale of the Shares or any other
matters contemplated by this Agreement.
<PAGE> 23
20.

(s) Employee Matters: Except as set forth in Schedule K:

(i) Collective Agreements: Zipper is not now nor at
Closing will be a party to any collective agreement
with, or commitment to, any trade union or employee
association; has made any commitments to or extended
voluntary recognition to or conducted negotiations
with any trade union or employee association with
respect to any future agreements. The Vendors are
not aware of any current attempts to organize any
employees or displace any incumbent trade union or
establish any trade union or employee association in
connection with Zipper other than as disclosed on
Schedule K;

(ii) Benefit Plans: except as set forth in Schedule K,
Zipper is not now nor at Closing will be a party to
nor operate any bonus, pension, profit sharing,
deferred compensation, retirement, hospitalization
insurance, life insurance, drug or dental insurance,
eye care, weekly indemnity, long term disability,
medical insurance, or similar plan or practice,
formal or informal, with respect to any Employees or
any other Person;

(iii) Employment Contracts: Zipper is not now bound nor at
Closing will be bound by any agreement whether
written or oral with any Employee providing for a
specified period of notice of termination or
providing for any fixed term of employment, and has
not now nor at Closing will have Employees who
cannot be dismissed with such period of notice as may
be required by applicable law. Schedule K contains a
complete and accurate list of each Employee of
Zipper as at the date hereof and their annual
remuneration; and

(iv) Inactive Employees: Schedule K contains a complete
and accurate list of each Employee of Zipper who is
no longer on the payroll by reason of pregnancy or
sick leave, temporary lay-off or short-term or
long-term disability.

(t) Employee Plans: All employee benefit and welfare plans to
which Zipper contributes, or in which any of its Employees
participate or are eligible to participate have been
established, qualified and administered, in all respects, in
accordance with all applicable laws, regulations, orders or
other legislative, administrative or judicial promulgations
and in accordance with all agreements or understandings,
written or oral, between Zipper and its Employees. None of
such plans, nor any related trusts thereunder, is subject to
any pending investigation, examination or other proceeding
initiated by any governmental agency or instrumentality and
there exists no state of facts which after notice or lapse of
time or both could reasonably be expected to give rise to any
such investigation, examination or other proceeding. All
contributions required by the terms of such plans or by
applicable laws have been made, and Zipper has not and as of
the Closing Date will not have, any liability (other than
liabilities accruing after the
<PAGE> 24
21.

Closing Date) with respect to any such plans, except for
current contributions not yet due and payable based on
compensation paid by Zipper, as the case may be.

(u) Intellectual Property:

(i) All of the trade marks (including registered trade
marks and trade marks for which applications are
pending), trade names, designs (including registered
industrial designs and applications to register
industrial designs), patents, patent applications,
and licenses of any Intellectual Property, owned by
Zipper or used or proposed to be used under license
or otherwise in the Business are set out in Schedule
L or in agreements listed in Schedule M;

(ii) All of the Intellectual Property used or proposed to
be used in the Business is owned by Zipper, excepting
only that Intellectual Property which is stated to be
used under license in Schedule L or in agreements
listed in Schedule M;

(iii) Except as disclosed in Schedule L or in agreements
listed in Schedule M, the Intellectual Property used
or proposed to be used in the Business is exclusive
to Zipper and none of that Intellectual Property is
licensed by Zipper to any other Person. Except as
disclosed in Schedule M, none of the Intellectual
Property used or proposed to be used in the Business
is owned by the Vendors or any of their Affiliates or
Associates (other than Zipper);

(iv) All of the Intellectual Property rights used or
proposed to be used in the Business, including but
without limitation the rights set out in Schedule L,
are valid and subsisting;

(v) To the knowledge of the Vendors, none of the
applications set out in Schedule L have been opposed,
refused or become abandoned, and there has been no
unauthorized or improper use of any of the trade
marks or trade names set out in Schedule L likely to
affect their distinctiveness;

(vi) Except as disclosed in Schedule G, none of the
licenses set out in Schedule L will be affected in
any material way by a change of ownership of Zipper
or requires prior approval of any change of ownership
of Zipper to remain in force or effect;

(vii) Zipper has not infringed or breached, nor is
infringing or breaching any Intellectual Property
rights of any other Person; and except as disclosed
in Schedule J, none of the Vendors nor Zipper has
received any notice of a claim of any infringement or
breach of any Intellectual Property rights of any
other Person;
<PAGE> 25
22.

(viii) To the best of the Vendor's knowledge and belief, no
Person has infringed or breached or is infringing or
breaching any of the Intellectual Property used or
proposed to be used in connection with the Business;
and

(ix) All of the information set out in Schedule L is
accurate and complete.

(v) Copies of Agreements, etc.: True, correct and complete copies
of all mortgages, leases, agreements, instruments and other
documents listed in the Schedules hereto, which have been
requested in writing by the Purchaser or Purchaser's Counsel
have been delivered or made available to the Purchaser, its
agents and representatives.

(w) Material Liabilities: There are no material liabilities of
Zipper of any kind whatsoever, whether or not accrued or
contingent and whether or not determined or determinable, in
respect of which Zipper is liable other than:

(i) liabilities to be disclosed on, reflected in or
provided for in the K.H.B. & Associates Ltd.
Consolidated Financial Statements; and

(ii) liabilities disclosed or referred to in this
Agreement or in the Schedules attached hereto or
arising in the ordinary course of business.

(x) Compliance with Applicable Laws: Zipper is conducting, and at
Closing will be conducting, the Business in compliance in all
material respects with an applicable federal, provincial,
municipal and local laws, rules and regulations of each
jurisdiction in which it carries on the Business and Zipper is
not in breach of any such laws, rules or regulations, except
for breaches which in the aggregate are not material or which
have been disclosed in writing to the Purchaser. Zipper is
duly licensed or registered and has obtained all permits in
each jurisdiction in which it owns or leases property or
carries on the Business, to enable the Business to be carried
on as now conducted and the Assets to be owned, leased and
operated, and all such licences, permits and registrations are
valid and subsisting and in good standing. A complete and
accurate list of all licences, permits and registrations held
by Zipper is set forth in Schedule M hereto.

(y) Environment: The Leased Property and its existing uses and to
the best of the Vendor's knowledge its prior uses comply and
have at all times complied with, and Zipper is not in
violation of, and has not violated, in connection with the
ownership, use, maintenance or operation of the Leased
Property and the conduct of the Business thereon, any
applicable federal, provincial, municipal or local laws,
regulations, orders or approvals of governmental authorities
relating to environmental matters.

(z) Notice of Violation: No notices of any violation of any of the
matters referred to in the foregoing paragraph (y) relating to
the Leased Property or its use have been received by Zipper;
and, to the knowledge of the Vendors, there are no
<PAGE> 26
23.

writs, injunctions, orders or judgments outstanding, no
lawsuits, claims, proceedings or investigations pending or
threatened, relating to the ownership, use, maintenance or
operation of the Leased Property, nor is there any basis for
such lawsuits, claims, proceedings or investigations being
instituted or filed.

(aa) Absence of Guarantees: Except as set forth in Schedule N
hereto or as disclosed in the K.H.B. & Associates Ltd.
Consolidated Financial Statements, neither K.H.B. nor Zipper
has given or agreed to give, or is a party to or bound by, any
guarantee of the indebtedness or other obligations of any
other Person.

(bb) Bank Accounts, etc.: Set forth in Schedule O is the name of
each financial institution in which K.H.B. or Zipper
maintains a bank account, trust account or safety deposit box,
together with the numbers and description of all such accounts
and the names of all Persons authorized to draw thereon or who
have access thereto.

(cc) Insurance: Zipper maintains such policies of insurance,
issued by responsible insurers, as are appropriate to the
Business and the Assets, in such amounts and against such
risks as are customarily carried and insured against by owners
of comparable businesses, properties and assets.
Notwithstanding the foregoing, the Assets are insured for
their full replacement value. All of the foregoing policies of
insurance are now, and up to and including the Closing Date
will be, in full force and effect and Zipper is not in
default, whether as to the payment of premiums or otherwise,
under the terms of any such policy.

(dd) Necessary Property: The tangible property owned, licensed
and/or leased by Zipper and the intangible personal property,
including, without limitation, the Intellectual Property owned
by or licensed to Zipper constitutes, at the date hereof, and
will, at the Closing Date, constitute all of such property
necessary for the conduct of the Business in the manner and to
the extent presently conducted.

(ee) Non-Resident: The Vendors are not non-residents of Canada
within the meaning of Section 116 of the Income Tax Act
(Canada).

(ff) Accounts Receivable and Accounts Payable: To the knowledge of
the Vendors, based on past practice and experience:

(i) all accounts receivable of Zipper are good and
collectible within ninety (90) days from the invoice
date of such accounts at the aggregate recorded
amounts thereof, net of usual provisions for bad
debt; and

(ii) all accounts payable of Zipper are current and have
not been outstanding for a period longer than sixty
(60) days prior to the date hereof.
<PAGE> 27
24.

(gg) Not Misleading: The foregoing representations and warranties
and statements of fact (including the Schedules related
thereto) do not contain any untrue statement of material fact
or omit to state any material fact necessary to make any such
representation, warranty or statement not misleading.

(hh) The Vendors acknowledge on the Closing Date (i) timely receipt
of the preliminary prospectus and Registration Statement filed
with the Securities and Exchange Commission in connection with
the Offering of the Dynamex Shares and (ii) the opportunity to
have asked questions of and received answers from
representatives of the management of Purchaser concerning the
terms and conditions of the transactions contemplated by this
Agreement and to obtain all additional information that
Purchaser possesses or could acquire without unreasonable
expense that is necessary to verify the accuracy of
information furnished to each such Vendor.

Section 6.02 Representations and Warranties of B. Bishop: B. Bishop
represents and warrants to the Purchaser as of the date hereof, upon each of
which representations and warranties the Purchaser specifically relies, as
follows:

(a) B. Bishop is the registered and beneficial owner of the
119,000 Class C Preference Shares in the capital of Zipper,
forming part of the Purchased Shares, with good and marketable
title thereto, free and clear of any lien, privilege, option,
mortgage, hypothec, charge or encumbrance or security interest
of whatsoever nature or kind; and

(b) At Closing he shall have the power, authority and right to
sell his Purchased Shares in accordance with the terms of this
Agreement.

Section 6.03 Representations and Warranties of the Purchaser: The Purchaser
represents and warrants to the Vendor, as of the date hereof, upon each of
which representations and warranties the Vendors specifically relies, as
follows:

(a) Good Standing: The Purchaser is now, and on the Closing Date
will be, a corporation:

(i) duly incorporated and organized and validly
subsisting under the laws of the State of Delaware;
and

(ii) having the corporate power and authority to purchase
the Purchased Shares, to issue the Dynamex Shares and
to perform all its obligations hereunder.

(b) Enforceable Agreement: This Agreement and all documents
delivered at Closing have been, or will have been at Closing,
duly authorized, executed and delivered to the Vendors by the
Purchaser and are, or will be, at Closing, valid and binding
<PAGE> 28
25.

obligations of the Purchaser, enforceable in accordance with
their respective terms.

(c) No Breach Caused by this Agreement: Neither the execution nor
delivery of this Agreement nor the fulfilment or compliance
with any of the terms hereof will, with or without the giving
of notice and/or the passage of time, conflict with, or result
in a breach of the terms, conditions or provisions of, or
constitute a default under, the articles or by-laws, as
amended, of the Purchaser or any contract to which the
Purchaser is a party or by which it is bound or any judgment,
decree or order to which the Purchaser is subject, or, except
for the approvals contemplated in Section 5.01(a), will
require any consent or other action by any administrative or
governmental body. The execution, delivery and performance of
this Agreement and compliance with the provisions hereof by
the Purchaser will not violate any provision of law or any
regulation by which the Purchaser is bound.

(d) Dynamex Shares: On the Closing Date the Dynamex Shares shall
be validly issued and outstanding shares in the capital of the
Purchaser, as fully paid and non-assessable shares, and all
required regulatory approvals (including those required from
applicable exchanges) pertaining to the issue of the Dynamex
Shares shall have been obtained. The Dynamex Shares shall be
transferred to K. Bishop free and clear of any lien,
privilege, pledge, option, mortgage, hypothec, charge or other
encumbrance or security interest of whatsoever nature or kind,
other than restrictions on the transfer of such shares imposed
by the Underwriters or regulatory authorities.

Section 6.04 Indemnification:

(a) K. Bishop covenants and agrees to indemnify and save harmless
the Purchaser, K.H.B. and Zipper, from and against all claims,
demands, actions, causes of action, liabilities, obligations,
(including, without limitation, any removal or remedial action
required by law, regulation, order or governmental action or
requested by any governmental authority) damages, losses,
costs and expenses (including, without limitation, reasonable
legal fees) (hereinafter sometimes collectively referred to as
the "Claims") which may be made or brought against the
Purchaser, K.H.B. or Zipper or any one or more of them or
which any one or more of them may suffer or incur as a result
of, in respect of or arising out of any matter or thing
relating to: (i) the conduct of the Business prior to the
Closing Date, other than the liabilities set forth on the
balance sheet included in the K.H.B. & Associates Ltd.
Consolidated Financial Statements or arising after December
31, 1995 in the ordinary course of business; (ii) any
non-fulfilment of any covenant or agreement on his part under
this Agreement; (iii) any breach of any representation or
warranty contained in Section 6.01 hereof or in any Schedule
attached hereto or in any certificate or other document
furnished by the Vendors pursuant to this Agreement; or (iv)
Claims in respect of litigation or threatened litigation
whether or not referred to in Schedule J, arising from actions
<PAGE> 29
26.

of the Vendors, K.H.B. or Zipper (including a failure to act)
taken or not taken out of the ordinary course of business
prior to the Closing Date.

(b) B. Bishop covenants and agrees to indemnify and save harmless
the Purchaser, K.H.B. and Zipper, from and against all claims,
demands, actions, causes of action, liabilities, obligations,
(including, without limitation, any removal or remedial action
required by law, regulation, order or governmental action or
requested by any governmental authority) damages, losses,
costs and expenses (including, without limitation, reasonable
legal fees) (hereinafter sometimes collectively referred to as
the "Claims") which may be made or brought against the
Purchaser, K.H.B. or Zipper or any one or more of them or
which any one or more of them may suffer or incur as a result
of, in respect of or arising out of any matter or thing
relating to: (i) any non-fulfillment of any covenant or
agreement on his part under this Agreement; and (ii) any
breach of any representation or warranty contained in Section
6.02 hereof.

(c) K. Bishop covenants and agrees to indemnify and save harmless
K.H.B. and Zipper from and against Taxes (including interest
and penalties in respect thereof) payable by K.H.B. and Zipper
in respect of any period ending on or before the Closing Date
as a result of any assessment or re-assessment of Taxes by any
taxing authority after the Closing Date.

(d) The Purchaser hereby covenants and agrees to indemnify and
save harmless the Vendors from and against all Claims which
may be made or brought against the Vendors or which either of
them may suffer or incur as a result of, in respect of or
arising out of any non-fulfilment of any covenant or agreement
on the part of the Purchaser under this Agreement or any
breach of any representation or warranty of the Purchaser
contained herein or in any certificate or other document
furnished by the Purchaser pursuant to this Agreement.

(e) No claim shall be made by any party for indemnification under
this Section 6.04 unless and until the aggregate amount
claimed exceeds $50,000.00, in which case the amount that
either party making such claim shall be entitled to receive
under this Section 6.04 shall be the full amount of all
Claims. Furthermore, the amount actually paid by either party
to any other party hereunder for indemnification under this
Section 6.04 shall be limited to the actual after-tax loss
incurred by such other party in respect to such Claim, and
neither party shall be liable to the other party hereunder in
respect to any Claims which are covered by insurance policies
of either party which are not impaired, cancelled or
non-operable as a result of such Claims.

(f) If the claim or breach, failure or non-fulfilment which is
alleged to be the basis for a Claim arises from or is related
to a claim involving a person or entity not a party to this
Agreement, then the party (the "Indemnitor") who would be
required to indemnify the other party (the "Indemnitee")
pursuant to this Section 6.04 shall have the right, but not
the obligation, acting in good faith and
<PAGE> 30
27.

without delay, to participate in any discussions with such
third parties or other proceedings regarding such claim and to
litigate or otherwise contest or compromise any such claim (at
the expense of the Indemnitor), as the Indemnitor, in its or
his sole discretion deems appropriate. The Indemnitee shall
be obligated to cooperate with the Indemnitor in the
investigation or defense of any such proceeding and shall have
the right to participate, at its or his own expense, in the
defense of any action or proceedings brought in connection
with any such claim.

Section 6.05 Non-Merger: Each party hereby agrees that all provisions of
this Agreement including, without limitation, the warranties, representations
and indemnities contained in Article Six shall survive the execution and
delivery of this Agreement and any and all documents delivered in connection
herewith and the consummation of the transaction contemplated hereby for the
following periods:

(a) in respect to Claims other than Claims pertaining to Taxes,
for a period of three (3) years following the Closing Date;
and

(b) in respect to Claims pertaining to Taxes, for a period
commencing on the Closing Date and ending in each specific
circumstance on the expiry of the time limit for the
assessment or re-assessment of Taxes paid or payable by K.H.B.
or Zipper up until the Closing Date.

ARTICLE SEVEN

DYNAMEX OFFERING

Section 7.01 Resale Registration:

(a) In connection with the Offering, Purchaser shall cause a
Registration Statement (the "Registration Statement") to be
filed with the United States Securities and Exchange
Commission, and the Registration Statement shall include the
public re-offering or resale of the Dynamex Shares by K.
Bishop. It is the intention of the parties hereto that the
registration rights described in this Section 7.01 shall be a
one-time right.

(b) Purchaser shall use its best efforts to cause the Registration
Statement relating to the resale of the Dynamex Shares (i) to
become effective as soon as practicable after the filing
thereof and (ii) to remain effective so that such shares may
be offered and sold on a continuous or delayed basis in
accordance with Rule 415 under the Securities Act of 1933, as
same may be amended (the "Securities Act"), until the earlier
of (x) two years after the Closing Date (or such later date,
should the general holding period requirement of Rule 144
under the Securities Act or any successor rule be extended),
(y) such date as, in the opinion of counsel for Purchaser, the
sale of the Dynamex Shares is exempt from the registration
<PAGE> 31
28.

provisions of the Securities Act and the securities laws of
the states in which the Dynamex Shares are to be sold or
transferred, or (z) such time as all of the Dynamex Shares
have been sold in the manner described in the Registration
Statement.

(c) Purchaser may, by written notice to the holders of the Dynamex
Shares, suspend or withdraw the Registration Statement and
require that the holders of the Dynamex Shares cease sales of
the Dynamex Shares thereunder, if (i) the Registration
Statement is required to be amended or supplemented or (ii)
material corporate developments make the use of such
Registration Statement inappropriate. Purchaser agrees to use
reasonable effort to file any required amendments or
supplements to the Registration Statement or take such other
actions so that the holders of Dynamex Shares may resume sales
of the Dynamex Shares without undue delay. In the event the
sale of Dynamex Shares must be suspended as set forth
hereinabove, the number of days such sales are suspended shall
be added to the period specified in Section 7.01(b)(ii)(x)
hereof.

(d) Purchaser agrees to furnish to K. Bishop, as soon as
available, copies of all amendments and supplements to the
Registration Statement and the final prospectus prepared in
connection with this Section 7.01, all in such quantities as
K. Bishop may request.

(e) Purchaser shall bear all expenses of each Registration
Statement filed pursuant to this Agreement, which shall
include, without limitation, all registration and filing fees
and the reasonable fees and disbursements of counsel and
accountants for Purchaser, but which shall not include any
selling commissions or underwriting discounts or stock
transfer taxes relating to the Dynamex Shares or the fees and
expense of counsel to K. Bishop.

(f) Purchaser will file a listing application with the Nasdaq
National Market to approve for listing, subject to official
notice of issuance, the shares of the Common Stock of Dynamex
Inc. to be registered under the Registration Statement,
including the Dynamex Shares. Purchaser shall use its
reasonable efforts to cause such shares to be approved for
listing on the Nasdaq National Market, subject to official
notice of issuance.

Section 7.02 Lock Up Agreement:

(a) In order to induce the Underwriters to enter into and
consummate the transactions contemplated by the Offering, K.
Bishop agrees that for a period of 180 days after the Closing
of the Offering, he will not sell, offer or agree to sell,
grant any option for the sale of or otherwise dispose of
directly or indirectly, any of the Dynamex Shares or any
security substantially similar to the Dynamex Shares or any
securities convertible into, exercisable for or exchangeable
for common stock or securities substantially similar to the
Dynamex Shares without the prior written consent of the
representatives of the Underwriters.
<PAGE> 32
29.

(b) Section 7.02(a) above and the rights, obligations, duties and
benefits thereunder are intended for the parties hereto and
the Underwriters, and no other person or entity shall have any
rights, obligations, duties and benefits pursuant thereto. At
Closing K. Bishop shall sign a written acknowledgement
acknowledging that the Underwriters may enforce directly the
obligations and duties of K. Bishop pursuant to this Section
7.02.

Section 7.03 Indemnification with respect to Securities Laws:

(a) Purchaser shall defend, indemnify and hold harmless (to the
extent permitted by law) K. Bishop against all losses, claims,
damages or liabilities which arise out of or are based upon
any untrue or alleged untrue statement of material fact
contained in any registration statement (including any
post-effective amendment thereto), prospectus or preliminary
prospectus or any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any
information furnished to Purchaser by the Vendors for use
therein or by the failure of K. Bishop to deliver a copy of
the Registration Statement or prospectus or any amendments or
supplements thereto after Purchaser has furnished K. Bishop
with a sufficient number of copies of the same.

(b) K. Bishop shall defend, indemnify and hold harmless (to the
extent permitted by law) Purchaser, its directors and officers
and each person who controls Purchaser (within the meaning of
Section 15 of the Securities Act and Section 20 of the
Exchange Act) against any losses, claims, damages, liabilities
and expenses which arise out of or are based upon any untrue
or alleged omission of a material fact required to be stated
in the Registration Statement or prospectus or any amendment
thereof or supplement thereto or necessary to make the
statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any
information furnished by the Vendors for inclusion in the
Registration Statement.

Section 7.04 Management Co-operation: The Vendors, K.H.B. and Zipper shall
co-operate with the Purchaser, and cause all of the management of Zipper to
co-operate with the Purchaser and its agents, representatives, counsel and
underwriters, in preparing documentation required by the Offering, in the sale
of securities pursuant to the Offering and in the closing of the Offering.

Section 7.05 Material Change: The Vendors agree to notify the Purchaser
immediately in writing of any material adverse change in the Business or Assets
during the Interim Period. K. Bishop hereby agrees to indemnify and save
harmless the Purchaser, its agents and representatives from all loss, costs and
damages which the Purchaser, its agents and representatives may suffer or incur
in the course of preparing or closing the Offering as a result of or caused by
the failure of the Vendors to advise the Purchaser of any material adverse
change in the Business or Assets as provided for herein; provided, however,
that the Purchaser shall not make a claim for indemnification under this
Section 7.05 unless and until the aggregate
<PAGE> 33
30.

amount claimed exceeds $50,000.00; and further provided that the maximum
liability of K. Bishop under this Section 7.05 shall be limited to the Purchase
Price.

ARTICLE EIGHT

ADDITIONAL COVENANTS OF THE PARTIES

Section 8.01 Continuity of Senior Personnel: The Vendors covenant to use
their best efforts before the Closing Date to ensure that management personnel
involved in the management and operation of the Business will continue in the
employ of Zipper, after the Closing.

Section 8.02 Continuity of Customers and Suppliers: The Vendors covenant to
use their best efforts before the Closing Date to ensure that existing
customers of, and suppliers to, the Business will continue to deal with Zipper,
after the Closing on substantially the same terms and conditions that were in
effect prior to the Closing.

Section 8.03 Interim Period: During the Interim Period, the Vendors shall
cause Zipper to carry on the Business in the ordinary course consistent with
past practice. Without the prior written consent of the Purchaser, during the
interim Period Zipper shall not hire or fire any senior Employees; change the
terms of employment of any Employees other than in the normal course of the
Business; terminate any material Contract; or enter into any Contract other
than in the ordinary course of the Business; or fail to comply with Section
6.01(e) hereof.

Section 8.04 1995-1996 Tax Returns: The Purchaser agrees to consult with the
Vendors and their advisors in respect to the preparation of the 1995-1996
federal and provincial tax Returns for K.H.B. and Zipper after the Closing
Date, provided that the ultimate responsibility as to the form and time of
filing of the said Returns shall remain with the Purchaser.

ARTICLE NINE

GENERAL

Section 9.01 Interpretation:

(a) Sections and Headings: The division of this Agreement into
articles, sections, subsections, paragraphs and subparagraphs
and the insertion of headings and any index are for
convenience of reference only and shall not affect the
construction or interpretation hereof.

(b) Extended Meanings: Words importing the singular number include
the plural and vice-versa; words importing gender include all
genders.

(d) GAAP: All references to generally accepted accounting
principles shall be to generally accepted accounting
principles in Canada as more particularly described in the
handbook of the Canadian Institute of Chartered Accountants.

Section 9.02 Further Assurances: Each of the parties hereto shall from time
to time at the other's request and expense and without further consideration,
execute and deliver such other instruments of transfer, conveyance and
assignment and take such further action as the other may require to more
effectively complete any matter provided for herein.

Section 9.03 Entire Agreement: This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof
except as specifically set forth or referred to herein. This Agreement
supersedes any prior or contemporaneous agreements, negotiations and
discussions of the parties in respect of the subject matter hereof, including
without limitation a letter of intent dated January 22, 1996. No amendment or
waiver of this Agreement shall be binding unless executed in writing by the
parties and no such amendment or waiver shall extend to anything other than the
specific subject matter thereof. The failure at any time of any party to insist
on strict performance of any provision of this Agreement shall not limit the
ability of that party to insist at any future time whatsoever on the
performance of the same or any other provision (except insofar as that party
may have given a valid and effective written waiver or release).

Section 9.04 Invalidity of Provisions: The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or
enforceability of any other provision hereof and any such invalid or
unenforceable provision shall be deemed to be severable.

Section 9.05 Applicable Law: This Agreement shall be governed and construed
in accordance with the laws of the Province of Manitoba and the laws of Canada
applicable therein.

Section 9.06 Notices: Any notice required or permitted to be given
hereunder shall be in writing and shall be effectively given if (i) delivered
personally, (ii) sent by prepaid courier service or mail, or (iii) sent on any
Business Day by telecopier, addressed, in the case of notice to the Vendors, as
follows:

(a) (i) Kenneth H. Bishop
o

Telecopier: o

(ii) Bruce W. Bishop
o

Telecopier: o
<PAGE> 35
32.

WITH A COPY TO:

Chapman Goddard Kagan
1864 Portage Avenue
Winnipeg, Manitoba
R3J 0H2

Telecopier: (204) 832-3461

and in the case of notice to the Purchaser, addressed as follows:

(b) Dynamex Inc.
2630 Skymark Avenue
Suite 610
Mississauga, Ontario
LAW 5A4

Attention: President
Telecopier: (905) 238-6989

and in the case of notice to K.H.B. and Zipper, addressed as follows:

Telecopier: (o)o

and in all cases so sent by means of electronic communication, so confirmed.
Any notice so given is deemed conclusively to have been given and received on
the date when so personally delivered or sent by telex, telecopier or other
electronic communication, and on the third Business Day following the sending
thereof by mail or prepaid courier service. Any party hereto or others
mentioned above may change any particulars of its address for notice by notice
to the others in the manner aforesaid. No notice may be delivered by mail
during an actual or apprehended mail disruption.

Section 9.07 Successors and Assigns: This Agreement enures to the benefit
of and is binding upon the parties hereto and their respective successors and
permitted assigns. Subject to Section 9.08, no party may assign any of its
rights under this Agreement without the prior written consent of the other
parties.

Section 9.08 Assignment by Dynamex: At any time prior to the Closing Date,
the Purchaser may assign all of its rights, benefits and obligations under this
Agreement by notice in writing to the Vendors, to a subsidiary incorporated
under the laws of Canada or a province thereof, provided that the Purchaser
shall remain jointly and severally liable with such subsidiary after
<PAGE> 36
33.

such assignment for the performance of the obligations of the Purchaser under
this Agreement, subject to the Purchaser remaining solely liable for the
issuance of the Dynamex Shares to the Vendors. In the event of any such
assignment, the representations and warranties set forth in Section 6.02 shall
be deemed to have been made by both the Purchaser and the assignee subsidiary.

Section 9.09 Remedies Cumulative: The rights and remedies of the parties
under this Agreement are accumulative and in addition to and not in
substitution for any rights or remedies provided by law. Any single or partial
exercise by any party hereto of any right or remedy for default or breach of
any term, covenant or condition of this Agreement does not waive, alter, affect
or prejudice any other right or remedy to which such party may be lawfully
entitled for the same default or breach.

Section 9.10 Counterparts: This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and which taken
together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto.

DYNAMEX INC.

Per: /s/ Robert P. Capps
---------------------------------------
Name:Robert P. Capps
Title:Vice President
c/s
K.H.B. & ASSOCIATES LTD.

Per: /s/ K. Bishop
---------------------------------------
Name:K. Bishop
Title:President
c/s
Per:
---------------------------------------
Name:
Title:

ZIPPER TRANSPORTATION SERVICES LTD.

Per: /s/ K. Bishop
---------------------------------------
Name:K. Bishop
Title:President
c/s
Per:
---------------------------------------
Name:
Title:
<PAGE> 37
34.

SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
) /s / K. Bishop l/s
- ----------------------------------- ) -------------------------------
Witness ) Kenneth H. Bishop
)
)
)
)
) /s/ B. Bishop l/s
- ----------------------------------- ) -------------------------------
Witness ) Bruce W. Bishop

<PAGE> 1
EXHIBIT 2.3

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of the 3rd
day of June, 1996, is by and among Dynamex Inc., a Delaware corporation
("Purchaser"); NSK Enterprises, Inc., an Illinois corporation ("NSK"); Seko
Enterprises, Inc., an Illinois corporation and wholly owned subsidiary of NSK
("Seko"); YS Corporation, d/b/a Metro Messenger Service, Inc., an Illinois
corporation ("Metro"); Attention Messenger Service of Illinois, Inc., an
Illinois corporation ("Attention," and together with Seko and Metro, the
"Companies"); Norman Koppel, a resident of Illinois, as the sole shareholder of
NSK and as a shareholder of Metro and Attention ("Koppel"), and Joe Garcia, a
resident of Illinois, as a shareholder of Metro and Attention ("Garcia," and
together with Koppel, the "Shareholders"); the Shareholders, the Companies and
NSK are from time to time collectively referred to herein as the "Sellers."

W I T N E S S E T H:

WHEREAS, the Companies are engaged in the ground courier messenger
business (the "Business"); and

WHEREAS, Koppel owns all of the capital stock of NSK, which in turn
owns all of the capital stock of Seko; and

WHEREAS, the Shareholders collectively own all of the capital stock of
Attention and Metro; and

WHEREAS, the Shareholders and NSK desire to sell to Purchaser, and
Purchaser desires to purchase from the Shareholders and NSK, all of the
outstanding shares of capital stock of the Companies (collectively, the
"Shares");

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1. SALE AND PURCHASE OF SHARES

1.1 PURCHASE AND SALE OF SHARES. Upon the terms and subject to
the conditions set forth in this Agreement, at the Closing (as defined in
Section 2.2 hereof), the Shareholders and NSK shall assign, transfer, convey
and deliver to Purchaser, and Purchaser shall purchase from the Shareholders
and NSK, all right, title and interest in and to all of the Shares, free and
clear of all liens, security interests, charges, encumbrances and rights of
others.

1.2 NON-COMPETITION AGREEMENTS. At the Closing, Purchaser and
each of the Shareholders shall enter into confidentiality and non-competition
agreements in the form of Exhibit A hereto (the "Non-Competition Agreements").
<PAGE> 2
1.3 EXCLUDED ASSETS AND EXCLUDED LIABILITIES. Notwithstanding
anything to the contrary in this Agreement, the assets designated as excluded
assets on Schedule 1 attached hereto and made a part hereof (the "Excluded
Assets") and the liabilities designated as excluded liabilities on Schedule 2
attached hereto and made a part hereof (the "Excluded Liabilities") shall not
be owned or owed, respectively, by the Companies at the time of the Closing.
To the extent the Shareholders are unable to cause the Companies to be released
from any of the Excluded Liabilities, the Shareholders will indemnify Purchaser
therefrom as provided in Section 12 hereof. In addition, to the extent that
the Shareholders and their agents are unable to remove all the Excluded Assets
and the Excluded Liabilities from the Companies' books, records or property (as
applicable) prior to the Closing, any remaining Excluded Assets or Excluded
Liabilities shall be transferred to the Shareholders as soon as practicable
after the Closing Date.

2. CONSIDERATION; CLOSING

2.1 PURCHASE PRICE. The aggregate consideration to be received by
the Shareholders in exchange for the Shares and execution by the Shareholders
of the Non-Competition Agreements shall be the following (the "Purchase
Price"):

(a) $2.4 million payable in cash at the Closing by wire
transfer to an account specified by counsel for the Shareholders; and

(b) that number of shares (the "Dynamex Shares") of the
common stock, $.01 par value (the "Common Stock"), of Purchaser,
having an aggregate share price equal to $600,000, based upon the
price at which such shares are initially offered to the public in the
"Offering" (as defined herein). Any fractions of such shares shall be
paid in cash.

Each of the Shareholders shall receive their respective portions of the
Purchase Price as indicated on Schedule 3 hereto. The Purchase Price shall be
allocated amongst the Shares and the Non-Competition Agreements as indicated on
Schedule 4 hereto.

2.2 TIME OF CLOSING. A closing (the "Closing") for the sale and
purchase of the Shares shall be held at 9:00 a.m., Dallas, Texas time, on the
date (the "Closing Date") on which the Offering has been consummated, at the
law offices of Crouch & Hallett, L.L.P. located at 717 N. Harwood, Suite 1400,
Dallas, Texas, or at such other place or places and/or time as may be agreed
upon by the parties.

2.3 CLOSING PROCEDURE. At the Closing, the Shareholders and NSK
shall deliver to Purchaser stock certificates duly endorsed to Purchaser and
representing the Shares, in form sufficient to vest record and beneficial title
fully in Purchaser to the Shares. Purchaser shall issue and deliver to the
Shareholders the cash purchase price and the Dynamex Shares as described in
Section 2.1 above. Purchaser and the Shareholders will execute and deliver the
Non-Competition Agreements. Each party will cause to be prepared, executed and
delivered all documents required to be delivered by such party pursuant to
Article 8 hereof and all other appropriate and customary documents as another
party or its counsel may reasonably request for

2
<PAGE> 3
the purpose of consummating the transactions contemplated by this Agreement.
All actions taken at the Closing shall be deemed to have been taken
simultaneously at the time the last of any such actions is taken or completed.

3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS, NSK AND THE
COMPANIES

The Shareholders, NSK and the Companies hereby represent and warrant
to Purchaser that, except as qualified by the Disclosure Schedule attached as
Schedule 5 hereto and made a part hereof (the "Sellers' Disclosure Schedule"):

3.1 ORGANIZATION; GOOD STANDING.

(a) Each of the Companies is a corporation, duly
incorporated, validly existing and in good standing under the laws of
its state of incorporation and has all requisite corporate power and
authority to own and lease its properties and assets and to carry on
its business as currently conducted. The Companies have no
subsidiaries and no equity, profit sharing, participation or other
ownership interest (including any general partnership interest) in any
corporation, partnership, limited partnership or other entity. Each
of the Companies is duly qualified and licensed to do business and is
in good standing in all jurisdictions where such qualification is
required, a list of which is set forth on the Sellers' Disclosure
Schedule.

(b) NSK is a corporation, duly incorporated, validly
existing and in good standing under the laws of its state of
incorporation and has all requisite corporate power and authority to
own and lease its properties and assets and to carry on its business
as currently conducted.

3.2 DUE AUTHORIZATION; EXECUTION AND DELIVERY. The Shareholders
have full power and authority to enter into and perform this Agreement and to
carry out the transactions contemplated hereby. Each of the Companies and NSK
has full corporate power and authority to enter into this Agreement and to
carry out its respective obligations hereunder. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part
of NSK and each of the Companies. This Agreement has been duly executed and
delivered by Purchaser and constitutes the legal, valid and binding obligation
of it, enforceable against it in accordance with its respective terms, except
as may be limited by the availability of equitable remedies or by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally. This Agreement constitutes the legal, valid and
binding obligation of the Sellers, enforceable against each of them in
accordance with its terms, except as may be limited by the availability of
equitable remedies or by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally. Neither the
execution and delivery by any of the Sellers of this Agreement nor the
consummation of the transactions contemplated hereby will: (i) conflict with
or result in a breach of the articles of incorporation

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or bylaws of any of the Companies or NSK, (ii) violate any statute, law, rule
or regulation or any order, writ, injunction or decree of any court or
governmental authority, which violation, either individually or in the
aggregate, might reasonably be expected to have a material adverse effect on
the business or operations of the Companies or Purchaser's ownership of the
Shares, or (iii) violate or conflict with or constitute a default under (or
give rise to any right of termination, cancellation or acceleration under), or
result in the creation of any lien on the Shares or any of the properties or
assets of the Companies pursuant to any material agreement, indenture, mortgage
or other instrument to which any of the Sellers is a party or by which their
assets may be bound or affected.

3.3 GOVERNMENTAL CONSENTS. No approval, authorization, consent,
order or other action of, or filing with, any governmental authority or
administrative agency is required in connection with the execution and delivery
by the Sellers of this Agreement or the consummation of the transactions
contemplated hereby. Except as set forth in the Sellers' Disclosure Schedule,
no approval, authorization or consent of any other third party is required in
connection with the execution and delivery by the Sellers of this Agreement and
the consummation of the transactions contemplated hereby.

3.4 TRANSACTIONS WITH AFFILIATES. At the time of the Closing,
none of the Companies' shareholders, officers, employees or directors or any of
foregoing persons' Affiliates (as defined herein) will have any interest in or
will own any property or right used principally in the conduct of the Business,
except for the ownership of the Excluded Assets. The term "Affiliate" shall
mean the Shareholders or any of the Companies' officers, employees and
directors, any partner of any such person, or any member of the immediate
family (including brother, sister, descendant, ancestor or in-law) of any such
person, or any corporation, partnership, trust or other entity in which any
such person or any such family member has a substantial interest or is a
director, officer, partner or trustee.

3.5 TITLE TO ASSETS. Each of the Companies is the sole and
exclusive legal owner of all right, title and interest in, and has good and
marketable title to, all of the Assets (other than the Excluded Assets) that it
purports to own, free and clear of liens, claims and encumbrances except (i)
liens, claims and encumbrances to be released at Closing, (ii) liens which are
a matter of public record and (iii) liens for taxes not yet payable. At the
Closing, the Assets to be indirectly acquired by Purchaser through its
ownership of the Shares shall include, by way of example and not of limitation,
the following (to the extent owned by the Companies):

(a) fixtures, equipment, tools, inventories of supplies,
spare parts, furniture, office equipment and other tangible assets and
property used in business operations;

(b) rights under agreements and contracts entered into by
the Companies in the ordinary course of their operations;

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(d) all books and records related to the Companies, the
Assets or the operation of the Business, including all financial,
accounting and tax records, computer data and programs, and records
and all correspondence with and documents pertaining to suppliers,
governmental authorities and other third parties;

(e) client records; and

(f) state and regulatory licenses as required to conduct
the Business.

As of the Closing, the Assets will consist of all tangible and intangible
assets of the Companies relating to the Business, including but not limited to
fixed assets, inventory and supplies, leases and leasehold improvements,
customer lists, trademarks, trade names, software programs and contract rights;
it being understood, however, that the Shareholders will retain ownership of
the Excluded Assets.

3.6 PROPERTY.

(a) Other than the real property located at 9250 Ivanhoe,
Schiller Park, Illinois and 939 W. Lake Street and 934-40 W. Lake
Street, Chicago, Illinois (collectively, the "Real Property"), the
Companies do not own and have never owned any real property. With
respect to the Real Property and the Companies' leased real property
(including the property subject to the lease described in Section 6.5
(collectively, the "Real Estate")), (i) applicable zoning ordinances
permit the operation of the Business at the Real Estate, (ii) each of
the Companies has all easements and rights, including easements for
all utilities, services, roadways and other means of ingress and
egress, necessary to operate the Business, (iii) the Real Estate is
not located within a flood or lakeshore erosion hazard area, and (iv)
neither the whole nor any portion of the Real Estate has been
condemned, requisitioned or otherwise taken by any public authority,
and no notice of any such condemnation, requisition or taking has been
received. No such condemnation, requisition or taking is threatened
or contemplated, and there are no pending public improvements which
may result in special assessments against or which may otherwise
affect the Real Estate.

(b) The Companies have received no notice of, and have no
actual knowledge of, any material violation of any zoning, building,
health, fire, water use or similar statute, ordinance, law, regulation
or code in connection with the Real Estate.

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Comprehensive Environmental Response Compensation and Liability Act,
the Clean Air Act, the Clean Water Act and any other applicable
federal, state or local environmental, health or safety law, rule or
regulation relating to or imposing liability or standards concerning
or in connection with hazardous, toxic or dangerous waste, substance,
materials, smoke, gas or particulate matter.

3.7 CONDITION OF ASSETS. All of the fixed assets of the Companies
viewed as a whole and not on an asset by asset basis are in good condition and
working order, ordinary wear and tear excepted, and are suitable for the uses
for which they are intended, free from any known defects except such minor
defects as do not substantially interfere with the continued use thereof. The
Companies have in force such insurance of their properties and operations as is
set forth on the Sellers' Disclosure Schedule.

3.8 GOVERNMENTAL LICENSES. The Sellers' Disclosure Schedule lists
and accurately describes all licenses, permits, orders, approvals,
authorizations and filings issued to the Companies by a governmental or
regulatory authority in connection with the lawful ownership and operation of
the Companies' businesses (the "Governmental Licenses"), except where the
failure to hold such Governmental Licenses would not have a material adverse
effect on the Companies. The Companies have furnished to Purchaser true and
accurate copies of all such Governmental Licenses, and each Governmental
License is in full force and effect and is valid under applicable federal,
state and local laws.

3.9 TAXES. All tax reports and returns relating to the Companies'
assets and operations (including sales, use, income, property, franchise and
employment taxes) due on or before the date of this Agreement have been filed
with the appropriate federal, state and local governmental agencies, and the
Companies have paid all taxes, penalties, interest, deficiencies, assessments
or other charges due as reflected on the filed returns or claimed to be due by
such federal, state or local taxing authorities (other than taxes,
deficiencies, assessments or claims which are being contested in good faith and
which in the aggregate are not material). There are no examinations or audits
pending or unresolved examinations or audit issues with respect to the
Companies' federal, state or local tax returns. All additional taxes, if any,
assessed as a result of such examinations or audits have been paid. There are
no pending claims or proceedings relating to, or asserted for, taxes,
penalties, interest, deficiencies or assessments against the Companies. The
Companies have delivered to Purchaser true, accurate and complete copies of all
tax returns and filings made by them in the last three years and any related
correspondence from the Companies, the Shareholders or applicable taxing
authority relating to such returns and filings.

3.10 LITIGATION. There is no order of any court, governmental
agency or authority and no action, suit, proceeding or investigation, judicial,
administrative or otherwise, of which the Sellers have actual knowledge that is
pending or threatened against or affecting the Companies which, if adversely
determined, might materially and adversely affect the business, operations,
properties, assets or conditions (financial or otherwise) of the Companies or
which challenges the validity or propriety of any of the transactions
contemplated by this Agreement.

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3.11 REPORTS AND GOVERNMENTAL COMPLIANCE. The Companies have duly
filed all reports required to be filed by law or applicable rule, regulation,
order, writ or decree of any court, governmental commission, body or
instrumentality and have made payment of all charges and other payments, if
any, shown by such reports to be due and payable.

3.12 EMPLOYEE BENEFIT PLANS; LABOR CONTROVERSIES. The Sellers'
Disclosure Schedule sets forth all liabilities of the Companies under The
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
similar laws with respect to employee benefit plans. Except as set forth in
the Sellers' Disclosure Schedule, no Plan which is subject to Part 3 of
Subtitle B of Title I of ERISA or Section 412 of the Internal Revenue Code (the
"Code") has incurred an accumulated funding deficiency as the term is defined
in Section 302 of ERISA or Section 412 of the Code (whether or not waived).
None of the Companies nor any of their affiliates has ever sponsored, adopted,
maintained or been obligated to contribute to a "multiemployer plan" as such
term is defined in Section 3(37) of ERISA. No liability under Title IV of
ERISA has been incurred by any of the Companies or an affiliate thereof that
has not been satisfied in full, and no condition exists that presents a
material risk to the Companies or their affiliates of incurring liability under
such Title, other than for premiums due to the Pension Benefit Guaranty
Corporation. Each of the Companies has made or will make all contributions
required to be made by each of them under any employee benefit plan for all
periods through and including the Closing Date.

There are no labor disputes of a material nature pending between the
Companies, on the one hand, and any of their respective employees, on the other
hand, and there are no known organizational efforts presently being made
involving any of such employees. The Companies have complied in all material
respects with all laws relating to the employment of labor, including any
provisions thereof relating to wages, hours, collective bargaining and the
payment of social security and other taxes, and are not liable for any material
arrearages of wages or any taxes or penalties for failure to comply with any of
the foregoing. The Sellers' Disclosure Schedule sets forth the estimated
accrued vacation, sick and personal days or other related obligations as of the
Closing Date ("Benefit Days") owing to or accrued for the benefit of the
employees of the Companies. At the Closing, the Sellers shall credit the
aggregate dollar amount of the Companies obligations for Benefit Days against
the Purchase Price to be paid hereunder.

3.13 CAPITALIZATION. All of the issued and outstanding shares of
the capital stock of Attention and Metro have been duly authorized and validly
issued and are fully paid and nonassessable, and (as of the date hereof and the
Closing) will be owned of record and beneficially by the Shareholders. All of
the issued and outstanding shares of the capital stock of Seko have been duly
authorized and validly issued and are fully paid and nonassessable, and (as of
the date hereof and the Closing) will be owned of record and beneficially by
NSK. There are no shares of capital stock of the Companies held in their
treasury. There is no outstanding subscription, contract, option, warrant,
call or other right obligating either of the Companies to issue, sell, exchange
or otherwise dispose of, or to purchase, redeem or otherwise acquire, shares
of, or securities convertible into or exchangeable for, capital stock of the
Companies.

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The Shareholders and NSK, collectively, are the lawful, sole and beneficial
owners of the Shares as reflected on the Sellers' Disclosure Schedule, free and
clear of all liens, claims and encumbrances of every kind, and, at the Closing,
the Shareholders and NSK, as applicable, will convey to Purchaser good and
indefeasible title to the Shares.

3.14 FINANCIAL STATEMENTS AND RECORDS OF THE COMPANIES.

(a) The Companies have delivered to Purchaser true,
correct and complete copies of the following financial statements (the
"Companies Financial Statements"): (i) the balance sheet (the "1995
Balance Sheet") of the Companies as of March 31, 1995, and (ii) the
related statements of income and changes in shareholder's equity for
the twelve months then ended, accompanied by the report of Deloitte &
Touche LLP with respect thereto.

(b) The Companies Financial Statements present fairly the
assets, liabilities and financial position of the Companies as of the
dates thereof and the results of operations thereof for the periods
then ended and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis with
prior periods, except year-end adjustments consisting of normal
accruals (the net effect of which adjustments are not material to the
Companies taken as a whole) with respect to the interim financial
statements. The books and records of the Companies have been and are
being maintained in accordance with good business practice, reflect
only valid transactions, are complete and correct in all material
respects and present fairly in all material respects the basis for the
financial position and results of operations of the Companies set
forth in the Companies Financial Statements.

(c) The Shareholders have previously provided Purchaser
with certain adjustments to the historical operating results of the
Companies. These adjustments represent certain costs and expenses
which were unique to the Companies as they were operated by the
Shareholders. To the best of their knowledge and belief, the
Shareholders represent that these costs and expenses will not be
ongoing costs of the Companies subsequent to the Closing, except as to
amounts that are immaterial.

3.15 ABSENCE OF CERTAIN CHANGES. Since March 31, 1995, none of the
Companies has (i) suffered any change in its financial condition or results of
operations other than changes in the ordinary course of business that,
individually or in the aggregate, have had or would have a material adverse
effect on the Companies collectively, (ii) acquired or disposed of any asset,
or incurred, assumed, guaranteed or endorsed any liability or obligation, or
subjected or permitted to be subjected any material amount of assets to any
lien, claim or encumbrance of any kind, except in the ordinary course of
business or as contemplated by this Agreement, (iii) entered into or terminated
any Material Contract (as hereinafter defined), or agreed or made any material
changes in any Material Contract, other than renewals and extensions thereof in
the ordinary course of business, (iv) declared, paid or set aside for payment
any dividend or distribution with respect to its capital stock, other than as
set forth on the Sellers' Disclosure

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Schedule, (v) entered into any collective bargaining, employment, consulting,
compensation or similar agreement with any person or group or (vi) entered
into, adopted or amended any employee benefit plan. At all times from the date
of this Agreement through the Closing Date, the Sellers will cause the
Companies to be operated in the ordinary course of business, except for such
changes as are contemplated by this Agreement.

3.16 MATERIAL UNDISCLOSED LIABILITIES. Other than as set forth on
the Companies Financial Statements, there are no liabilities or obligations of
the Companies of a nature required to be disclosed on financial statements
prepared in accordance with generally accepted accounting principles.

3.17 CONTRACTS AND AGREEMENTS. The Sellers' Disclosure Schedule
contains a list, complete and accurate in all material respects, of all of the
following categories of contracts and agreements to which any of the Companies
is bound at the date hereof: (i) employee benefit plans, employment,
consulting or similar contracts, (ii) contracts that involve remaining
aggregate payments by any of the Companies in excess of $25,000 or which have a
remaining term in excess of one year, (iii) insurance policies, and (iv) other
contracts not made in the ordinary course of business (collectively the
"Material Contracts"). None of the Companies is in default with respect to any
of the Material Contracts.

3.18 COMPLETENESS OF DISCLOSURE. No representation or warranty by
the Companies or the Shareholders in this Agreement nor any certificate,
schedule, statement, document or instrument furnished or to be furnished to
Purchaser pursuant hereto, or in connection with the negotiation, execution or
performance of this Agreement, contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not misleading.

3.19 FINDERS AND BROKERS. All negotiations relative to this
Agreement and the transactions contemplated hereby have been carried on by the
Shareholders directly with Purchaser. No person has as a result of any
agreement or action of the Companies or the Shareholders any valid claim
against any of the parties hereto for a brokerage commission, finder's fee or
other like payment.

3.20 PROSPECTUS FOR DYNAMEX SHARES. The Shareholders acknowledge
(i) receipt of the preliminary prospectus and the Registration Statement on
Form S-1 filed as of the date hereof with the Securities and Exchange
Commission in connection with the initial public offering (the "Offering") of
shares of the Common Stock and (ii) the opportunity to ask questions of and
receive answers from representatives of the management of Purchaser concerning
the terms and conditions of the transactions contemplated by this Agreement and
to obtain all additional information that Purchaser possesses or could acquire
without unreasonable expense that is necessary to verify the accuracy of
information furnished to the Shareholders.

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4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Sellers as follows:

4.1 ORGANIZATION AND GOOD STANDING. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite corporate power and authority to own
and lease its properties and carry on its business as currently conducted.

4.2 DUE AUTHORIZATION. Purchaser has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the
Non-Competition Agreement and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action
on the part of Purchaser. This Agreement has been duly executed and delivered
by Purchaser and constitutes the legal, valid and binding obligation of it,
enforceable against it in accordance with its respective terms, except as may
be limited by the availability of equitable remedies or by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally.

4.3 EXECUTION AND DELIVERY. The execution and delivery by
Purchaser of this Agreement and the Non-Competition Agreement and the
consummation of the transactions contemplated hereby and thereby will not: (i)
conflict with or result in a breach of the certificate of articles of
incorporation or bylaws of Purchaser, (ii) violate any law, statute, rule or
regulation or any order, writ, injunction or decree of any court or
governmental authority, or (iii) violate or conflict with or constitute a
default under (or give rise to any right of termination, cancellation or
acceleration under) any indenture, mortgage, lease, contract or other
instrument to which Purchaser is a party or by which it is bound or affected.

4.4 CAPITALIZATION. On the Closing Date, all of the Dynamex
Shares shall be duly authorized and validly issued and fully paid and
nonassessable, and all required regulatory approvals pertaining to the Offering
shall have been obtained. The Dynamex Shares shall be transferred to the
Shareholders free and clear of any lien, privilege, pledge, option or other
encumbrance, other than the restrictions on the transfer of such shares imposed
by the Underwriters of the Offering (as set forth in Section 5.2 hereof) or
under federal and state securities laws.

4.5 FINDERS AND BROKERS. All negotiations relative to this
Agreement and the transactions contemplated hereby have been carried on by
Purchaser directly with the Shareholders and the Companies. No person has as a
result of any agreement or action of Purchaser any valid claim against any of
the parties hereto for a brokerage commission, finder's fee or other like
payment.

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5. DYNAMEX OFFERING

5.1 RESALE REGISTRATION.

(a) No more than 30 days after the Closing Date,
Purchaser shall cause a Registration Statement on Form S-1 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission, and the Registration Statement shall include the public
reoffering or resale of the Dynamex Shares by the Shareholders. It is
the intention of the parties hereto that the registration rights
described in this Section 5.1 shall be a one-time right.

(b) Purchaser shall cause the Registration Statement to
remain effective so that such shares may be offered and sold on a
continuous or delayed basis in accordance with Rule 415 under the
Securities Act of 1933, as same may be amended (the "Securities Act"),
until the earlier of (A) two years after the Closing Date (or such
earlier or later date, should the general holding period requirement
of Rule 144 under the Securities Act or any successor rule be
revised), (B) such date as, in the opinion of counsel for Purchaser,
the sale of the Dynamex Shares is exempt from the registration
provisions of the Securities Act and the securities laws of the states
in which the Dynamex Shares are to be sold or transferred, or (C) such
time as all of the Dynamex Shares have been sold in the manner
described in the Registration Statement.

(c) Purchaser may, by written notice to the holders of
the Dynamex Shares, suspend or withdraw the Registration Statement and
require that the holders of the Dynamex Shares cease sales of the
Dynamex Shares thereunder, if (i) the Registration Statement is
required to be amended or supplemented or (ii) material corporate
developments make the use of such Registration Statement
inappropriate. Purchaser agrees to use its best reasonable efforts to
file any required amendments or supplements to the Registration
Statement or take such other actions so that the holders of Dynamex
Shares may resume sales of the Dynamex Shares without undue delay. In
the event the sale of Dynamex Shares must be suspended as set forth
hereinabove, the number of days such sales are suspended shall be
added to the period specified in Section 5.1(b) hereof.

(d) Purchaser agrees to furnish to the Shareholders, as
soon as available, copies of all amendments and supplements to the
Registration Statement and the final prospectus prepared in connection
with this Section 5.1, all in such quantities as the Shareholders may
reasonably request.

(e) Purchaser shall bear all expenses of each
Registration Statement filed pursuant to this Agreement, which shall
include, without limitation, all registration and filing fees and the
reasonable fees and disbursements of counsel and accountants for
Purchaser, but which shall not include any selling commissions or
underwriting discounts or stock transfer taxes relating to the Dynamex
Shares or the fees and expense of counsel to the Shareholders.

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(f) Purchaser will file a listing application with the
Nasdaq National Market to approve for listing, subject to official
notice of issuance, the shares of the Common Stock of Purchaser to be
registered under the Registration Statement, including the Dynamex
Shares. Purchaser shall use its reasonable efforts to cause such
shares to be approved for listing on the Nasdaq National Market,
subject to official notice of issuance.

5.2 LOCK UP AGREEMENT.

(a) In order to induce the Underwriters of the Offering
to enter into and consummate the transactions contemplated by the
Offering, each of the Shareholders agrees that for a period of 180
days after the closing of the Offering, he will not sell, offer or
agree to sell, grant any option for the sale of or otherwise dispose
of directly or indirectly, any of the Dynamex Shares or any security
substantially similar to the Dynamex Shares or any securities
convertible into, exercisable for or exchangeable for common stock or
securities substantially similar to the Dynamex Shares without the
prior written consent of the representatives of the Underwriters of
the Offering. The Shareholders further agree that prior to the
Company issuing any shares of common stock to James Barsano, an
employee of NSK ("Barsano"), pursuant to the Shareholders' request,
Barsano shall enter into a lock-up agreement providing for similar
restrictions on transfer of his shares as are set forth herein.

(b) Section 5.2(a) above and the rights, obligations,
duties and benefits thereunder are intended for the parties hereto and
the Underwriters of the Offering, and no other person or entity shall
have any rights, obligations, duties and benefits pursuant thereto.

5.3 INDEMNIFICATION WITH RESPECT TO SECURITIES LAWS.

(a) Purchaser shall defend, indemnify and hold harmless
(to the extent permitted by law) the Shareholders against all losses,
claims, damages or liabilities which arise out of or are based upon
any untrue or alleged untrue statement of material fact contained in
any registration statement (including any post- effective amendment
thereto), prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in
any information furnished in writing to Purchaser by the Shareholders
for use therein or by the failure of the Shareholders to deliver a
copy of the Registration Statement or prospectus or any amendments or
supplements thereto after Purchaser has furnished the Shareholders
with a sufficient number of copies of the same.

(b) The Shareholders shall defend, indemnify and hold
harmless (to the extent permitted by law) Purchaser, its directors and
officers and each person who controls Purchaser (within the meaning of
Section 15 of the Securities Act and Section 20 of the Securities and
Exchange Act of 1934) against any losses, claims, damages, liabilities
and

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expenses which arise out of or are based upon any untrue or alleged
omission of a material fact required to be stated in the Registration
Statement or prospectus or any amendment thereof or supplement thereto
or necessary to make the statements therein not misleading, but only
to the extent that such untrue statement or omission is contained in
any information furnished in writing by the Shareholders for inclusion
in the Registration Statement.

5.4 COOPERATION. The Sellers shall cooperate with Purchaser and
cause all of the management of the Companies to cooperate with Purchaser and
its agents, representatives, counsel and underwriters, in preparing
documentation required by the Offering and the Registration Statement, in the
sale of securities pursuant to the Offering and the Registration Statement and
in the closing of the Offering. The Sellers agree to notify Purchaser
immediately of any material adverse change in the Business or the Assets prior
to the Closing Date.

6. CERTAIN COVENANTS AND AGREEMENTS

The Sellers, jointly and severally (subject to the provisions of
Section 16.10 hereof), covenant and agree that, from and after the execution
and delivery of this Agreement to and including the Closing Date (and
thereafter as reflected below), they shall cause the Companies to comply with
the covenants set forth below, and Purchaser covenants and agrees that it shall
similarly comply with said covenants to the extent applicable to it.

6.1 ACCESS.

(a) Upon reasonable notice, the Sellers will give to
Purchaser and its counsel, accountants and other authorized
representatives, full access during reasonable business hours to all
of the Companies' properties, books, contracts, documents and records
and shall furnish Purchaser with all such information concerning their
affairs, including financial statements, as the other may reasonably
request in order that Purchaser may have full opportunity to make such
reasonable investigations as it shall desire for the purpose of
verifying the performance of and compliance with the representations,
warranties, covenants and the conditions contained herein or for other
purposes reasonably related to the transactions contemplated hereby.
The Sellers will take all action necessary to enable Purchaser, its
counsel, accountants and other representatives to discuss the affairs,
properties, business, operations and records of the Companies at such
times and as often as Purchaser may reasonably request with
executives, independent accountants and counsel of the Sellers.

(b) After the Closing has occurred and upon reasonable
notice being give to Purchaser, Purchaser will give to each of the
Shareholders and their counsel, accountants and other authorized
representatives, full access during reasonable business hours to all
of the Companies' books, contracts, documents and records necessary to
assist in the filing of the Companies' and the Shareholders' tax
returns and reports being filed with respect to the Companies'
respective fiscal years ended March 31, 1996 and any short

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periods from March 31, 1996 to the Closing Date. The Shareholders
shall timely file all tax reports and returns of the Shareholders and
the Companies, as applicable, relating to such periods with the
appropriate federal, state and local governmental agencies and shall
pay all taxes, penalties, interest, deficiencies, assessments or other
charges due as reflected on the filed returns or claimed to be due by
such federal, state or local taxing authorities. The Companies and
the Shareholders shall transmit copies of such filings to Purchaser a
reasonable time period before they are filed.

(c) In the event that the Closing does not occur and this
Agreement is terminated, the Sellers, on the one hand, and Purchaser,
on the other, shall (i) maintain the confidentiality of all
information obtained from the other party in connection herewith,
except for such information as is in the public domain, (ii) not use
any such information so obtained to the detriment or competitive
disadvantage of the other party, and (iii) promptly return copies of
all books, records, contracts and any other documentation of the other
party delivered to such party pursuant to the transactions
contemplated hereby.

6.2 BEST EFFORTS. Each of the Sellers and Purchaser shall take
all reasonable action necessary to consummate the transactions contemplated by
this Agreement and will use all necessary and reasonable means at their
disposal to obtain all necessary consents and approvals of other persons and
governmental authorities required to enable it to consummate the transactions
contemplated by this Agreement. Each party shall make all filings,
applications, statements and reports to all governmental agencies or entities
which are required to be made prior to the Closing Date by or on its behalf
pursuant to any statute, rule or regulation in order to consummate the
transactions contemplated by this Agreement, and copies of all such filings,
applications, statements and reports shall be provided to the other.

6.3 PUBLIC ANNOUNCEMENTS. Prior to the Closing Date, all notices
to third parties and other publicity relating to the transaction contemplated
by this Agreement shall be jointly planned and agreed to by the Companies and
Purchaser; provided, however that any required public disclosures related to
any regulatory or governmental filing or requirement may be made by Purchaser,
after notice to the Shareholders, without the Shareholders' or the Companies'
consent.

6.4 ORDINARY COURSE OF BUSINESS. Except as contemplated by this
Agreement or for bonuses paid by the Companies to Barsano and Garcia, during
the period from the execution and delivery of this Agreement through the
Closing Date, the Companies shall (i) conduct their operations in the ordinary
course of business consistent with past and current practices, (ii) use
reasonable best efforts to maintain and preserve intact their goodwill and
business relationships, (iii) not enter into any agreement which involves the
payment by the Companies of an aggregate amount exceeding $10,000, or which has
a term exceeding one year, (iv) not increase, or agree to increase, the level
of compensation (other than scheduled anniversary raises consistent with prior
practice) payable to any of its employees or (v) take any action which would
cause any representation contained in Article 3 to be untrue as of the Closing
Date.

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<PAGE> 15
6.5 LEASE. The Shareholders and Purchaser will enter into a lease
regarding the Real Property upon the terms set forth on Exhibit 6.5, which
shall be no less favorable to the Companies than the terms in effect on the
date hereof.

6.6 COLLECTION OF ACCOUNTS RECEIVABLE; SETTLEMENT OF EXCLUDED
LIABILITIES.

(a) As of the Closing Date, Shareholders shall assign to
Purchaser as the agent for the purposes of collection only all of the
accounts receivable relating to the operation of the Business as of
the Closing Date. Purchaser shall use such efforts as are reasonable
and in the ordinary course of business to collect the accounts
receivable for 90 days following the Closing Date ("Shareholders
Collection Period"); provided, however, that Purchaser's obligation to
use its best efforts shall not extend to the institution of
litigation, employment of counsel or any other extraordinary means of
collection. So long as the accounts receivable are in Purchaser's
possession, neither Shareholders nor its agents shall make any
solicitation for collection purposes nor institute litigation for the
collection of any amounts due thereunder, except for such accounts
receivable which Purchaser has consented to Shareholders' collection
thereof prior to the expiration of the Shareholders Collection Period,
which consent will not be unreasonably withheld. All payments
received by Purchaser during the Shareholders Collection Period from
any person obligated with respect to any of the accounts receivable
shall be applied first to the Shareholders' account and only after
full satisfaction thereof to Purchaser's account; provided, however,
that if during the Shareholders Collection Period any account debtor
contests in writing the validity of its obligation with respect to any
account receivable, then Purchaser may reassign that account
receivable to Shareholders, after which Shareholders shall be solely
responsible for the collection thereof. Purchaser shall not incur or
cause to be incurred any collateral or outside fees, costs or charges
in connection with its efforts to collect the account receivables
without first having obtained the authorization in writing of the
Shareholders. Purchaser shall separately account for all amounts
collected on the Shareholders' behalf and remit to the Shareholders
such amounts (less the deductions described in subsection (b) below,
plus the additions described in subsection (c) below) every two weeks
in arrears during the Shareholders Collection Period. Purchaser shall
send to the Shareholders monthly in arrears during the Shareholders
Collection Period an aging report with respect to such accounts
receivable. Any of the accounts receivable that are not collected
during the Shareholders Collection Period shall be reassigned to the
Shareholders at the end of the Shareholders Collection Period, after
which Purchaser shall have no further obligation to Shareholders with
respect to the accounts receivable. Purchaser shall not have the
right to compromise, settle or adjust the amount of any of the
accounts receivable without the Shareholders' prior written consent,
or to withhold any proceeds of the account receivable or to retain any
uncollected account receivable or payment on account thereof after the
expiration of the Shareholders Collection Period for any reason
whatsoever.

(b) Pursuant to Section 12 hereof, the Shareholders have
indemnified Purchaser against all costs, expenses and damages relating
to the Excluded Liabilities.

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<PAGE> 16
In order to establish an orderly mechanism for the settlement of
Excluded Liabilities of the Companies relating to periods on or before
the Closing Date, Purchaser will, periodically during the Shareholders
Collection Period, provide the Shareholders with a list of accounts
payable and other current liabilities which are Excluded Liabilities,
which have become due and payable by the Companies and which Purchaser
proposes to settle from the collection of accounts receivable
described in subsection (a) above. Unless the Shareholders advises
the Company within three business days that one or more of such
Excluded Liabilities not be so paid by Purchaser, Purchaser shall be
entitled to deduct such amounts from the payments collected on
Shareholders' account pursuant to subsection (a) above.

(c) It is acknowledged and agreed that all prepaid
expenses arising from the operation of the Business on or before the
close of business on the Closing Date shall be for the account of the
Shareholders and thereafter shall be for the account of Purchaser.
Prepaid items and accruals such as water, electricity, telephone,
other utility and service charges, lease expenses, license fees (if
any) and payments under any operating contracts which are not Excluded
Liabilities shall, to the extent possible, be prorated between the
Shareholders and Purchaser on the basis of the period of time to which
such liabilities, prepaid items and accruals apply. To the extent
possible, such prorations shall be made and paid insofar as feasible
during the Shareholders Collection Period. Any amounts payable to the
Shareholders as a result of this subsection (c) shall be added to the
amounts payable under subsection (a) hereof.

6.7 EMPLOYEES OF THE BUSINESS. As of the Closing Date, Purchaser
(or one of its affiliates) will offer continuing employment to the employees of
the Business on the Closing Date, except for Koppel and any other persons not
engaged in or necessary for the conduct of the Business, at rates of
compensation prevailing at the Closing Date. In addition, Messrs. James
Barsano and Joe Garcia will be offered employment with Purchaser at annual
compensation levels (including participation in incentive compensation plans
and other employer-paid benefits made available to similarly situated employees
of Purchaser) as previously disclosed in writing to them by Purchaser.

7. CONDITIONS TO PURCHASER'S CLOSING

All obligations of Purchaser under this Agreement shall be subject to
the fulfillment at or prior to the Closing of the following conditions, it
being understood that Purchaser may, in its sole discretion, waive any or all
of such conditions in whole or in part:

7.1 REPRESENTATIONS, ETC. The Companies and the Shareholders
shall have performed in all material respects the covenants and agreements
contained in this Agreement that are to be performed by each of them at or
prior to the Closing, and the representations and warranties of the Companies
and the Shareholders contained in this Agreement shall be true and correct as
of the Closing Date with the same effect as though made at such time (except as
contemplated or permitted by this Agreement).

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<PAGE> 17
7.2 CONSENTS. All consents and approvals of governmental
agencies, and from any other third parties required to consummate the
transactions contemplated by this Agreement, shall have been obtained without
material cost or other materially adverse consequence to Purchaser and shall be
in full force and effect.

7.3 NO ADVERSE LITIGATION. No order or preliminary or permanent
injunction shall have been entered and no action, suit or other legal or
administrative proceeding by any court or governmental authority, agency or
other person shall be pending or threatened on the Closing Date which may have
the effect of (i) making any of the transactions contemplated hereby illegal,
(ii) materially adversely affecting the value of the assets or business of the
Companies or (iii) making Purchaser or the Companies liable for the payment of
a material amount of damages to any person.

7.4 MATERIAL ADVERSE CHANGES. There shall have occurred no
material adverse change in the business, properties, assets, liabilities,
results of operations or condition, financial or otherwise, of either of the
Companies.

7.5 CLOSING DELIVERIES. Purchaser shall have received each of the
documents or items required to be delivered to it pursuant to Section 9.1
hereof.

7.6 OFFERING. Purchaser shall have consummated the Offering.

7.7 PAYOFF OF ATTENTION'S DEBT. All liabilities or obligations
owed by Attention to the former owner of Attention shall have been paid in
full.

8. CONDITIONS TO SELLERS' CLOSING

All obligations of the Sellers under this Agreement shall be subject
to the fulfillment at or prior to the Closing of the following conditions, it
being understood that the Sellers may, in their sole discretion, waive any or
all of such conditions in whole or in part:

8.1 REPRESENTATIONS, ETC. Purchaser shall have performed in all
material respects the covenants and agreements contained in this Agreement that
are to be performed by Purchaser at or prior to the Closing, and the
representations and warranties of Purchaser contained in this Agreement shall
be true and correct as of the Closing Date with the same effect as though made
at such time (except as contemplated or permitted by this Agreement).

8.2 NO ADVERSE LITIGATION. No order or preliminary or permanent
injunction shall have been entered and no action, suit or other legal or
administrative proceeding by any court or governmental authority, agency or
other person shall be pending or threatened on the Closing Date which may have
the effect of (i) making any of the transactions contemplated hereby illegal,
(ii) materially adversely affecting the value of the assets or business of the
Companies or (iii) making the Sellers liable for the payment of a material
amount of damages to any person.

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<PAGE> 18
8.3 CLOSING DELIVERIES. The Sellers shall have received each of
the documents or items required to be delivered to them pursuant to Section 9.2
hereof.

8.4 OFFERING. Purchaser shall have consummated the Offering.

9. DOCUMENTS TO BE DELIVERED AT CLOSING

9.1 TO PURCHASER. At the Closing, there shall be delivered to
Purchaser:

(a) The Shares, together with duly executed stock powers,
in form satisfactory to Purchaser and its counsel;

(b) The Non-Competition Agreements;

(d) A certificate, signed by the chief executive officer
of each of the Companies, as to the fulfillment of the conditions set
forth in Sections 7.1 through 7.4 hereof;

(e) Opinion of counsel to the Companies and the
Shareholders, dated as of the Closing Date, in form reasonably
acceptable to Purchaser;

(f) A copy of all consents and approvals referred to in
Section 7.2 hereof;

(g) The corporate minute books and stock books of the
Companies; and

(h) All other items reasonably requested by Purchaser.

9.2 TO THE SHAREHOLDERS. At the Closing, there shall be delivered
to the Shareholders:

(a) The Dynamex Shares and the cash portion of the
purchase price as contemplated by Section 2.1 hereof;

(b) A certificate, signed by the President of Purchaser,
as to the fulfillment of the conditions set forth in Sections 8.1 and
8.2 hereof;

(d) An opinion of Purchaser's counsel, dated the Closing
Date, in form reasonably acceptable to the Sellers; and

(e) All other items reasonably requested by the Sellers.

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<PAGE> 19
10. SURVIVAL

All representations, warranties, covenants and agreements made by any
party to this Agreement or pursuant hereto shall be deemed to be material and
to have been relied upon by the parties hereto and shall survive the Closing
for a period of two years (provided, however, that the representations
contained in Section 3.9 and the covenants of the Shareholders contained in
Section 6.1(b) shall survive until the statute of limitations with respect to
tax matters expires; and provided further, that the representations contained
in the last sentence of Section 3.13 shall survive indefinitely). The
representations and warranties hereunder shall not be affected or diminished by
any investigation at any time by or on behalf of the party for whose benefit
such representations and warranties were made. All statements contained herein
or in any certificate, exhibit, list or other document delivered pursuant
hereto or in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties.

11. INDEMNIFICATION OF THE SHAREHOLDERS

Purchaser shall indemnify and hold the Shareholders harmless from,
against, for and in respect of:

(a) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and
encumbrances suffered, sustained, incurred or required to be paid by
the Shareholders because of the breach of any written representation,
warranty, agreement or covenant of Purchaser contained in or made in
connection with this Agreement;

(b) any and all liabilities, obligations, claims and
demands (other than the Excluded Liabilities) arising out of the
ownership and operation of the Companies on and after the Closing
Date, except to the extent the same arises from a breach of any
written representation, warranty, agreement or covenant of the
Companies or the Shareholders contained in or made in connection with
this Agreement; and

(c) all reasonable costs and expenses (including, without
limitation, attorneys' fees, interest and penalties) incurred by the
Shareholders in connection with any action, suit, proceeding, demand,
assessment or judgment incident to any of the matters indemnified
against in this Section 11.

12. INDEMNIFICATION OF PURCHASER

The Shareholders shall indemnify and hold Purchaser harmless from,
against, for and in respect of:

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<PAGE> 20
warranty, agreement or covenant of the Companies or the Shareholders
(as applicable) contained in or made in connection with this
Agreement;

(b) the Excluded Liabilities;

(c) any claims which arise out of or are based upon any
express or implied representation, warranty, agreement or guarantee
made by the Companies or alleged to have been made by the Companies or
its employees and agents prior to the Closing Date;

(d) any federal, state or local income or other tax (A)
payable with respect to the business, assets, properties or operations
of the Companies or the Shareholders or any member of any affiliated
group of which any of them is a member for any period prior to the
Closing Date or (B) incident to or arising as a consequence of the
negotiation or consummation by the Companies or the Shareholders or
any member of any affiliated group of which any of them is a member of
this Agreement and the transactions contemplated hereby;

(e) any liability or obligation under or in connection
with the Excluded Assets; and

(f) all reasonable costs and expenses (including, without
limitation, attorneys' fees, interest and penalties) incurred by
Purchaser in connection with any action, suit, proceeding, demand,
assessment or judgment incident to any of the matters indemnified
against in this Section 12.

13. GENERAL RULES REGARDING INDEMNIFICATION

(a) The obligations and liabilities of each indemnifying
party hereunder with respect to claims resulting from the assertion of
liability by the other party or indemnified third parties shall be
subject to the following terms and conditions:

(i) The indemnified party shall give prompt
written notice (which is no event shall exceed 20 days from the date
on which the indemnified party first became aware of such claim or
assertion) to the indemnifying party of any claim which might give
rise to a claim by the indemnified party against the indemnifying
party based on the indemnity agreements contained in Section 11 or 12
hereof, stating the nature and basis of said claims and the amounts
thereof, to the extent known;

(ii) If any action, suit or proceeding is brought
against the indemnified party with respect to which the indemnifying
party may have liability under the indemnity agreements contained in
Section 11 or 12 hereof, the action, suit or proceeding shall, upon
the written acknowledgement by the indemnifying party that is
obligated to indemnify under such indemnity agreement, be defended

20
<PAGE> 21
(including all proceedings on appeal or for review which counsel for
the indemnified party shall deem appropriate) by the indemnifying
party. The indemnified party shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel
shall be at the indemnified party's own expense unless the employment
of such counsel and the payment of such fees and expenses both shall
have been specifically authorized in writing by the indemnifying party
in connection with the defense of such action, suit or proceeding, in
which event the indemnifying party shall not have the right to direct
the defense of such action, suit or proceeding on behalf of the
indemnified party. The indemnified party shall be kept fully informed
of such action, suit or proceeding at all stages thereof whether or
not it is represented by separate counsel.

(iii) The indemnified party shall make available to
the indemnifying party and its attorneys and accountants all books and
records of the indemnified party relating to such proceedings or
litigation and the parties hereto agree to render to each other such
assistance as they may reasonably require of each other in order to
ensure the proper and adequate defense of any such action, suit or
proceeding.

(iv) The indemnified party shall not make any
settlement of any claims without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld
or delayed.

(v) If any claims are made by third parties
against an indemnified party for which an indemnifying party would be
liable, and it appears likely that such claims might also be covered
by the indemnified party's insurance policies, the indemnified party
shall make a timely claim under such policies and to the extent that
such party obtains any recovery from such insurance, such recovery
shall be offset against any sums due from an indemnifying party (or
shall be repaid by the indemnified party to the extent that an
indemnifying party has already paid any such amounts). The parties
acknowledge, however, that if an indemnified party is self-insured as
to any matters, either directly or through an insurer which assesses
retroactive premiums based on loss experience, then to the extent that
the indemnified party bears the economic burden of any claims through
self-insurance or retroactive premiums or insurance ratings, the
indemnifying party's obligation shall only be reduced by any insurance
recovery in excess of the amount paid or to be paid by the indemnified
party in insurance premiums.

(b) Except as herein expressly provided, the remedies
provided in Sections 11 through 13 hereof shall be cumulative and
shall not preclude assertion by any party of any other rights or the
seeking of any other rights or remedies against any other party
hereto.

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<PAGE> 22
(c) The aggregate amount of obligations and liabilities
imposed on the Sellers, on the one hand, or on Purchaser on the other,
by Sections 11 through 13 hereof shall be limited in each case to $3
million.

14. FAILURE TO CLOSE BECAUSE OF DEFAULT

In the event that the Closing is not consummated by virtue of a
material default made by a party in the observance or in the due and timely
performance of any of its covenants or agreements herein contained ("Default"),
the parties shall have and retain all of the rights afforded them at law or in
equity by reason of that Default. In addition, the Sellers and Purchaser
acknowledge that the Shares and the transactions contemplated hereby are
unique, that a failure by the Sellers or Purchaser to complete such
transactions will cause irreparable injury to the other, and that actual
damages for any such failure may be difficult to ascertain and may be
inadequate. Consequently, Purchaser and the Sellers agree that each shall be
entitled, in the event of a Default by the other, to specific performance of
any of the provisions of this Agreement in addition to any other legal or
equitable remedies to which the non-defaulting party may otherwise be entitled.
However, in no event (whether or not the non-defaulting party terminates this
Agreement pursuant to Section 16 of this Agreement) shall the non-defaulting
party be entitled to any consequential damages by reason of the other party's
Default. In the event any action is brought, the prevailing party shall be
entitled to recover court costs, arbitration expenses and reasonable attorneys'
fees.

15. TERMINATION RIGHTS

This Agreement may be terminated by either Purchaser or the Sellers,
if either such party is not then in Default, upon written notice to the other
upon the occurrence of any of the following:

(a) If the Closing has not occurred on or before August
15, 1996;

(b) If either party Defaults and such Default has not
been cured within 30 days of written notice of such Default by the
other party;

(c) Subject to the provisions of Sections 7 and 8 hereof,
by the Sellers or Purchaser if on the Closing Date any of the
conditions precedent to the obligations of Shareholders or Purchaser,
respectively, set forth in this Agreement have not been satisfied or
waived by such party; or

(d) By mutual consent of the Shareholders and Purchaser.

16. MISCELLANEOUS PROVISIONS

16.1 EXPENSES. Purchaser shall pay the fees and expenses incurred
by it in connection with the transactions contemplated by this Agreement and
the Shareholders shall pay the fees and

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<PAGE> 23
expenses incurred by him and the Companies in connection with the transactions
contemplated by this Agreement. Notwithstanding the foregoing, Purchaser shall
pay all fees, costs and expenses of Deloitte & Touche LLP in preparing their
audit report with respect to the Companies Financial Statements. If any action
is brought for breach of this Agreement or to enforce any provision of this
Agreement, the prevailing party shall be entitled to recover court costs,
arbitration expenses and reasonable attorneys' fees.

16.2 AMENDMENT. This Agreement may be amended at any time but only
by an instrument in writing signed by the parties hereto.

16.3 NOTICES. All notices and other communications delivered
hereunder shall be in writing and shall be deemed given if delivered personally
or upon actual receipt if mailed by certified mail, return receipt requested or
delivered by nationally recognized "next-day" delivery service, to the parties
at the addresses set forth below:

If to the Companies or the Shareholders:

Norman Koppel Joe Garcia
9250 Ivanhoe --------------------------------
Schiller Park, Illinois 60176 --------------------------------
Telephone: (847) 671-4000 Telephone: (312) 227-4900

with a copy to:

Max Bartelstein
Blackman Kallick Bartelstein
300 S. Riverside Plaza
Chicago, Illinois 60606
Telephone: (312) 207-1040
Telecopy: (312) 207-1066

and to:

James R. Madler
350 N. LaSalle
Chicago, Illinois 60610
Telephone: (312) 464-9200
Telecopy: (312) 464-9209

Paul Miller
Sonnenschein Nath & Rosenthal
Suite 8000, Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 876-8074
Telecopy: (312) 876-7934

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<PAGE> 24
If to Purchaser:

Dynamex Inc.
One Galleria Tower
13355 Noel Road, Suite 1650
Dallas, Texas 75240
Attention: Robert P. Capps
Telephone: (214) 960-4859
Telecopy: (214) 960-4833

with a copy to:

Crouch & Hallett, L.L.P.
717 N. Harwood, Suite 1400
Dallas, TX 75201
Attention: Lance M. Hardenburg
Telephone: (214) 922-4167
Telecopy: (214) 953-3154

or such other address or addresses as any party shall have designated by notice
to each other party in accordance with this Section 16.3.

16.4 ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, heirs and
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the others; provided, however, that Purchaser may
assign its rights under this Agreement to any of its subsidiaries or affiliated
corporations.

16.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

16.6 HEADINGS. The headings of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof.

16.7 ENTIRE AGREEMENT. This Agreement and the documents referred
to herein contain the entire understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties, conveyances or undertaking other than those expressly set forth
herein. This Agreement supersedes any prior agreements and understandings
between the parties with respect to the subject matter.

16.8 WAIVER. No attempted waiver of compliance with any
provision or condition hereof, or consent pursuant to this Agreement, will be
effective unless evidenced by an

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<PAGE> 25
instrument in writing by the party against whom the enforcement of any such
waiver or consent is sought.

16.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

16.10 ASSERTION OF CLAIMS AGAINST THE COMPANIES. In any
proceeding by Purchaser to assert or prosecute any claims under, or to
otherwise enforce, the Agreement, each of the Shareholders agrees that he shall
not assert as a defense or bar to recover, and hereby waives any right to so
assert such defense or bar such recovery, that (a) prior to Closing the
Companies shall have had knowledge of the circumstances giving rise to the
claim being pursued by it; (b) prior to Closing, the Companies engaged in
conduct or took action that caused or brought about the circumstances giving
rise to its claim, or otherwise contributed thereto; or (c) such Shareholder
has a right of contribution from any of the Companies to the extent that there
is any recovery against him.

16.11 FRANCHISE TAXES OF THE COMPANIES. Liability for state
corporate franchise taxes assessed on the Shares payable with respect to the
tax year in which the Closing Date falls shall be prorated as between the
Shareholders and Purchaser on the basis of the number of days of the tax year
elapsed to and including such date. To the extent possible, such proration
shall be made on the Closing Date based upon estimates of such franchise tax
(without giving effect to any changes in the tax rate or amount due as a result
of actions by the Companies or Purchaser after the Closing.

16.12 SEVERABILITY. The event that any of the provisions
contained in this Agreement is held to be invalid, illegal or unenforceable
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provisions had not been
contained herein.

16.13 INTENDED BENEFICIARIES. The rights and obligations
contained in this Agreement are hereby declared by the parties hereto to have
been provided expressly for the exclusive benefit of such entities as set forth
herein and shall not benefit, and do not benefit, any unrelated third parties.

16.14 MUTUAL CONTRIBUTION. The parties to this Agreement and
their counsel have mutually contributed to its drafting. Consequently, no
provision of this Agreement shall be construed against any party on the ground
that such party drafted the provision or caused it to be drafted or the
provision contains a hard page covenant of such party.

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<PAGE> 26
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

DYNAMEX INC.

By: /s/ ROBERT P. CAPPS
----------------------------------
Robert P. Capps
Vice President Finance and
Corporate Development

NSK ENTERPRISES, INC. ATTENTION MESSENGER SERVICE OF
ILLINOIS, INC.

By: /s/ NORMAN KOPPEL By: /s/ NORMAN KOPPEL
--------------------------------- ----------------------------------
Norman Koppel Norman Koppel
President President

SEKO ENTERPRISES, INC. METRO MESSENGER SERVICE, INC.

By: /s/ NORMAN KOPPEL By: /s/ NORMAN KOPPEL
---------------------------------- ----------------------------------
Norman Koppel Norman Koppel
President President

SHAREHOLDERS:

/s/ NORMAN KOPPEL
-------------------------------------
Norman Koppel

/s/ JOE GARCIA
-------------------------------------
Joe Garcia

<PAGE> 1

EXHIBIT 2.4

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of the 3rd
day of June, 1996, is by and among Dynamex Inc., a Delaware corporation
("Purchaser"); Express It Inc., a New York corporation ("Express It");
Express-It Acquisition Company, L.L.C., a New York limited liability company
and majority owned by Express It ("Acquisition"); Barry J. Steingard
("Steingard"); and William Castor ("Castor," and together with Steingard, the
"Shareholders").

W I T N E S S E T H:

WHEREAS, Southbank Courier Inc., a New York corporation and, as of
June 10, 1996, a wholly owned subsidiary of Acquisition ("Southbank"), is
engaged in the ground courier messenger business (the "Business"); and

WHEREAS, the Shareholders own all of the capital stock of Express It;
and

WHEREAS, the Shareholders and Express It collectively are all of the
members of Acquisition, which shall own, as of June 10, 1996, all of the
capital stock (the "Shares") of Southbank; and

WHEREAS, Acquisition desires to sell Southbank to Purchaser; and

WHEREAS, the Shareholders wish to grant Purchaser an option to
purchase the outstanding capital stock of Express It;

1. PURCHASE AND SALE OF SHARES

1.1 PURCHASE AND SALE OF SHARES. Upon the terms and subject to
the conditions set forth in this Agreement, at the Closing (as defined in
Section 2.2 hereof), Acquisition shall assign, transfer, convey and deliver to
Purchaser, and Purchaser shall purchase from Acquisition, all right, title and
interest in and to the Shares, free and clear of all liens, security interests,
charges, encumbrances and rights of others.

1.2 NOTE. Prior to the execution of this Agreement, Acquisition,
for value received, issued a Line of Credit Promissory Note dated May 24, 1996
(the "Note"), to Purchaser. The aggregate outstanding principal amount of the
Note as of the date hereof is $150,000; $80,000 of the outstanding principal
amount of the Note is being issued in exchange for funds advanced to
Acquisition concurrent with the execution of this Agreement. At the Closing,
$150,000 of the purchase price for the Shares described in Section 2.1 hereof
(the "Purchase Price") shall
<PAGE> 2
be applied to the payment of the unpaid principal amount of the Note as of the
Closing Date (as defined).

1.3 AGENCY AND SUPPORT AGREEMENT. At the Closing, Purchaser and
Express It shall enter into an agency and support agreement in the form of
Exhibit A hereto (the "Agency and Support Agreement").

1.4 ESCROW AGREEMENT. At the Closing, Purchaser and Acquisition
shall enter into an escrow agreement in the form of Exhibit B hereto (the
"Escrow Agreement," and together with this Agreement and the Agency and Support
Agreement, the "Transaction Documents"). Acquisition and Purchaser are
entering into the Escrow Agreement to secure Acquisition's performance of
certain obligations under a promissory note issued to the former owners of
Southbank (the "Southbank Note") in accordance with the Southbank Agreement (as
defined). The amount of funds held in escrow shall be used to pay down the
outstanding principal under the Southbank Note in accordance with the Escrow
Agreement.

1.5 ASSETS OF THE COMPANIES; EXCLUDED ASSETS AND EXCLUDED
LIABILITIES.

(a) At the time of the Closing, the assets owned by
Southbank (the "Assets") will consist of all tangible and intangible
assets of Southbank that relate to the Business conducted by them,
including but not limited to all accounts receivable, cash and cash
equivalents, prepaid expenses, fixed assets, inventory and supplies,
leases and leasehold improvements, customer lists, trademarks,
tradenames, software programs and contract rights.

(b) Notwithstanding anything to the contrary in this
Agreement, the assets designated as excluded assets on Schedule 1
attached hereto and made a part hereof (the "Excluded Assets") and the
liabilities designated as excluded liabilities on Schedule 2 attached
hereto and made a part hereof (the "Excluded Liabilities") shall not
be owned or owed, respectively, by Southbank at the time of the
Closing.

1.6 OPTION TO PURCHASE EXPRESS IT. The Shareholders hereby grant
to Purchaser the option to purchase all of the outstanding capital stock of
Express It during the 18 months following the Closing for the total
consideration of $3,250,000, payable in that number of shares of the common
stock, $.01 par value (the "Common Stock"), of Purchaser having an aggregate
share price equal to $3,250,000, based upon the price at which such shares are
initially offered to the public in the initial public offering (the "Offering")
of the Common Stock. The purchase will be effected through a tax-free merger
on terms mutually agreeable to the parties, with representations and warranties
substantially similar to those contained in this Agreement, including an
adjustment to the purchase price if Express It, as of the date of the closing
of such merger, has any funded debt or has adjusted working capital greater or
less than $300,000. The foregoing option shall terminate on the earlier to
occur of (i) termination of this Agreement in accordance with Section 14
hereof, or (ii) December 3, 1997.

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<PAGE> 3
2. CONSIDERATION; CLOSING

2.1 THE PURCHASE PRICE FOR THE SHARES. The Purchase Price to be
received by Acquisition in exchange for the Shares shall be $2,500,000, payable
at the Closing as follows:

(a) an amount of cash equal to the outstanding principal
amount of the Southbank Note as of the Closing Date shall be placed
into an escrow account in accordance with the Escrow Agreement;

(b) $150,000 shall be applied to prepay the unpaid
principal amount of the Note; and

2.3 CLOSING PROCEDURE. At the Closing, Acquisition shall deliver
to Purchaser stock certificates duly endorsed to Purchaser and representing the
Shares, in form sufficient to vest record and beneficial title fully in
Purchaser to the Shares. Purchaser shall issue and deliver to Acquisition the
cash portion of the Purchase Price and provide evidence that the Note has been
paid in full, as described in Section 2.1 above. The Purchaser, Express It and
Acquisition (as applicable) will execute and deliver the Transaction Documents.
Each party will cause to be prepared, executed and delivered all other
documents required to be delivered by such party pursuant to Article 8 hereof
and all other appropriate and customary documents as another party or its
counsel may reasonably request for the purpose of consummating the transactions
contemplated by this Agreement. All actions taken at the Closing shall be
deemed to have been taken simultaneously at the time the last of any such
actions is taken or completed.

2.4 POST-CLOSING PURCHASE PRICE ADJUSTMENT.

(a) No later than 30 days after the Closing Date,
Purchaser shall prepare and deliver to Acquisition an unaudited
consolidated balance sheet of Southbank as of the Closing Date (the
"Closing Balance Sheet") prepared in accordance with generally
accepted accounting principles used to prepare the Southbank Financial
Statements (as defined). Acquisition hereby agrees that all accrued
vacation, sick and personal days or other related obligations as of
the Closing Date owing to or accrued for the benefit of the employees
of Southbank, as determined in accordance with this Section 2.4, shall
be an offset to the Adjusted Working Capital of Southbank as of the
Closing Date. The Purchaser shall promptly make available to
Acquisition and its accountants all work papers and other pertinent
information used in connection therewith.

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<PAGE> 4
(b) Within 30 days after the Closing Balance Sheet is
delivered to Acquisition pursuant to subsection (a) above, Acquisition
shall complete its examination thereof and shall deliver to Purchaser
either (i) a written acknowledgment accepting the Closing Balance
Sheet or (ii) a written report (the "Objection Report") setting forth
in reasonable detail any proposed objections to the Closing Balance
Sheet. A failure by Acquisition to deliver the Objection Report
within the required 30-day period shall constitute its acceptance of
the calculations set forth in the Closing Balance Sheet.

(c) During a period of 20 days following the receipt by
Purchaser of the Objection Report, Acquisition and Purchaser shall
attempt to resolve any differences they may have with respect to the
matters raised in the Objection Report. In the event Acquisition and
Purchaser fail to agree on any of the Acquisition's proposed
adjustments contained in the Objection Report within such 20-day
period, then the parties will request that the New York City office of
KPMG Peat Marwick, LLP, certified public accountants ("Independent
Auditors"), make the final determination with respect to the
correctness of the proposed adjustments in the Objection Report in
light of the terms and provisions of this Agreement. Each of the
parties hereto represents and warrants that such party has not engaged
the Independent Auditors and that the Independent Auditors are not
affiliated with such party, and such party further agrees not to
engage the Independent Auditors until such time as any post-closing
price adjustment has been determined. The decision of the Independent
Auditors shall be final and binding on the parties. The costs and
expenses of the Independent Auditors and their services rendered
pursuant to this subsection shall be borne equally by Acquisition and
the Purchaser.

(d) If, after finalization of the Closing Balance Sheet
(which shall be deemed to mean either the acceptance by Acquisition of
the Closing Balance Sheet in accordance with Section 2.4(b) above or,
if Acquisition delivers an Objection Report, upon receipt by Purchaser
and Acquisition of the written final determination rendered pursuant
to Section 2.4(c) concerning the resolution of the matters raised in
the Objection Report pursuant to Section 2.4(c) above),

(i) the Adjusted Working Capital (as defined herein)
of Southbank as set forth on the Closing Balance Sheet is less
than $300,000, and/or

(ii) Southbank has any funded indebtedness as of the
Closing Date,

then the Purchase Price shall be immediately reduced, effective as of
the Closing Date, by the sum of (A) the amount of such deficiency in
the Adjusted Working Capital and (B) the amount of any funded
indebtedness of Southbank as of the Closing Date. If, on the other
hand, the Adjusted Working Capital set forth on the Closing Balance
Sheet (after its finalization) is greater than $300,000, then the
Purchase Price shall be immediately increased, effective as of the
Closing Date, by the amount of such excess in the Adjusted Working
Capital. Any adjustments to the Purchase Price made in accordance
with this Section 2.4(d) shall be payable to Acquisition or Purchaser
(as

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<PAGE> 5
appropriate) in the form of cash. For purposes of this Agreement,
"Adjusted Working Capital" shall mean the combined current assets less
combined current liabilities of Southbank, computed in accordance with
generally accepted accounting principles, but after giving effect to
the exclusion of the Excluded Assets and to the elimination of all
accounts receivable which are more than 90 days old as of the Closing
Date; provided, that any such accounts receivable that are eliminated
from Southbank's current assets as of the Closing Date shall be
assigned to Acquisition. The parties agree that the purpose of this
Section 2.4 is to insure that as of the time of Closing (i) the
Adjusted Working Capital of Southbank is equal to $300,000 and (ii)
the amount of funded indebtedness of Southbank is equal to zero.

3. REPRESENTATIONS AND WARRANTIES OF ACQUISITION AND EXPRESS IT

Acquisition and Express It hereby represent and warrant to Purchaser
that, except as qualified by the Disclosure Schedule attached as Schedule 3
hereto and made a part hereof (the "Sellers' Disclosure Schedule") or as set
forth in the Southbank Agreement and the exhibits and schedules thereto:

3.1 ORGANIZATION; GOOD STANDING. Each of Express It and Southbank
is a corporation, duly incorporated, validly existing and in good standing
under the laws of the state of its incorporation. Acquisition is a limited
liability company, duly organized, validly existing and in good standing under
the laws of the state of its organization. Southbank has all requisite
corporate power and authority to own and lease its properties and assets and to
carry on its business as currently conducted. Southbank does not have any
subsidiaries nor any equity, profit sharing, participation or other ownership
interest (including any general partnership interest) in any corporation,
partnership, limited partnership or other entity. Southbank is duly qualified
and licensed to do business and is in good standing in all jurisdictions where
such qualification is required, a list of which is set forth on the Sellers'
Disclosure Schedule.

3.2 DUE AUTHORIZATION; EXECUTION AND DELIVERY. Each of the
Shareholders has full power and authority to enter into and perform the
Transaction Documents to which he is a party Agreement and to carry out the
transactions contemplated thereby. Each of Express It and Acquisition has full
corporate power and authority to enter into and perform the Transaction
Documents to which it is a party and to carry out the transactions contemplated
thereby. This Agreement constitutes the legal, valid and binding obligation of
Acquisition, Express It and each Shareholder, enforceable against it or him in
accordance with its terms, except as may be limited by the availability of
equitable remedies or by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally. Neither the
execution and delivery by Acquisition, Express It or a Shareholder of the
Transaction Documents to which he or it is a party nor the consummation of the
transactions contemplated thereby will: (i) conflict with or result in (A) a
breach of Southbank's articles of incorporation or bylaws, (B) a breach of
Express It's articles of incorporation or bylaws or (C) a breach of
Acquisition's charter documents, (ii) violate any statute, law, rule or
regulation or any order, writ, injunction or decree of any court or
governmental authority, which violation, either individually or in the

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<PAGE> 6
aggregate, might reasonably be expected to have a material adverse effect on
the business or operations of Southbank or Purchaser's ownership of the Shares,
or (iii) violate or conflict with or constitute a default under (or give rise
to any right of termination, cancellation or acceleration under), or result in
the creation of any lien on the Shares or any of the properties or assets of
Southbank pursuant to any material agreement, indenture, mortgage or other
instrument to which Acquisition, Express It or a Shareholder is a party or by
which their respective assets may be bound or affected.

3.3 GOVERNMENTAL CONSENTS. No approval, authorization, consent,
order or other action of, or filing with, any governmental authority or
administrative agency is required in connection with the execution and delivery
by Acquisition, Express It or the Shareholders of the Transaction Documents to
which he or it is a party or the consummation of the transactions contemplated
thereby. Except as set forth in the Sellers' Disclosure Schedule, no approval,
authorization or consent of any other third party is required in connection
with the execution and delivery by the Acquisition, Express It or the
Shareholders of the Transaction Documents to which he or it is a party and the
consummation of the transactions contemplated thereby.

3.4 TRANSACTIONS WITH AFFILIATES. At the time of the Closing,
none of Southbank's respective shareholders, officers, or directors or any of
foregoing persons' Affiliates (as defined herein) will have any interest in or
will own any property or right used principally in the conduct of the Business.
The term "Affiliate" shall mean Acquisition, Express It, the Shareholders or
any of Southbank's officers and directors, any partner of any such person, or
any member of the immediate family (including brother, sister, descendant,
ancestor or in-law) of any such person, or any corporation, partnership, trust
or other entity in which any such person or any such family member has a
substantial interest or is a director, officer, partner or trustee.

3.5 TITLE TO ASSETS. As of the Closing, Southbank shall be the
sole and exclusive legal owner of all right, title and interest in, and has
good and marketable title to, all of the Assets (other than the Excluded
Assets) that it purports to own, free and clear of liens, claims and
encumbrances except (i) liens, claims and encumbrances to be released at
Closing and (ii) liens for taxes not yet payable. At the Closing, the Assets
to be indirectly acquired by Purchaser through its ownership of the Shares will
consist of all tangible and intangible assets of Southbank relating to the
Business, including by way of example and not of limitation, the following (to
the extent owned by Southbank):

(a) accounts, notes receivable and items of prepaid
expense relating to Southbank's operations;

(b) fixtures, equipment, tools, inventories of supplies,
spare parts, furniture, office equipment and other tangible assets and
property used in business operations;

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<PAGE> 7
(d) tradenames, trademarks and service marks;

(e) all books and records related to Southbank, the
Assets or the operation of the Business, including all financial,
accounting and tax records, computer data and programs, and records
and all correspondence with and documents pertaining to suppliers,
governmental authorities and other third parties;

(f) client records; and

(g) state and regulatory licenses as required to conduct
the Business.

3.6 REAL ESTATE. As of June 10, 1996:

(a) Southbank does not own, nor has it ever owned, any
real property. With respect to Southbank's leased real property (the
"Real Estate"), (i) applicable zoning ordinances permit the operation
of the Business at the Real Estate, (ii) Southbank has all easements
and rights, including easements for all utilities, services, roadways
and other means of ingress and egress, necessary to operate the
Business as heretofore operated, and (iii) to the knowledge of
Acquisition or Express It, neither the whole nor any portion of the
Real Estate has been condemned, requisitioned or otherwise taken by
any public authority, and no notice of any such condemnation,
requisition or taking has been received. To the knowledge of
Acquisition or Express It, no such condemnation, requisition or taking
is threatened or contemplated, and there are no pending public
improvements which may result in special assessments against or which
may otherwise affect the Real Estate.

(b) Southbank has not received notice of, or has actual
knowledge of, any material violation of any zoning, building, health,
fire, water use or similar statute, ordinance, law, regulation or code
in connection with the Real Estate.

(c) Southbank has not received notice of, or has actual
knowledge of, any hazardous or toxic material (as hereinafter defined)
existing in any structure located on, or existing on or under the
surface of, any of the Real Estate which is, in any case, in material
violation of applicable environmental law. For purposes of this
Section, "hazardous or toxic material" shall mean waste, substance,
materials, smoke, gas or particulate matter designated as hazardous,
toxic or dangerous under any environmental law. For purposes of this
Section, "environmental law" shall included the Comprehensive
Environmental Response Compensation and Liability Act, the Clean Air
Act, the Clean Water Act and any other applicable federal, state or
local environmental, health or safety law, rule or regulation relating
to or imposing liability or standards concerning or in connection with
hazardous, toxic or dangerous waste, substance, materials, smoke, gas
or particulate matter.

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<PAGE> 8
3.7 CONDITION OF ASSETS. As of June 10, 1996:

(a) All of the fixed assets of Southbank viewed as a
whole and not on an asset by asset basis are in working order,
ordinary wear and tear excepted, and are suitable for the uses for
which intended, free from any known defects except such minor defects
as do not substantially interfere with the continued use thereof.
Southbank has in force such insurance of their properties and
operations as is set forth on the Sellers' Disclosure Schedule.

(b) The accounts receivable of Southbank as set forth in
the Southbank Financial Statements (as defined in Section 3.14) and
arising since the date thereof (i) have been incurred in the ordinary
course of business, (ii) have arisen solely out of the bona fide
performance of services and other business transactions in the
ordinary course of business consistent with past practice, (iii) to
the actual knowledge of Acquisition or Express It and Southbank, are
not subject to valid defenses, set-offs or counterclaims, and (iv) are
collectible within 90 days after billing at the full recorded amount
thereof less a reasonable allowance for collection losses; provided,
that Acquisition and Express It shall not be liable for breach of this
Agreement if such receivables are not actually collected within 90
days from billing.

3.8 GOVERNMENTAL LICENSES. The Sellers' Disclosure Schedule lists
and accurately describes all licenses, permits, orders, approvals,
authorizations and filings issued to Southbank by a governmental or regulatory
authority in connection with the lawful ownership and operation of the
businesses of Southbank (the "Governmental Licenses"), except where the failure
to hold such Governmental Licenses would not have a material adverse effect on
Southbank. Southbank has furnished to Purchaser true and accurate copies of
all such Governmental Licenses, and each Governmental License is in full force
and effect and is valid under applicable federal, state and local laws.

3.9 TAXES. All tax reports and returns relating to Southbank's
assets and operations (including sales, use, income, property, franchise and
employment taxes) due on or before June 10, 1996 shall have been filed with the
appropriate federal, state and local governmental agencies, and Southbank
and/or Acquisition (as applicable) shall have paid all taxes, penalties,
interest, deficiencies, assessments or other charges due as reflected on the
filed returns or claimed to be due by such federal, state or local taxing
authorities (other than taxes, deficiencies, assessments or claims which are
being contested in good faith and which in the aggregate are not material). As
of the Closing, there shall be no examinations or audits pending or unresolved
examinations or audit issues with respect to Southbank's federal, state or
local tax returns. All additional taxes, if any, assessed as a result of such
examinations or audits shall have been paid prior to Closing. As of the
Closing, there shall be no pending claims or proceedings relating to, or
asserted for, taxes, penalties, interest, deficiencies or assessments against
Southbank. Acquisition has delivered to the Purchaser true, accurate and
complete copies of all tax returns and filings made by Southbank in the last
three years and any related correspondence from it, its shareholders or the
applicable taxing authority relating to such returns and filings.

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<PAGE> 9
3.10 LITIGATION. As of June 10, 1996, there is no order of any
court, governmental agency or authority and no action, suit, proceeding or
investigation, judicial, administrative or otherwise, of which Acquisition or
Express It have actual knowledge that is pending or threatened against or
affecting Southbank which, if adversely determined, might materially and
adversely affect the business, operations, properties, assets or conditions
(financial or otherwise) of Southbank or which challenges the validity or
propriety of any of the transactions contemplated by this Agreement or
Purchaser's ownership of the Shares.

3.11 REPORTS AND GOVERNMENTAL COMPLIANCE. As of June 10, 1996,
Southbank has duly filed all reports required to be filed by law or applicable
rule, regulation, order, writ or decree of any court, governmental commission,
body or instrumentality and has made payment of all charges and other payments,
if any, shown by such reports to be due and payable, in each case as is
material to the Business.

3.12 EMPLOYEE BENEFIT PLANS; LABOR CONTROVERSIES. The Sellers'
Disclosure Schedule and the schedules to the Southbank Agreement set forth all
liabilities of Southbank under ERISA or similar laws with respect to employee
benefit plans. There are no labor disputes of a material nature pending
between Southbank, on the one hand, and any of its employees, on the other
hand, and there are no known organizational efforts presently being made
involving any of such employees. Southbank has complied in all material
respects with all laws relating to the employment of labor, including any
provisions thereof relating to wages, hours, collective bargaining and the
payment of social security and other taxes, and is not liable for any material
arrearages of wages or any taxes or penalties for failure to comply with any of
the foregoing.

3.13 CAPITALIZATION. All of the issued and outstanding shares of
the capital stock of Southbank have been duly authorized and validly issued and
are fully paid and nonassessable, and (as of June 10, 1996 and the Closing)
will be owned of record and beneficially by Acquisition. There are no shares
of capital stock of Southbank held in treasury. There is no outstanding
subscription, contract, option, warrant, call or other right obligating
Southbank to issue, sell, exchange or otherwise dispose of, or to purchase,
redeem or otherwise acquire, shares of, or securities convertible into or
exchangeable for, capital stock of Southbank. As of June 10, 1996 and the
Closing, Acquisition shall be the lawful, sole and beneficial owner of the
Shares, free and clear of all liens, claims and encumbrances of every kind,
and, at the Closing, Acquisition will convey to Purchaser good and indefeasible
title to the Shares.

3.14 FINANCIAL STATEMENTS AND RECORDS OF THE COMPANIES.

(a) Southbank has delivered to Purchaser true, correct
and complete copies of the following financial statements (the
"Southbank Financial Statements"): (i) the consolidated pro forma
balance sheet (the "1995 Balance Sheet") of Southbank as of December
31, 1995, and (ii) the related statements of income and changes in
shareholders' equity for the twelve months then ended, accompanied by
the report of Deloitte & Touche LLP with respect thereto.

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<PAGE> 10
(b) The Southbank Financial Statements present fairly the
assets, liabilities and financial position of Southbank as of the
dates thereof and the results of operations thereof for the periods
then ended and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis with
prior periods. The books and records of Southbank have been and are
being maintained in accordance with good business practice, reflect
only valid transactions, are complete and correct in all material
respects and present fairly in all material respects the basis for the
financial position and results of operations of Southbank set forth in
the Southbank Financial Statements.

3.15 ABSENCE OF CERTAIN CHANGES. Since December 31, 1995,
Southbank has not (i) suffered any change in its financial condition or results
of operations other than changes in the ordinary course of business that,
individually or in the aggregate, have had a material adverse effect on each
such company, (ii) acquired or disposed of any asset, or incurred, assumed,
guaranteed or endorsed any liability or obligation, or subjected or permitted
to be subjected any material amount of assets to any lien, claim or encumbrance
of any kind, except in the ordinary course of business or as contemplated by
this Agreement or the Southbank Agreement, (iii) entered into or terminated any
Material Contract (as defined in Section 3.17), or agreed or made any material
changes in any Material Contract, other than renewals and extensions thereof in
the ordinary course of business, (iv) declared, paid or set aside for payment
any dividend or distribution with respect to its capital stock, other than as
set forth on the Sellers' Disclosure Schedule, (v) entered into any collective
bargaining, employment, consulting, compensation or similar agreement with any
person or group or (vi) entered into, adopted or amended any employee benefit
plan. At all times from June 10, 1996 through the Closing Date, Express It
will cause Southbank to be operated in the ordinary course of business, except
for such changes as are contemplated by this Agreement.

3.16 MATERIAL UNDISCLOSED LIABILITIES. As of the Closing Date,
other than as set forth on the Southbank Financial Statements or the Sellers'
Disclosure Schedule, there are no liabilities or obligations of Southbank of a
nature required to be disclosed on financial statements prepared in accordance
with generally accepted accounting principles, other than normal recurring
liabilities incurred in the ordinary course of business.

3.17 CONTRACTS AND AGREEMENTS. The Sellers' Disclosure Schedule
contains a list, complete and accurate in all material respects, of all of the
following categories of contracts and agreements to which Southbank is bound at
the date hereof: (i) employee benefit plans, employment, consulting or similar
contracts, (ii) contracts that involve remaining aggregate payments by
Southbank that are material to the business of Southbank taken as a whole or
which have a remaining term in excess of one year, (iii) insurance policies,
and (iv) other contracts not made in the ordinary course of business
(collectively the "Material Contracts"). Southbank is not in default with
respect to any of the Material Contracts.

3.18 TRADE PAYABLES. The trade payables of Southbank have arisen
in the ordinary course of their business and are consistent (in both amount and
type) with past practices. All

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outstanding trade payables as of June 10, 1996 and as of the Closing Date
relate to invoices that have been billed to Southbank no more than 30 days from
such date.

3.19 COMPLETENESS OF DISCLOSURE. No representation or warranty by
either of Express It or Acquisition in this Agreement nor any certificate,
schedule, statement, document or instrument furnished or to be furnished to
Purchaser pursuant hereto, or in connection with the negotiation, execution or
performance of this Agreement, contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not misleading.

3.20 FINDERS AND BROKERS. All negotiations relative to this
Agreement and the transactions contemplated hereby have been carried on by
Acquisition directly with the Purchaser. No person has as a result of any
agreement or action of Southbank, Express It, Acquisition or the Shareholders
any valid claim against any of the parties hereto for a brokerage commission,
finder's fee or other like payment.

3.21 FUNDED DEBT. Southbank will have no funded indebtedness as of
the Closing.

4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Acquisition as follows:

4.2 DUE AUTHORIZATION. Purchaser has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of the Transaction Documents and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of Purchaser. This
Agreement has been duly executed and delivered by Purchaser and constitutes the
legal, valid and binding obligation of it, enforceable against it in accordance
with its respective terms, except as may be limited by the availability of
equitable remedies or by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally.

4.3 EXECUTION AND DELIVERY. The execution and delivery by
Purchaser of the Transaction Documents and the consummation of the transactions
contemplated hereby and thereby will not: (i) conflict with or result in a
breach of the certificate of incorporation or bylaws of Purchaser, (ii) violate
any law, statute, rule or regulation or any order, writ, injunction or decree
of any court or governmental authority, or (iii) violate or conflict with or
constitute a default under (or give rise to any right of termination,
cancellation or acceleration under) any indenture, mortgage, lease, contract or
other instrument to which Purchaser is a party or by which it is bound or
affected.

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<PAGE> 12
4.4 FINDERS AND BROKERS. All negotiations relative to this
Agreement and the transactions contemplated hereby have been carried on by
Purchaser directly with Express It and Southbank. No person has as a result of
any agreement or action of the Purchaser any valid claim against any of the
parties hereto for a brokerage commission, finder's fee or other like payment.

4.5 INVESTMENT REPRESENTATION. Purchaser represents, covenants
and agrees that it is acquiring the Shares for its own account for investment
and not with a view to the sale or distribution thereof, except in compliance
with the Securities Act of 1933, as amended (the "Act"), pursuant to a
registration statement filed under the Act or an applicable exemption from the
registration requirements thereof, and in compliance with applicable state
securities laws.

5. CERTAIN COVENANTS AND AGREEMENTS

Acquisition and Express It (subject to the provisions of Section 15.10
hereof) covenant and agree that, from and after June 10, 1996 to and including
the Closing Date (and thereafter as reflected below), they shall cause
Southbank to comply with the covenants set forth below, and Purchaser covenants
and agrees that it shall similarly comply with said covenants to the extent
applicable to it.

5.1 ACCESS. Upon reasonable notice, Southbank will give to
Purchaser and its counsel, accountants and other authorized representatives,
full access during reasonable business hours to all of Southbank's properties,
books, contracts, documents and records and shall furnish Purchaser with all
such information concerning their affairs, including financial statements, as
the other may reasonably request in order that Purchaser may have full
opportunity to make such reasonable investigations as it shall desire for the
purpose of verifying the performance of and compliance with the
representations, warranties, covenants and the conditions contained herein or
for other purposes reasonably related to the transactions contemplated hereby.
Southbank and the Shareholders will take all action necessary to enable
Purchaser, its counsel, accountants and other representatives to discuss the
affairs, properties, business, operations and records of Southbank at such
times and as often as the Purchaser may reasonably request with executives,
independent accountants and counsel of Southbank, Express It and Acquisition.
In the event that the Closing does not occur and this Agreement is terminated,
Express It, Acquisition and the Shareholders, on the one hand, and Purchaser,
on the other, shall (i) maintain the confidentiality of all information
obtained from the other party in connection herewith, except for such
information as is in the public domain, (ii) not use any such information so
obtained to the detriment or competitive disadvantage of the other party, and
(iii) promptly return copies of all books, records, contracts and any other
documentation of the other delivered to such party pursuant to the transactions
contemplated hereby.

5.2 BEST EFFORTS. Southbank, on the one hand, and Purchaser, on
the other, shall take all reasonable action necessary to consummate the
transactions contemplated by this Agreement and will use all necessary and
reasonable means at their disposal to obtain all necessary consents and
approvals of other persons and governmental authorities required to enable it
to consummate

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<PAGE> 13
the transactions contemplated by this Agreement. Each party shall make all
filings, applications, statements and reports to all governmental agencies or
entities which are required to be made prior to the Closing Date by or on its
behalf pursuant to any statute, rule or regulation in order to consummate the
transactions contemplated by this Agreement, and copies of all such filings,
applications, statements and reports shall be provided to the other.

5.3 PUBLIC ANNOUNCEMENTS. Prior to the Closing Date, all notices
to third parties and other publicity relating to the transaction contemplated
by this Agreement shall be jointly planned and agreed to by Acquisition and
Purchaser; provided, however, that any required public disclosures related to
any regulatory or governmental filing or requirement may be made by Purchaser,
after reasonable advance notice to Acquisition, without Acquisition's consent.

5.4 ORDINARY COURSE OF BUSINESS. Except as contemplated by this
Agreement, during the period from the execution and delivery of this Agreement
through the Closing Date, Southbank shall (i) conduct its operations in the
ordinary course of business consistent with past and current practices, (ii)
use reasonable best efforts to maintain and preserve intact its goodwill and
business relationships, (iii) not enter into any agreement which involves the
payment by Southbank of an aggregate amount exceeding $10,000, or which has a
term exceeding one year or (iv) take any action which would cause any
representation contained in Article 3 to be untrue as of the Closing Date.

5.5 COLLECTION OF ACCOUNTS RECEIVABLE. After the Closing Date,
Purchaser shall cause Southbank to use their commercially reasonable best
efforts consistent with Southbank's past practices to collect in a timely
manner the full recorded amount of Southbank's accounts receivable. In
addition, Purchaser agrees that it will not unreasonably interfere with
Southbank's collection efforts of such receivables.

5.6 DUE DILIGENCE. Purchaser and the Shareholders hereby agree to
use their best reasonable efforts to enable Purchaser to complete a due
diligence review of Express It to Purchaser's satisfaction (including providing
access to books, records and facilities in the manner contemplated in Section
5.1) and to enable Purchaser's auditors to complete an audit of Express It's
financial statements as required by Rule 3.05 of Regulation S-X; provided, that
no such obligation shall exist for periods prior to January 1, 1996. Any such
audits or reviews shall be at Purchaser's sole expense.

5.7 SOUTHBANK AGREEMENT. Purchaser hereby agrees that it shall
not take any action that will breach the Southbank Agreement; provided, that
Purchaser shall not have any duty or obligation to keep Acquisition from
breaching the Southbank Agreement or to ensure the performance of its
obligations thereunder.

13
<PAGE> 14
6. CONDITIONS TO PURCHASER'S CLOSING

6.1 REPRESENTATIONS, ETC. Express It, Acquisition and the
Shareholders shall have performed in all material respects the covenants and
agreements contained in this Agreement that are to be performed by each of them
at or prior to the Closing, and the representations and warranties of
Acquisition and Express It contained in this Agreement shall be true and
correct as of the Closing Date with the same effect as though made at such time
(except as contemplated or permitted by this Agreement).

6.2 CONSENTS. All consents and approvals of governmental
agencies, and from any other third parties required to consummate the
transactions contemplated by this Agreement shall have been obtained without
material cost or other materially adverse consequence to Purchaser and shall be
in full force and effect.

6.3 NO ADVERSE LITIGATION. No order or preliminary or permanent
injunction shall have been entered and no action, suit or other legal or
administrative proceeding by any court or governmental authority, agency or
other person shall be pending or threatened on the Closing Date which may have
the effect of (i) making any of the transactions contemplated hereby illegal,
(ii) materially adversely affecting the value of the assets or business of
Southbank or (iii) making Purchaser or Southbank liable for the payment of a
material amount of damages to any person.

6.4 MATERIAL ADVERSE CHANGES. There shall have occurred no
material adverse change in the business, properties, assets, liabilities,
results of operations or condition, financial or otherwise, of Southbank.

6.5 CLOSING DELIVERIES. Purchaser shall have received each of the
documents or items required to be delivered to it pursuant to Section 8.1
hereof.

6.6 OFFERING. Purchaser shall have consummated the Offering.

7. CONDITIONS TO ACQUISITION'S CLOSING

All obligations of Acquisition under this Agreement shall be subject
to the fulfillment at or prior to the Closing of the following conditions, it
being understood that Acquisition may, in its sole discretion, waive any or all
of such conditions in whole or in part:

7.1 REPRESENTATIONS, ETC. Purchaser shall have performed in all
material respects the covenants and agreements contained in this Agreement that
are to be performed by Purchaser at or prior to the Closing, and the
representations and warranties of Purchaser contained in this

14
<PAGE> 15
Agreement shall be true and correct as of the Closing Date with the same effect
as though made at such time (except as contemplated or permitted by this
Agreement).

7.2 NO ADVERSE LITIGATION. No order or preliminary or permanent
injunction shall have been entered and no action, suit or other legal or
administrative proceeding by any court or governmental authority, agency or
other person shall be pending or threatened on the Closing Date which may have
the effect of (i) making any of the transactions contemplated hereby illegal or
(ii) making Express It liable for the payment of a material amount of damages
to any person.

7.3 CLOSING DELIVERIES. Acquisition shall have received each of
the documents or items required to be delivered to it pursuant to Section 8.2
hereof.

7.4 OFFERING. Purchaser shall have consummated the Offering.

8. DOCUMENTS TO BE DELIVERED AT CLOSING

8.1 TO PURCHASER. At the Closing, there shall be delivered to
Purchaser:

(a) the Shares, together with duly executed stock powers,
in form satisfactory to Purchaser and its counsel;

(b) the Agency and Support Agreement and the Escrow
Agreement;

(c) a certificate, signed by the chief executive officer
of each of Acquisition and Express It, as to the fulfillment of the
conditions set forth in Sections 6.1 through 6.4 hereof;

(d) opinion of counsel to Acquisition, dated as of the
Closing Date, in form reasonably acceptable to Purchaser;

(e) a copy of all consents and approvals referred to in
Section 6.2 hereof;

(f) the corporate minute books and stock books of
Southbank; and

(g) all other items reasonably requested by Purchaser.

8.2 TO EXPRESS IT. At the Closing, there shall be delivered to
Acquisition:

(a) the Purchase Price as contemplated by Section 2.1
hereof;

(b) a certificate, signed by the President of Purchaser,
as to the fulfillment of the conditions set forth in Sections 7.1 and
7.2 hereof;

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<PAGE> 16
(d) an opinion of Purchaser's counsel, dated the Closing
Date, in form reasonably acceptable to Acquisition; and

(e) all other items reasonably requested by Acquisition.

9. SURVIVAL

All representations, warranties, covenants and agreements made by any
party to this Agreement or pursuant hereto shall be deemed to be material and
to have been relied upon by the parties hereto and shall survive the Closing
for a period from the Closing Date until May 31, 1998 (provided, however, that
the representations contained in Section 3.9 shall survive until the applicable
statute of limitations with respect to tax matters expires; and provided
further, that the representations contained in the last two sentences of
Section 3.13 shall survive indefinitely). The representations and warranties
hereunder shall not be affected or diminished by any investigation at any time
by or on behalf of the party for whose benefit such representations and
warranties were made. All statements contained herein or in any certificate,
exhibit, list or other document delivered pursuant hereto or in connection with
the transactions contemplated hereby shall be deemed to be representations and
warranties.

10. INDEMNIFICATION OF ACQUISITION

Purchaser shall indemnify and hold Acquisition harmless from, against,
for and in respect of:

(a) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and
encumbrances suffered, sustained, incurred or required to be paid by
Acquisition because of the breach of any written representation,
warranty, agreement or covenant of Purchaser contained in or made in
connection with this Agreement;

(b) any and all liabilities, obligations, claims and
demands (other than the Excluded Liabilities) arising out of the
ownership and operation of Southbank on and after the Closing Date,
except to the extent the same arises from a breach of any written
representation, warranty, agreement or covenant of Southbank, Express
It or Acquisition contained in this Agreement; and

(c) all reasonable costs and expenses (including, without
limitation, attorneys' fees, interest and penalties) incurred by
Acquisition in connection with any action, suit, proceeding, demand,
assessment or judgment incident to any of the matters indemnified
against in this Section 10.

16
<PAGE> 17
11. INDEMNIFICATION OF PURCHASER

Acquisition and Express It shall indemnify and hold Purchaser harmless
from, against, for and in respect of:

(a) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and
encumbrances suffered, sustained, incurred or required to be paid by
Purchaser because of the breach of any written representation,
warranty, agreement or covenant of Southbank, Acquisition, Express It
or the Shareholders (as applicable) contained in or made in connection
with this Agreement;

(b) the Excluded Liabilities;

(c) any federal, state or local income or other tax (A)
payable with respect to the business, assets, properties or operations
of Southbank or any member of any affiliated group of which any of
them is a member for any period prior to the Closing Date or (B)
incident to or arising as a consequence of the negotiation or
consummation by Southbank, Acquisition or Express It or any member of
any affiliated group of which any of them is a member of this
Agreement and the transactions contemplated hereby;

(d) any liability or obligation under or in connection
with the Excluded Assets;

(e) unless accrued on the Closing Balance Sheet, any
liability or obligation arising prior to or as a result of the Closing
to any employees, agents or independent contractors of Southbank,
whether or not employed by Purchaser after the Closing or under any
benefit arrangement with respect thereto;

(g) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and
encumbrances suffered, sustained, incurred or required to be paid by
Purchaser because of the breach of any written representation,
warranty, agreement or covenant of Acquisition contained in or made in
connection with the Southbank Agreement; provided, that the Purchaser
shall not be indemnified for any losses resulting from such breach
that is caused by any action taken by Purchaser, except for any action
taken by Purchaser in connection with the Closing.

17
<PAGE> 18
12. GENERAL RULES REGARDING INDEMNIFICATION

(i) the indemnified party shall give prompt
written notice (which is no event shall exceed 20 days from the date
on which the indemnified party first became aware of such claim or
assertion) to the indemnifying party of any claim which might give
rise to a claim by the indemnified party against the indemnifying
party based on the indemnity agreements contained in Section 10 or 11
hereof, stating the nature and basis of said claims and the amounts
thereof, to the extent known;

(ii) if any action, suit or proceeding is brought
against the indemnified party with respect to which the indemnifying
party may have liability under the indemnity agreements contained in
Section 10 or 11 hereof, the action, suit or proceeding shall, upon
the written acknowledgment by the indemnifying party that is obligated
to indemnify under such indemnity agreement, be defended (including
all proceedings on appeal or for review which counsel for the
indemnified party shall deem appropriate) by the indemnifying party.
The indemnified party shall have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel shall be
at the indemnified party's own expense unless the employment of such
counsel and the payment of such fees and expenses both shall have been
specifically authorized in writing by the indemnifying party in
connection with the defense of such action, suit or proceeding, in
which event the indemnifying party shall not have the right to direct
the defense of such action, suit or proceeding on behalf of the
indemnified party. The indemnified party shall be kept fully informed
of such action, suit or proceeding at all stages thereof whether or
not it is represented by separate counsel.

(iii) the indemnified party shall make available to
the indemnifying party and its attorneys and accountants all books and
records of the indemnified party relating to such proceedings or
litigation and the parties hereto agree to render to each other such
assistance as they may reasonably require of each other in order to
ensure the proper and adequate defense of any such action, suit or
proceeding.

(iv) the indemnified party shall not make any
settlement of any claims without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld
or delayed.

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<PAGE> 19
(v) if any claims are made by third parties
against an indemnified party for which an indemnifying party would be
liable, and it appears likely that such claims might also be covered
by the indemnified party's insurance policies, the indemnified party
shall make a timely claim under such policies and to the extent that
such party obtains any recovery from such insurance, such recovery
shall be offset against any sums due from an indemnifying party (or
shall be repaid by the indemnified party to the extent that an
indemnifying party has already paid any such amounts). The parties
acknowledge, however, that if an indemnified party is self-insured as
to any matters, either directly or through an insurer which assesses
retroactive premiums based on loss experience, then to the extent that
the indemnified party bears the economic burden of any claims through
self-insurance or retroactive premiums or insurance ratings, the
indemnifying party's obligation shall only be reduced by any insurance
recovery in excess of the amount paid or to be paid by the indemnified
party in insurance premiums.

(b) Except as herein expressly provided, the remedies
provided in Sections 10 through 12 hereof shall be cumulative and
shall not preclude assertion by any party of any other rights or the
seeking of any other rights or remedies against any other party
hereto.

(c) The aggregate amount of obligations and liabilities
imposed on Express It and Acquisition by Sections 10 through 12 hereof
shall be limited, in the case of any losses, obligations or claims for
which Acquisition is not contractually entitled to indemnification
pursuant to the terms of the Stock Purchase Agreement dated as of May
31, 1996, by and between Acquisition, Express It and the former
shareholders of Southbank, in the form of Exhibit C hereto (the
"Southbank Agreement"), to the sum of $400,000; provided, that all
claims made by Purchaser against Express It or Acquisition for which
Acquisition is also entitled contractually to indemnification under
the Southbank Agreement, shall not be limited by this Section 12(c).

13. FAILURE TO CLOSE BECAUSE OF DEFAULT

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<PAGE> 20
may otherwise be entitled. In the event any action is brought, the prevailing
party shall be entitled to recover court costs, arbitration expenses and
reasonable attorneys' fees.

14. TERMINATION RIGHTS

This Agreement may be terminated by either Purchaser or Acquisition,
if either such party is not then in Default, upon written notice to the other
upon the occurrence of any of the following:

(a) if the Closing has not occurred on or before August
15, 1996;

(b) if either party Defaults and such Default has not
been cured within 30 days of written notice of such Default by the
other party;

(c) subject to the provisions of Sections 6 and 7 hereof,
by Acquisition or Purchaser if on the Closing Date any of the
conditions precedent to the obligations of Acquisition or Purchaser,
respectively, set forth in this Agreement have not been satisfied or
waived by such party; or

(d) by mutual consent of Acquisition and Purchaser.

15. MISCELLANEOUS PROVISIONS

15.1 EXPENSES. The Purchaser shall pay the fees and expenses
incurred by it in connection with the transactions contemplated by this
Agreement and Acquisition shall pay the fees and expenses incurred by them or
Southbank in connection with the transactions contemplated by this Agreement.
If any action is brought for breach of this Agreement or to enforce any
provision of this Agreement, the prevailing party shall be entitled to recover
court costs, arbitration expenses and reasonable attorneys' fees.

15.2 AMENDMENT. This Agreement may be amended at any time but only
by an instrument in writing signed by the parties hereto.

15.3 NOTICES. All notices and other communications delivered
hereunder shall be in writing and shall be deemed given if delivered personally
or upon actual receipt if mailed by

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<PAGE> 21
certified mail, return receipt requested or delivered by nationally recognized
"next-day" delivery service, to the parties at the addresses set forth below:

If to Acquisition, Express It or the Shareholders:

Express It Inc.
290 Fifth Avenue
Third Floor
New York, New York 10001
Attn: Barry J. Steingard
Telecopy: (212) 629-7143

with a copy to:

Klein, Heisler & Klarreich, P.C.
One Penn Plaza
New York, New York 10119-0142
Attention: Joel A. Klarreich
Telephone: (212) 736-6016
Telecopy: (212) 967-5219

If to Purchaser:

Dynamex Inc.
One Galleria Tower
13355 Noel Road
Suite 1650
Dallas, Texas 75240
Attention: Robert P. Capps
Telephone: (214) 960-4859
Telecopy: (214) 960-4833

with a copy to:

Crouch & Hallett, L.L.P.
717 N. Harwood, Suite 1400
Dallas, TX 75201
Attention: Lance M. Hardenburg
Telephone: (214) 922-4167
Telecopy: (214) 953-3154

or such other address or addresses as any party shall have designated by notice
to each other party in accordance with this Section 15.3.

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<PAGE> 22
15.4 ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, heirs and
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the others; provided, however, that Purchaser may
assign its rights under this Agreement to any of its subsidiaries or affiliated
corporations.

15.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

15.6 HEADINGS. The headings of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof.

15.7 ENTIRE AGREEMENT. This Agreement and the documents referred
to herein contain the entire understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties, conveyances or undertaking other than those expressly set forth
herein. This Agreement supersedes any prior agreements and understandings
between the parties with respect to the subject matter.

15.8 WAIVER. No attempted waiver of compliance with any provision
or condition hereof, or consent pursuant to this Agreement, will be effective
unless evidenced by an instrument in writing by the party against whom the
enforcement of any such waiver or consent is sought.

15.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

15.10 ASSERTION OF CLAIMS AGAINST SOUTHBANK. In any proceeding by
the Purchaser to assert or prosecute any claims under, or to otherwise enforce,
the Agreement, Express It and Acquisition agree that they shall not assert as a
defense or bar to recovery, and each of them hereby waives any right to so
assert such defense or bar such recovery, that (a) prior to Closing, Southbank
shall have had knowledge of the circumstances giving rise to the claim being
pursued by it; (b) prior to Closing, Southbank engaged in conduct or took
action that caused or brought about the circumstances giving rise to its claim,
or otherwise contributed thereto; or Acquisition and Express It have a right of
contribution from Southbank to the extent that there is any recovery against
them.

15.11 SEVERABILITY. The event that any of the provisions contained
in this Agreement is held to be invalid, illegal or unenforceable shall not
affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provisions had not been contained
herein.

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<PAGE> 23
15.12 INTENDED BENEFICIARIES. The rights and obligations contained
in this Agreement are hereby declared by the parties hereto to have been
provided expressly for the exclusive benefit of such entities as set forth
herein and shall not benefit, and do not benefit, any unrelated third parties.

15.13 MUTUAL CONTRIBUTION. The parties to this Agreement and their
counsel have mutually contributed to its drafting. Consequently, no provision
of this Agreement shall be construed against any party on the ground that such
party drafted the provision or caused it to be drafted or the provision
contains a covenant of such party.

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<PAGE> 24
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

DYNAMEX INC.

By: /s/ ROBERT P. CAPPS
----------------------------------------------
Robert P. Capps, Vice President Finance
and Corporate Development

EXPRESS IT INC.

By: /s/ BARRY J. STEINGARD
-----------------------------------
Barry J. Steingard
President

EXPRESS-IT ACQUISITION COMPANY, L.L.C.

By: /s/ BARRY J. STEINGARD
-----------------------------------
Barry J. Steingard
President

SHAREHOLDERS:

/s/ BARRY J. STEINGARD
---------------------------------------
Barry J. Steingard

/s/ WILLIAM CASTOR
---------------------------------------
William Castor

<PAGE> 1
EXHIBIT 2.5

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of the
3rd day of June, 1996, is by and among Dynamex Inc., a Delaware corporation
("Purchaser"); SEI Acquisition Corp., an Ohio corporation ("Merger Corp. 1");
NCI Acquisition Corp., an Ohio corporation ("Merger Corp. 2"); Seidel
Enterprises, Inc., an Ohio corporation ("Seidel"); Now Courier, Inc., an Ohio
corporation ("Now Courier"); and Edward F. Seidel, Jr., the sole shareholder of
Seidel and Now Courier (the "Shareholder," and together with Seidel and Now
Courier, the "Sellers").

W I T N E S S E T H:

WHEREAS, Seidel and Now Courier (together the "Companies") are engaged
in the ground courier messenger business (the "Business") under the trade name
"Seidel Delivery;" and

WHEREAS, the Shareholder owns all of the capital stock of Seidel and
Now Courier (the "Shares"); and

WHEREAS, Merger Corp. 1 and Merger Corp. 2 (together "Merger Corp.")
desire to merge with and into Seidel and Now Courier, respectively; and

WHEREAS, the Companies desire to enter into such merger transaction;

1. THE MERGER

1.1 MERGER. In accordance with the provisions of the business
corporation laws of the State of Ohio at the Effective Date (as hereinafter
defined), (i) Merger Corp. 1 shall be merged into Seidel, (ii) Merger Corp. 2
shall be merged into Now Courier (such transactions being individually referred
to herein as a "Merger" and collectively as the "Mergers"), and Seidel and Now
Courier shall be the surviving corporations (the "Surviving Corporations") and
as such shall continue to be governed by the laws of the State of Ohio. It is
intended that the Mergers shall constitute a reorganization within the meaning
of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"),
and that this Agreement shall constitute a "plan of reorganization" for the
purposes of Section 368 of the Code and shall have the following attributes:

(a) CONTINUING OF CORPORATE EXISTENCE. Except as may
otherwise be set forth herein, the corporate existence and identity of
Merger Corp., with all its purposes, powers, franchises, privileges,
rights and immunities, shall continue unaffected and
<PAGE> 2
unimpaired by the Mergers, and the corporate existence and identity of
Merger Corp., with all its purposes, powers, franchises, privileges,
rights and immunities, at the Effective Date shall be merged with and
into that of the Companies, and the Surviving Corporations shall be
vested fully therewith and the separate corporate existence and
identity of Merger Corp. shall thereafter cease except to the extent
continued by statute.

(b) EFFECTIVE DATE. The Mergers shall become effective
upon the issuance of a certificate of merger (the "Effective Date") by
the Secretary of State of the State of Ohio subsequent to the filing
on the Closing Date (as defined herein) of Certificate of Merger with
the Secretary of State of the State of Ohio pursuant to the Ohio
General Corporation Law.

(c) CORPORATE GOVERNMENT. The Articles of Organization
of the Companies as in effect on the Effective Date, shall continue in
full force and effect and shall be the Articles of Organization of the
Surviving Corporation. The Bylaws of the Companies, as in effect as
of the Effective Date, shall continue in full force and effect and
shall be the Bylaws of the Surviving Corporation. The members of the
Board of Directors and the officers of the Surviving Corporations
shall be the persons holding such offices in Merger Corp. as of the
Effective Date.

(d) RIGHTS AND LIABILITIES OF THE SURVIVING CORPORATION.
The Surviving Corporations shall have the following rights and
obligations: (i) the Surviving Corporations shall have all the
rights, privileges immunities and powers and shall be subject to all
the duties and liabilities of a corporation organized under the laws
of the State of Ohio; (ii) the Surviving Corporations shall possess
all of the rights, privileges, immunities and franchises, of either a
public or private nature, of the Companies and Merger Corp. and all
property, real, personal and mixed, and all debts due on whatever
account, including subscription to shares, and all other choses in
action, and every other interest of or belonging or due to the
Companies and Merger Corp. shall be taken and deemed to be transferred
or invested in the Surviving Corporations without further act or deed;
and (iii) at the Effective Date, the Surviving Corporations shall
thenceforth be responsible and liable for all liabilities and
obligations of the Companies and the Merger Corp. and any claim
existing or action or proceeding pending by or against the Merger
Corp. or the Companies may be prosecuted as if the Mergers had not
occurred, or the Surviving Corporations may be substituted in its
place. Neither the rights of creditors nor any liens upon the
property of the Companies or Merger Corp. shall be impaired by the
Merger.

(e) CONVERSION OF SHARES. Upon the occurrence of the
Mergers: (i) the shares of capital stock of the Companies outstanding
immediately prior to the Effective Date shall at the Effective Date,
by virtue of the Merger and without any action on the part of the
Shareholder, be converted (in the aggregate) into the right to receive
the purchase price set forth in Section 2.1 hereof (allocated between
Seidel and Now Courier as mutually acceptable to the Purchaser and the
Shareholder); and (ii) each share of

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<PAGE> 3
capital stock of Merger Corp. 1 and Merger Corp. 2 which shall be
outstanding immediately prior to the Effective Date shall at the
Effective Date, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into one newly issued share
of capital stock of Seidel and Now Courier, respectively.

1.2 NON-COMPETITION AGREEMENT. At the Closing, Purchaser and the
Shareholder shall enter into a confidentiality and non-competition agreement in
the form of Exhibit A hereto (the "Non-Competition Agreement").

1.3 EMPLOYMENT AGREEMENT. At the Closing, Purchaser and the
Shareholder shall enter into an employment agreement in the form of Exhibit B
hereto (the "Employment Agreement").

1.4 RELEASE - CONFIDENTIALITY AGREEMENT. Prior to the Closing,
the Shareholder shall provide to Purchaser a release of its rights and
Purchaser's obligations under that certain confidentiality agreement dated
February 9, 1996 (the "Confidentiality Agreement"), between the Companies,
Drayage Services, Inc., and Purchaser to the extent necessary to permit the
consummation of the transactions contemplated hereby.

1.5 ASSETS OF THE COMPANIES; EXCLUDED ASSETS AND EXCLUDED
LIABILITIES.

(a) At the time of the Closing, the assets owned by the
Companies (the "Assets") will consist of all tangible and intangible
assets of the Companies that relate to the Business, including but not
limited to all accounts receivable, cash and cash equivalents, prepaid
expenses, fixed assets, inventory and supplies, leases and leasehold
improvements, customer lists, trademarks, tradenames, software
programs and contract rights.

2. CONSIDERATION; CLOSING

2.1 THE PURCHASE PRICE FOR THE SHARES. The consideration to be
received by the Shareholder in exchange for the Shares shall be the following:

(a) $332,500.00 payable in cash at the Closing by wire
transfer to an account specified by the Shareholder; and

(b) that number of shares (the "Dynamex Shares") of the
common stock, $.01 par value, of Purchaser (the "Dynamex Common
Stock"), having an aggregate share

3
<PAGE> 4
price equal to $332,500.00, based upon the price at which such shares
are initially offered to the public in the "Offering" (as defined
herein).

2.3 CLOSING PROCEDURE. At the Closing, the Shareholder shall
deliver to Purchaser stock certificates duly endorsed to Purchaser and
representing the Shares, in form sufficient to vest record and beneficial title
fully in Purchaser to the Shares. Purchaser shall issue and deliver to the
Shareholder the cash purchase price and the Dynamex Shares as described in
Section 2.1 above. The Purchaser and the Shareholder will execute and deliver
the Non-Competition Agreement and the Employment Agreement. In addition,
Purchaser and the Shareholder and his spouse will enter into the Lease (as
defined in Section 6.5 hereof). Each party will cause to be prepared, executed
and delivered Certificates of Merger to be filed with the Secretary of State of
Ohio, all other documents required to be delivered by such party pursuant to
Article 8 hereof and all other appropriate and customary documents as another
party or its counsel may reasonably request for the purpose of consummating the
transactions contemplated by this Agreement. All actions taken at the Closing
shall be deemed to have been taken simultaneously at the time the last of any
such actions is taken or completed.

2.4 POST-CLOSING PURCHASE PRICE ADJUSTMENT.

(a) No later than 30 days after the Closing Date,
Purchaser shall prepare and deliver to the Shareholder an unaudited
consolidated balance sheet of the Companies as of the Closing Date
(the "Closing Balance Sheet") prepared in accordance with generally
accepted accounting principles consistently applied used to prepare
the Companies Financial Statements (as defined). The Purchaser shall
promptly make available to Shareholder and its accountants all work
papers and other pertinent information used in connection therewith.

(b) Within 30 days after the Closing Balance Sheet is
delivered to the Shareholder pursuant to subsection (a) above, the
Shareholder shall complete its examination thereof and shall deliver
to Purchaser either (i) a written acknowledgment accepting the Closing
Balance Sheet or (ii) a written report (the "Objection Report")
setting forth in reasonable detail any proposed objections to the
Closing Balance Sheet. A failure by the Shareholder to deliver the
Objection Report within the required 30 day period shall constitute
his acceptance of the calculations set forth in the Closing Balance
Sheet.

(c) During a period of 20 days following the receipt by
Purchaser of an Objection Report, the Shareholder and Purchaser shall
attempt to resolve any differences

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they may have with respect to the matters raised in the Objection
Report. In the event the Shareholder and Purchaser fail to agree on
any of the Shareholder's proposed adjustments contained in the
Objection Report within such 20 day period, then the parties will
request that the Columbus, Ohio office of KPMG Peat Marwick, certified
public accountants ("Independent Auditors"), make the final
determination with respect to the correctness of the proposed
adjustments in the Objection Report in light of the terms and
provisions of this Agreement. Each of the parties hereto represents
and warrants that such party has not engaged the Independent Auditors
and that the Independent Auditors are not affiliated with such party,
and such party further agrees not to engage the Independent Auditors
until such time as any post-closing price adjustment has been
determined. The decision of the Independent Auditors shall be final
and binding on the parties. The costs and expenses of the Independent
Auditors and their services rendered pursuant to this subsection shall
be borne equally by the Shareholder and the Purchaser.

(d) If, after finalization of the Closing Balance Sheet
(which shall be deemed to mean either the acceptance by the
Shareholder of the Closing Balance Sheet in accordance with Section
2.4(b) above or, if the Shareholder delivers an Objection Report, upon
receipt by Purchaser and Shareholder of the written final
determination rendered pursuant to Section 2.4(c) concerning the
resolution of the matters raised in the Objection Report pursuant to
Section 2.4(c) above), the Adjusted Working Capital (as defined
herein) of the Companies as set forth on the Closing Balance Sheet is
less than $150,000, then the Purchase Price shall be immediately
adjusted, effective as of the Closing Date, by the amount of such
deficiency in the Adjusted Working Capital. If, on the other hand,
the Adjusted Working Capital set forth on the Closing Balance Sheet
(after its finalization) is greater than $150,000, the Purchase Price
shall be immediately adjusted, effective as of the Closing Date, by
the amount of such excess in the Adjusted Working Capital. Such
adjustment shall be payable to the Shareholder or Purchaser (as
appropriate) in the form of cash or shares of the Dynamex Stock, as
mutually agreed upon by such parties. For purposes of this Agreement,
"Adjusted Working Capital" shall mean the combined current assets less
combined current liabilities of the Companies, computed in accordance
with generally accepted accounting principles consistently applied but
after giving effect to the exclusion of the Excluded Assets and
Excluded Liabilities. The parties agree that the purpose of this
Section 2.4 is to insure that as of the time of Closing the Adjusted
Working Capital of the Companies is equal to $150,000.

3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER AND THE COMPANIES

The Shareholder and the Companies hereby represent and warrant to
Purchaser that, except as qualified by the Disclosure Schedule attached as
Schedule 3 hereto and made a part hereof (the "Sellers' Disclosure Schedule"):

3.1 ORGANIZATION; GOOD STANDING. Each of the Companies is a
corporation, duly incorporated, validly existing and in good standing under the
laws of its incorporation and has

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all requisite corporate power and authority to own and lease its properties and
assets and to carry on its business as currently conducted. The Companies have
no subsidiaries and no equity, profit sharing, participation or other ownership
interest (including any general partnership interest) in any corporation,
partnership, limited partnership or other entity. Each of the Companies is
duly qualified and licensed to do business and is in good standing in all
jurisdictions where such qualification is required, a list of which is set
forth on the Sellers' Disclosure Schedule.

3.2 DUE AUTHORIZATION; EXECUTION AND DELIVERY. The Shareholder
has full power and authority to enter into and perform this Agreement and to
carry out the transactions contemplated hereby. This Agreement constitutes the
legal, valid and binding obligation of the Shareholder, enforceable against him
in accordance with its terms, except as may be limited by the availability of
equitable remedies or by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally. Neither the
execution and delivery by the Shareholder of this Agreement nor the
consummation of the transactions contemplated hereby will: (i) conflict with
or result in a breach of the articles of incorporation or bylaws of either of
the Companies, (ii) violate any statute, law, rule or regulation or any order,
writ, injunction or decree of any court or governmental authority, which
violation, either individually or in the aggregate, might reasonably be
expected to have a material adverse effect on the business or operations of the
Companies or Purchaser's ownership of the Shares, or (iii) violate or conflict
with or constitute a default under (or give rise to any right of termination,
cancellation or acceleration under), or result in the creation of any lien on
the Shares or any of the properties or assets of the Companies pursuant to any
material agreement, indenture, mortgage or other instrument to which the
Shareholder or the Companies is a party or by which their assets may be bound
or affected.

3.4 TRANSACTIONS WITH AFFILIATES. At the time of the Closing,
none of the Companies' shareholders, officers, employees or directors or any of
foregoing persons' Affiliates (as defined herein) will have any interest in or
will own any property or right used principally in the conduct of the Business,
except for the ownership of the Real Property (as defined herein) that will be
leased to the Purchaser as provided in Section 6.5 hereof. The term
"Affiliate" shall mean the Shareholder or any of the Companies' officers,
employees and directors, any partner of any such person, or any member of the
immediate family (including brother, sister, descendant, ancestor or in-law) of
any such person, or any corporation, partnership, trust or other entity in
which any such person or any such family member has a substantial interest or
is a director, officer, partner or trustee.

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3.5 TITLE TO ASSETS. Each of the Companies is the sole and
exclusive legal owner of all right, title and interest in, and has good and
marketable title to, all of the Assets (other than the Excluded Assets) that it
purports to own, free and clear of liens, claims and encumbrances except (i)
liens, claims and encumbrances to be released at Closing, (ii) liens which are
a matter of public record and (iii) liens for taxes not yet payable. At the
Closing, the Assets to be indirectly acquired by Purchaser through its
ownership of the Shares shall include, by way of example and not of limitation,
the following (to the extent owned by the Companies):

(a) accounts, notes receivable and items of prepaid
expense relating to the Companies' operations;

(b) fixtures, equipment, tools, inventories of supplies,
spare parts, furniture, office equipment and other tangible assets and
property used in business operations;

(d) tradenames, trademarks, and service marks;

(e) all books and records related to the Companies, the
Assets or the operation of the Business, including all financial,
accounting and tax records, computer data and programs, and records
and all correspondence with and documents pertaining to suppliers,
governmental authorities and other third parties;

(f) client records; and

(g) state and regulatory licenses as required to conduct
the Business.

As of the Closing, the Assets will consist of all tangible and intangible
assets of the Companies relating to the Business, including but not limited to
accounts receivable, cash and cash equivalents, prepaid expenses, fixed assets,
inventory and supplies, leases and leasehold improvements, customer lists,
trademarks, trade names, software programs and contract rights.

3.6 REAL ESTATE.

(a) Other than the real property located at 540 Bimini
Drive, Sandusky, Ohio and 754-756 Bank Street, Columbus, Ohio
(collectively, the "Real Property"), the Companies do not own and have
never owned any real property. The Companies do not own any part of
or have any interest in the Real Property as of the date hereof. With
respect to the property located at 2475 Scioto Harper Drive, Columbus,
Ohio, a portion of which is subject to the Lease (as defined herein)
(the "Leased Property"), (i) applicable zoning ordinances permit the
operation of the Business at the Leased Property, (ii) each of the
Companies has all easements and rights, including easements for all
utilities, services, roadways and other means of ingress and egress,
necessary to

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operate the Business, (iii) the Leased Property is not located within
a flood or lakeshore erosion hazard area, and (iv) neither the whole
nor any portion of the Leased Property has been condemned,
requisitioned or otherwise taken by any public authority, and no
notice of any such condemnation, requisition or taking has been
received. No such condemnation, requisition or taking is threatened
or contemplated, and there are no pending public improvements which
may result in special assessments against or which may otherwise
affect the Leased Property.

(c) The Companies have received no notice of, and have no
actual knowledge of, any hazardous or toxic material (as hereinafter
defined) existing in any structure located on, or existing on or under
the surface of, any of the Real Property or Leased Property which is,
in any case, in material violation of applicable environmental law.
For purposes of this Section, "hazardous or toxic material" shall mean
any waste, substance, materials, smoke, gas or particulate matter
designated as hazardous, toxic or dangerous under any environmental
law. For purposes of this Section, "environmental law" shall included
the Comprehensive Environmental Response Compensation and Liability
Act, the Clean Air Act, the Clean Water Act and any other applicable
federal, state or local environmental, health or safety law, rule or
regulation relating to or imposing liability or standards concerning
or in connection with hazardous, toxic or dangerous waste, substance,
materials, smoke, gas or particulate matter.

3.7 CONDITION OF ASSETS.

(a) All of the fixed assets of the Companies viewed as a
whole and not on an asset by asset basis are in good condition and
working order, ordinary wear and tear excepted, and are suitable for
the uses for which they are intended, free from any known defects
except such minor defects as do not substantially interfere with the
continued use thereof. The fixed assets of the Companies as of the
date hereof are set forth on the Sellers' Disclosure Schedule. The
Companies have in force such insurance of their properties and
operations as is set forth on the Sellers' Disclosure Schedule.

(b) The accounts receivable of the Companies as set forth
in the Companies Financial Statements (as defined in Section 3.14)
arising since the date thereof (i) have been incurred in the ordinary
course of business, (ii) have arisen solely out of the bona fide
performance of services and other business transactions in the
ordinary course of business consistent with past practice, (iii) to
the actual knowledge of the Shareholder, are not subject to valid
defenses, set-offs or counterclaims, and (iv) are collectible within
90 days after billing at the full recorded amount thereof less a
reasonable allowance for collection losses.

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3.8 GOVERNMENTAL LICENSES. The Sellers' Disclosure Schedule lists
and accurately describes all licenses, permits, orders, approvals,
authorizations and filings issued to the Companies by a governmental or
regulatory authority in connection with the lawful ownership and operation of
the Companies' businesses (the "Governmental Licenses"), except where the
failure to hold such Governmental Licenses would not have a material adverse
effect on the Companies. The Companies have furnished to Purchaser true and
accurate copies of all such Governmental Licenses, and each Governmental
License is in full force and effect and is valid under applicable federal,
state and local laws.

3.9 TAXES. All tax reports and returns relating to the Companies'
assets and operations (including sales, use, income, property, franchise and
employment taxes) due on or before the date of this Agreement have been filed
with the appropriate federal, state and local governmental agencies, and the
Companies have paid all taxes, penalties, interest, deficiencies, assessments
or other charges due as reflected on the filed returns or claimed to be due by
such federal, state or local taxing authorities (other than taxes,
deficiencies, assessments or claims which are being contested in good faith and
which in the aggregate are not material). There are no examinations or audits
pending or unresolved examinations or audit issues with respect to the
Companies' federal, state or local tax returns. All additional taxes, if any,
assessed as a result of such examinations or audits have been paid. There are
no pending claims or proceedings relating to, or asserted for, taxes,
penalties, interest, deficiencies or assessments against the Companies. The
Companies have delivered to the Purchaser true, accurate and complete copies of
all tax returns and filings made by them in the last three years and any
related correspondence from the Companies, the Shareholder or applicable taxing
authority relating to such returns and filings.

3.11 REPORTS AND GOVERNMENTAL COMPLIANCE. The Companies have duly
filed all reports required to be filed by law or applicable rule, regulation,
order, writ or decree of any court, governmental commission, body or
instrumentality and have made payment of all charges and other payments, if
any, shown by such reports to be due and payable.

3.12 EMPLOYEE BENEFIT PLANS; LABOR CONTROVERSIES. The Sellers'
Disclosure Schedule sets forth all liabilities of the Companies under ERISA or
similar laws with respect to employee benefit plans. There are no labor
disputes of a material nature pending between the Companies, on the one hand,
and any of their respective employees, on the other hand, and there are no
known organizational efforts presently being made involving any of such
employees. The Companies have complied in all material respects with all laws
relating to the employment of labor, including any provisions thereof relating
to wages, hours, collective bargaining and the

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payment of social security and other taxes, and are not liable for any material
arrearages of wages or any taxes or penalties for failure to comply with any of
the foregoing. The Sellers' Disclosure Schedule sets forth the estimated
accrued vacation, sick and personal days or other related obligations as of the
Closing Date ("Benefit Days") owing to or accrued for the benefit of the
employees of the Companies.

3.13 CAPITALIZATION. All of the issued and outstanding shares of
the capital stock of the Companies have been duly authorized and validly issued
and are fully paid and nonassessable, and (as of the date hereof and the
Closing) will be owned of record and beneficially by the Shareholder. There
are no shares of capital stock of the Companies held in their treasury. There
is no outstanding subscription, contract, option, warrant, call or other right
obligating either of the Companies to issue, sell, exchange or otherwise
dispose of, or to purchase, redeem or otherwise acquire, shares of, or
securities convertible into or exchangeable for, capital stock of the
Companies. The Shareholder is the lawful, sole and beneficial owner of the
Shares as reflected on the Sellers' Disclosure Schedule, free and clear of all
liens, claims and encumbrances of every kind, and, at the Closing by virtue of
the Merger, the Shareholder will convey to Purchaser good and indefeasible
title to the Shares.

3.14 FINANCIAL STATEMENTS AND RECORDS OF THE COMPANIES.

(a) The Companies have delivered to Purchaser true,
correct and complete copies of the following financial statements (the
"Companies Financial Statements"): (i) the balance sheet (the "1995
Balance Sheet") of the Companies as of December 31, 1995, and (ii) the
related statements of income and changes in shareholder's equity for
the year then ended, accompanied by the report of Deloitte & Touche
LLP with respect thereto.

(b) The Companies Financial Statements present fairly the
assets, liabilities and financial position of the Companies as of the
dates thereof and the results of operations thereof for the periods
then ended and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis with
prior periods, except year-end adjustments consisting of normal
accruals (the net effect of which adjustments are not material) with
respect to the interim financial statements. The books and records of
the Companies have been and are being maintained in accordance with
good business practice, reflect only valid transactions, are complete
and correct in all material respects and present fairly in all
material respects the basis for the financial position and results of
operations of the Companies set forth in the Companies Financial
Statements.

(c) The Shareholder has previously provided the Purchaser
with certain adjustments to the historical operating results of the
Companies. These adjustments represent certain costs and expenses
which were unique to the Companies as they were operated by the
Shareholder. To the best of his knowledge and belief, the Shareholder

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represents that these costs and expenses will not be ongoing costs of
the Companies subsequent to the Closing, except as to amounts that are
immaterial.

3.15 ABSENCE OF CERTAIN CHANGES. Since December 31, 1995, neither
of the Companies has (i) suffered any change in its financial condition or
results of operations other than changes in the ordinary course of business
that, individually or in the aggregate, have had a material adverse effect on
each such Company, (ii) acquired or disposed of any asset, or incurred,
assumed, guaranteed or endorsed any liability or obligation, or subjected or
permitted to be subjected any material amount of assets to any lien, claim or
encumbrance of any kind, except in the ordinary course of business or in
connection with the transactions contemplated by this Agreement, (iii) entered
into or terminated any Material Contract (as hereinafter defined), or agreed or
made any material changes in any Material Contract, other than renewals and
extensions thereof in the ordinary course of business, (iv) declared, paid or
set aside for payment any dividend or distribution with respect to its capital
stock, other than as set forth on the Sellers' Disclosure Schedule, (v) entered
into any collective bargaining, employment, consulting, compensation or similar
agreement with any person or group or (vi) entered into, adopted or amended any
employee benefit plan. At all times from the date of this Agreement through
the Closing Date, the Sellers will cause the Companies to be operated in the
ordinary course of business, except for such changes as are contemplated by
this Agreement.

3.17 CONTRACTS AND AGREEMENTS. The Sellers' Disclosure Schedule
contains a list, complete and accurate in all material respects, of all of the
following categories of contracts and agreements to which either of the
Companies is bound at the date hereof: (i) employee benefit plans, employment,
consulting or similar contracts, (ii) contracts that involve remaining
aggregate payments by either of the Companies in excess of $25,000 or which
have a remaining term in excess of one year, (iii) insurance policies, and (iv)
other contracts not made in the ordinary course of business (collectively the
"Material Contracts"). Neither Company is in default with respect to any of
the Material Contracts.

3.18 TRADE PAYABLES. The trade payables of the Companies have
arisen in the ordinary course of their business and are consistent (in both
amount and type) with past practices. All outstanding trade payables as of the
date hereof and as of the Closing Date relate to invoices that have been billed
to the Companies no more than 30 days from such date.

3.19 COMPLETENESS OF DISCLOSURE. No representation or warranty by
the Companies or the Shareholder in this Agreement nor any certificate,
schedule, statement, document or instrument furnished or to be furnished to
Purchaser pursuant hereto, or in connection with the negotiation, execution or
performance of this Agreement, contains or will contain any untrue

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statement of a material fact or omits or will omit to state a material fact
required to be stated herein or therein or necessary to make any statement
herein or therein not misleading.

3.20 FINDERS AND BROKERS. No person has as a result of any
agreement or action of the Companies or the Shareholder any valid claim against
any of the parties hereto for a brokerage commission, finder's fee or other
like payment.

3.21 PROSPECTUS FOR DYNAMEX SHARES. The Shareholder acknowledges
(i) receipt of the preliminary prospectus and the Registration Statement on
Forms S-1 filed as of the date hereof with the Securities and Exchange
Commission in connection with the initial public offering (the "Offering") of
shares of the Dynamex Common Stock and (ii) the opportunity to ask questions of
and receive answers from representatives of the management of Purchaser
concerning the terms and conditions of the transactions contemplated by this
Agreement and to obtain all additional information that Purchaser possesses or
could acquire without unreasonable expense that is necessary to verify the
accuracy of information furnished to the Shareholder.

4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Sellers as follows:

4.1 ORGANIZATION AND GOOD STANDING. Each of Purchaser, Merger
Corp. 1 and Merger Corp. 2 is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own and lease its properties and
carry on its business as currently conducted.

4.2 DUE AUTHORIZATION. Each of Purchaser, Merger Corp. 1 and
Merger Corp. 2 has full corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder. The execution and
delivery of this Agreement, the Non-Competition Agreement, the Employment
Agreement and the Lease and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action
on the part of Purchaser, Merger Corp. 1 and Merger Corp. 2. This Agreement
has been duly executed and delivered by Purchaser, Merger Corp. 1 and Merger
Corp. 2 and constitutes the legal, valid and binding obligation of each of
them, enforceable against them in accordance with their respective terms,
except as may be limited by the availability of equitable remedies or by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally.

4.3 EXECUTION AND DELIVERY. The execution and delivery by
Purchaser, Merger Corp. 1, and Merger Corp. 2 of this Agreement, and the
execution and delivery by Purchaser of the Non-Competition Agreement, the
Employment Agreement and the Lease, and the consummation of the transactions
contemplated hereby and thereby will not: (i) conflict with or result in a
breach of the certificate of articles of incorporation or bylaws of Purchaser,
Merger Corp. 1 or Merger Corp. 2, (ii) violate any law, statute, rule or
regulation or any order, writ, injunction or decree of any court or
governmental authority, or (iii) violate or conflict with

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or constitute a default under (or give rise to any right of termination,
cancellation or acceleration under) any indenture, mortgage, lease, contract or
other instrument to which any of Purchaser, Merger Corp. 1 or Merger Corp. 2 is
a party or by which it is bound or affected.

4.4 CAPITALIZATION. On the Closing Date, all of the Dynamex
Shares shall be duly authorized and validly issued and fully paid and
nonassessable, and all required regulatory approvals pertaining to the Offering
shall have been obtained. The Dynamex Shares shall be transferred to the
Shareholder free and clear of any lien, privilege, pledge, option or other
encumbrance, other than the restrictions on the transfer of such shares imposed
by the Underwriters of the Offering (as set forth in Section 5.2 hereof) or
under federal and state securities laws.

4.5 BROKERS. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by Purchaser directly
with the Shareholder and the Companies. No person has as a result of any
agreement or action of the Purchaser any valid claim against any of the parties
hereto for a brokerage commission, finder's fee or other like payment.

5. DYNAMEX OFFERING

5.1 RESALE REGISTRATION.

(a) No more than 30 days after the Closing Date,
Purchaser shall cause a Registration Statement on Form S-1 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission, and the Registration Statement shall include the public
reoffering or resale of the Dynamex Shares by the Shareholder. It is
the intention of the parties hereto that the registration rights
described in this Section 5.1 shall be a one-time right.

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developments make the use of such Registration Statement
inappropriate. Purchaser agrees to use its best reasonable efforts to
file any required amendments or supplements to the Registration
Statement or take such other actions so that the holders of Dynamex
Shares may resume sales of the Dynamex Shares without undue delay. In
the event the sale of Dynamex Shares must be suspended as set forth
hereinabove, the number of days such sales are suspended shall be
added to the period specified in Section 5.1(b) hereof.

(d) Purchaser agrees to furnish to the Shareholder, as
soon as available, copies of all amendments and supplements to the
Registration Statement and the final prospectus prepared in connection
with this Section 5.1, all in such quantities as the Shareholder may
reasonably request.

(e) Purchaser shall bear all expenses of each
Registration Statement filed pursuant to this Agreement, which shall
include, without limitation, all registration and filing fees and the
reasonable fees and disbursements of counsel and accountants for
Purchaser, but which shall not include any selling commissions or
underwriting discounts or stock transfer taxes relating to the Dynamex
Shares or the fees and expense of counsel to the Shareholder.

(f) Purchaser will file a listing application with the
Nasdaq National Market to approve for listing, subject to official
notice of issuance, the shares of the Common Stock of Purchaser to be
registered under the Registration Statement, including the Dynamex
Shares. Purchaser shall use its reasonable efforts to cause such
shares to be approved for listing on the Nasdaq National Market,
subject to official notice of issuance.

5.2 LOCK UP AGREEMENT.

(a) In order to induce the Underwriters of the Offering
to enter into and consummate the transactions contemplated by the
Offering, the Shareholder agrees that for a period of 180 days after
the closing of the Offering, he will not sell, offer or agree to sell,
grant any option for the sale of or otherwise dispose of directly or
indirectly, any of the Dynamex Shares or any security substantially
similar to the Dynamex Shares or any securities convertible into,
exercisable for or exchangeable for common stock or securities
substantially similar to the Dynamex Shares without the prior written
consent of the representatives of the Underwriters of the Offering.

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5.3 INDEMNIFICATION WITH RESPECT TO SECURITIES LAWS.

(a) Purchaser shall defend, indemnify and hold harmless
(to the extent permitted by law) the Shareholder against all losses,
claims, damages or liabilities which arise out of or are based upon
any untrue or alleged untrue statement of material fact contained in
any registration statement (including any post-effective amendment
thereto), prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in
any information furnished to Purchaser by the Shareholder for use
therein or by the failure of the Shareholder to deliver a copy of the
Registration Statement or prospectus or any amendments or supplements
thereto after Purchaser has furnished the Shareholder with a
sufficient number of copies of the same.

(b) The Shareholder shall defend, indemnify and hold
harmless (to the extent permitted by law) Purchaser, its directors and
officers and each person who controls Purchaser (within the meaning of
Section 15 of the Securities Act and Section 20 of the Securities and
Exchange Act of 1934) against any losses, claims, damages, liabilities
and expenses which arise out of or are based upon any untrue or
alleged omission of a material fact required to be stated in the
Registration Statement or prospectus or any amendment thereof or
supplement thereto or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or
omission is contained in any information furnished by the Shareholder
for inclusion in the Registration Statement.

5.4 COOPERATION. The Sellers shall cooperate with Purchaser and
cause all of the management of the Companies to cooperate with Purchaser and
its agents, representatives, counsel and underwriters, in preparing
documentation required by the Offering, in the sale of securities pursuant to
the Offering and in the closing of the Offering. The Sellers agree to notify
the Purchaser immediately of any material adverse change in the Business or the
Assets prior to the Closing Date.

6. CERTAIN COVENANTS AND AGREEMENTS

6.1 ACCESS. Upon reasonable notice, the Sellers will give to
Purchaser and its counsel, accountants and other authorized representatives,
full access during reasonable business hours to all of the Companies'
properties, books, contracts, documents and records and shall furnish Purchaser
with all such information concerning their affairs, including financial
statements, as the other may reasonably request in order that Purchaser may
have full

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opportunity to make such reasonable investigations as it shall desire for the
purpose of verifying the performance of and compliance with the
representations, warranties, covenants and the conditions contained herein or
for other purposes reasonably related to the transactions contemplated hereby.
The Sellers will take all action necessary to enable Purchaser, its counsel,
accountants and other representatives to discuss the affairs, properties,
business, operations and records of the Companies at such times and as often as
the Purchaser may reasonably request with executives, independent accountants
and counsel of the Companies and the Shareholder. In the event that the
Closing does not occur and this Agreement is terminated, the Sellers, on the
one hand, and Purchaser, on the other, shall (i) maintain the confidentiality
of all information obtained from the other party in connection herewith, except
for such information as is in the public domain, (ii) not use any such
information so obtained to the detriment or competitive disadvantage of the
other party, and (iii) promptly return copies of all books, records, contracts
and any other documentation of the other delivered to such party pursuant to
the transactions contemplated hereby. Each of the Sellers and Purchaser hereby
agree that if the Closing does not occur, then the terms and provisions of this
Section 6.1 shall, to the extent they are inconsistent with the Confidentiality
Agreement, be superseded by the terms and provisions of the Confidentiality
Agreement.

6.3 PUBLIC ANNOUNCEMENTS. Prior to the Closing Date, all notices
to third parties and other publicity relating to the transaction contemplated
by this Agreement shall be jointly planned and agreed to by the Companies and
Purchaser; provided, however that any required public disclosures related to
any regulatory or governmental filing or requirement may be made by Purchaser,
after notice to the Shareholder, without the Shareholder's or the Companies'
consent.

6.4 ORDINARY COURSE OF BUSINESS. Except as contemplated by this
Agreement, during the period from the execution and delivery of this Agreement
through the Closing Date, the Companies shall (i) conduct their operations in
the ordinary course of business consistent with past and current practices,
(ii) use reasonable best efforts to maintain and preserve intact their goodwill
and business relationships, (iii) not enter into any agreement which involves
the payment by the Companies of an aggregate amount exceeding $10,000, or which
has a term exceeding one year or (iv) take any action which would cause any
representation contained in Article 3 to be untrue as of the Closing Date.

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<PAGE> 17
6.5 LEASE. The Shareholder and his spouse and Dynamex Operations
East, Inc., a subsidiary of Purchaser, will enter into a lease (the "Lease") in
the form of Exhibit C attached hereto regarding the lease of the Leased
Property (as further described therein).

6.6 COLLECTION OF ACCOUNTS RECEIVABLE. After the Closing Date,
Purchaser shall cause the Companies to use their commercially reasonable best
efforts consistent with the Companies' past practices to collect in a timely
manner the full recorded amount of the Companies' accounts receivable. In
addition, Purchaser agrees that it will not unreasonably interfere with the
Companies' collection efforts of such receivables.

6.7 INDEMNIFICATION OF GUARANTEED OBLIGATIONS. Purchaser
acknowledges that the Shareholder has personally guaranteed the Companies'
obligations under certain leases and certain indebtedness (other than the
Excluded Liabilities) set forth on the 1995 Balance Sheet (such leases and
obligations, excluding the Excluded Liabilities, being collectively referred to
herein as the "Guaranteed Obligations"). True, accurate and complete copies of
such Guaranteed Obligations and any amendments or modifications thereto have
been delivered to Purchaser prior to the Closing Date. Purchaser agrees to
indemnify and promptly reimburse the Shareholder for any expenses, costs and
liabilities incurred by him after the Closing Date by reason of his guaranties
of the Guaranteed Obligations.

7. CONDITIONS TO PURCHASER'S CLOSING

7.1 REPRESENTATIONS, ETC. The Companies and the Shareholder shall
have performed in all material respects the covenants and agreements contained
in this Agreement that are to be performed by each of them at or prior to the
Closing, and the representations and warranties of the Companies and the
Shareholder contained in this Agreement shall be true and correct as of the
Closing Date with the same effect as though made at such time (except as
contemplated or permitted by this Agreement).

7.2 CONSENTS. All consents and approvals of governmental
agencies, and from any other third parties required to consummate the
transactions contemplated by this Agreement, shall have been obtained without
material cost or other materially adverse consequence to Purchaser and shall be
in full force and effect.

7.3 NO ADVERSE LITIGATION. No order or preliminary or permanent
injunction shall have been entered and no action, suit or other legal or
administrative proceeding by any court or governmental authority, agency or
other person shall be pending or threatened on the Closing Date which may have
the effect of (i) making any of the transactions contemplated hereby illegal,
or (ii) making Purchaser or the Companies liable for the payment of a material
amount of damages to any person.

17
<PAGE> 18
7.4 MATERIAL ADVERSE CHANGES. There shall have occurred no
material adverse change in the business, properties, assets, liabilities,
results of operations or condition, financial or otherwise, of either of the
Companies.

7.5 CLOSING DELIVERIES. Purchaser shall have received each of the
documents or items required to be delivered to it pursuant to Section 9.1
hereof.

7.6 RELEASE OF CONFIDENTIALITY AGREEMENT. Purchaser shall have
received the release described in Section 1.4 hereof in form acceptable to it
and its counsel.

7.7 OFFERING. Purchaser shall have consummated the Offering.

8. CONDITIONS TO SELLERS' CLOSING

8.2 NO ADVERSE LITIGATION. No order or preliminary or permanent
injunction shall have been entered and no action, suit or other legal or
administrative proceeding by any court or governmental authority, agency or
other person shall be pending or threatened on the Closing Date which may have
the effect of (i) making any of the transactions contemplated hereby illegal or
(ii) making the Sellers liable for the payment of a material amount of damages
to any person.

8.3 CLOSING DELIVERIES. The Sellers shall have received each of
the documents or items required to be delivered to them pursuant to Section 9.2
hereof.

8.4 OFFERING. Purchaser shall have consummated the Offering, and
as a part thereof the Dynamex Common Stock shall have been approved for listing
by the Nasdaq Stock Market, Inc.

9. DOCUMENTS TO BE DELIVERED AT CLOSING

9.1 TO PURCHASER. At the Closing, there shall be delivered to
Purchaser:

(a) the Shares, together with duly executed stock powers,
in form satisfactory to Purchaser and its counsel;

18
<PAGE> 19
(b) the Non-Competition Agreement;

(d) the Lease;

(e) a certificate, signed by the chief executive officer
of each of the Companies, as to the fulfillment of the conditions set
forth in Sections 7.1 through 7.4 hereof and certifying the Bylaws and
resolutions;

(f) opinion of counsel to the Companies and the
Shareholder, dated as of the Closing Date, in form reasonably
acceptable to Purchaser;

(g) a copy of all consents and approvals referred to in
Section 7.2 hereof;

(h) the corporate minute books and stock books of the
Companies; and

(i) all other items reasonably requested by Purchaser.

9.2 TO THE SHAREHOLDER. At the Closing, there shall be delivered
to the Shareholder:

(a) the Dynamex Shares and the cash portion of the
purchase price as contemplated by Section 2.1 hereof;

(b) a certificate, signed by the President of Purchaser,
as to the fulfillment of the conditions set forth in Sections 8.1 and
8.2 hereof;

(d) the Employment Agreement;

(e) an opinion of Purchaser's counsel, dated the Closing
Date, in form reasonably acceptable to the Sellers; and

(f) all other items reasonably requested by the Sellers.

10. SURVIVAL

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<PAGE> 20
anything to the contrary herein, any representations, warranties, covenants and
agreements set forth in Section 3.9 hereof that are deemed to relate to the
taxation of independent contractors of the Companies as employees shall survive
the Closing for a period of eighteen months. The representations and
warranties hereunder shall not be affected or diminished by any investigation
at any time by or on behalf of the party for whose benefit such representations
and warranties were made. All statements contained herein or in any
certificate, exhibit, list or other document delivered pursuant hereto or in
connection with the transactions contemplated hereby shall be deemed to be
representations and warranties.

11. INDEMNIFICATION OF THE SHAREHOLDER

Purchaser shall indemnify and hold the Shareholder harmless from,
against, for and in respect of any expenses, losses or liabilities ("Losses")
resulting from:

(a) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and
encumbrances suffered, sustained, incurred or required to be paid by
the Shareholder because of the breach of any written representation,
warranty, agreement or covenant of Purchaser contained in or made in
connection with this Agreement;

(b) any and all liabilities, obligations, claims and
demands (other than the Excluded Liabilities) arising out of the
ownership and operation of the Companies on and after the Closing
Date, except to the extent the same arises from a breach of any
written representation, warranty, agreement or covenant of the
Companies or the Shareholder contained in or made in connection with
this Agreement; and

(c) all reasonable costs and expenses (including, without
limitation, attorneys' fees, interest and penalties) incurred by the
Shareholder in connection with any action, suit, proceeding, demand,
assessment or judgment incident to any of the matters indemnified
against in this Section 11.

12. INDEMNIFICATION OF PURCHASER

The Shareholder shall indemnify and hold Purchaser harmless from,
against, for and in respect of any Losses resulting from:

(a) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and
encumbrances suffered, sustained, incurred or required to be paid by
Purchaser because of the breach of any written representation,
warranty, agreement or covenant of the Companies or the Shareholder
(as applicable) contained in or made in connection with this
Agreement;

(b) the Excluded Liabilities;

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<PAGE> 21
(c) any claims which arise out of or are based upon any
express or implied representation, warranty, agreement or guarantee
made by the Companies or alleged to have been made by the Companies or
its employees and agents prior to the Closing Date;

(d) subject to the limitations set forth in Section 10
hereof, any federal, state or local income or other tax (A) payable
with respect to the business, assets, properties or operations of the
Companies or the Shareholder or any member of any affiliated group of
which any of them is a member for any period prior to the Closing Date
or (B) incident to or arising as a consequence of the negotiation or
consummation by the Companies or the Shareholder or any member of any
affiliated group of which any of them is a member of this Agreement
and the transactions contemplated hereby;

(e) any liability or obligation under or in connection
with the Excluded Assets;

(f) unless accrued on the Closing Balance Sheet, any
liability or obligation arising prior to or as a result of the Closing
to any employees, agents or independent contractors of the Companies,
whether or not employed by Purchaser after the Closing or under any
benefit arrangement with respect thereto; and

(g) all reasonable costs and expenses (including, without
limitation, attorneys' fees, interest and penalties) incurred by
Purchaser in connection with any action, suit, proceeding, demand,
assessment or judgment incident to any of the matters indemnified
against in this Section 12.

13. GENERAL RULES REGARDING INDEMNIFICATION

(i) The indemnified party shall give prompt
written notice (which in no event shall exceed 20 days from the date
on which the indemnified party first became aware of such claim or
assertion) to the indemnifying party of any claim which might give
rise to a claim by the indemnified party against the indemnifying
party based on the indemnity agreements contained in Section 11 or 12
hereof, stating the nature and basis of said claims and the amounts
thereof, to the extent known.

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<PAGE> 22
indemnified party shall deem appropriate) by the indemnifying party.
The indemnified party shall have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel shall be
at the indemnified party's own expense unless the employment of such
counsel and the payment of such fees and expenses both shall have been
specifically authorized in writing by the indemnifying party in
connection with the defense of such action, suit or proceeding, in
which event the indemnifying party shall not have the right to direct
the defense of such action, suit or proceeding on behalf of the
indemnified party. The indemnified party shall be kept fully informed
of such action, suit or proceeding at all stages thereof whether or
not it is represented by separate counsel.

(iv) The indemnified party shall not make any
settlement of any claims without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld
or delayed.

(vi) The Purchaser, on the one hand, and the
Shareholder, on the other, shall not be obligated to indemnify the
other as provided in Sections 11 through 13 hereof until the aggregate
amount of the Losses incurred by the party seeking indemnification
exceeds $15,000 in the aggregate.

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<PAGE> 23
(b) Except as herein expressly provided, the remedies
provided in Sections 11 through 13 hereof shall be cumulative and
shall not preclude assertion by any party of any other rights or the
seeking of any other rights or remedies against any other party
hereto.

14. FAILURE TO CLOSE BECAUSE OF DEFAULT

In the event that the Closing is not consummated by virtue of a
material default made by a party in the observance or in the due and timely
performance of any of its covenants or agreements herein contained ("Default"),
the parties shall have and retain all of the rights afforded them at law or in
equity by reason of that Default. In addition, the Sellers and Purchaser
acknowledge that the Shares and the transactions contemplated hereby are
unique, that a failure by the Sellers or Purchaser to complete such
transactions will cause irreparable injury to the other, and that actual
damages for any such failure may be difficult to ascertain and may be
inadequate. Consequently, Purchaser and the Sellers agree that each shall be
entitled, in the event of a Default by the other, to specific performance of
any of the provisions of this Agreement in addition to any other legal or
equitable remedies to which the non-defaulting party may otherwise be entitled.
In the event any action is brought, the prevailing party shall be entitled to
recover court costs, arbitration expenses and reasonable attorneys' fees.

15. TERMINATION RIGHTS

This Agreement may be terminated by either Purchaser or the Sellers,
if either such party is not then in Default, upon written notice to the other
upon the occurrence of any of the following:

(a) if the Closing has not occurred on or before August
15, 1996;

(b) if either party Defaults and such Default has not
been cured within 30 days of written notice of such Default by the
other party;

(c) subject to the provisions of Sections 7 and 8 hereof,
by the Sellers or Purchaser if on the Closing Date any of the
conditions precedent to the obligations of Shareholder or Purchaser,
respectively, set forth in this Agreement have not been satisfied or
waived by such party; or

(d) by mutual consent of the Shareholder and Purchaser.

16. MISCELLANEOUS PROVISIONS

16.1 EXPENSES. The Purchaser shall pay the fees and expenses
incurred by it in connection with the transactions contemplated by this
Agreement and the Shareholder shall pay the fees and expenses incurred by him
and the Companies in connection with the transactions contemplated by this
Agreement. Notwithstanding the foregoing, the Purchaser shall pay all

23
<PAGE> 24
fees, costs and expenses of Deloitte & Touche LLP in preparing their audit
report with respect to the Companies Financial Statements. If any action is
brought for breach of this Agreement or to enforce any provision of this
Agreement, the prevailing party shall be entitled to recover court costs,
arbitration expenses and reasonable attorneys' fees.

16.2 AMENDMENT. This Agreement may be amended at any time but only
by an instrument in writing signed by the parties hereto.

If to the Companies or the Shareholder before the Closing:

Seidel Enterprises, Inc.
2475 Scioto Harper Drive
Columbus, OH 43204
Attention: Edward F. Seidel, Jr.
Telephone: ( )
Telecopy: ( )

with a copy to:

_______________________
_______________________
_______________________
Attention:
Telephone: ( )
Telecopy: ( )

If to Purchaser:

Dynamex Inc.
One Galleria Tower
13355 Noel Road, Suite 1650
Dallas, Texas 75240
Attention: Robert P. Capps
Telephone: (214) 960-4859
Telecopy: (214) 960-4833

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<PAGE> 25
with a copy to:

Crouch & Hallett, L.L.P.
717 N. Harwood, Suite 1400
Dallas, TX 75201
Attention: Lance M. Hardenburg
Telephone: (214) 922-4167
Telecopy: (214) 953-3154

or such other address or addresses as any party shall have designated by notice
to each other party in accordance with this Section 16.3.

16.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

16.6 HEADINGS. The headings of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof.

16.8 WAIVER. No attempted waiver of compliance with any provision
or condition hereof, or consent pursuant to this Agreement, will be effective
unless evidenced by an instrument in writing by the party against whom the
enforcement of any such waiver or consent is sought.

16.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

16.10 ASSERTION OF CLAIMS AGAINST THE COMPANIES. In any proceeding
by the Purchaser to assert or prosecute any claims under, or to otherwise
enforce, the Agreement, the Shareholder agrees that he shall not assert as a
defense or bar to recovery, and hereby waives any right to so assert such
defense or bar such recovery, that (a) prior to Closing the Companies shall
have

25
<PAGE> 26
had knowledge of the circumstances giving rise to the claim being pursued by
it; (b) prior to Closing, the Companies engaged in conduct or took action that
caused or brought about the circumstances giving rise to its claim, or
otherwise contributed thereto; or (c) the Shareholder has a right of
contribution from the Companies to the extent that there is any recovery
against him.

16.11 SEVERABILITY. The event that any of the provisions contained
in this Agreement is held to be invalid, illegal or unenforceable shall not
affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provisions had not been contained
herein.

16.12 INTENDED BENEFICIARIES. The rights and obligations contained
in this Agreement are hereby declared by the parties hereto to have been
provided expressly for the exclusive benefit of such entities as set forth
herein and shall not benefit, and do not benefit, any unrelated third parties.

16.13 MUTUAL CONTRIBUTION. The parties to this Agreement and their
counsel have mutually contributed to its drafting. Consequently, no provision
of this Agreement shall be construed against any party on the ground that such
party drafted the provision or caused it to be drafted or the provision
contains a covenant of such party.

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<PAGE> 27
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

DYNAMEX INC.

By: /s/ Robert P. Capps
---------------------------------------
Robert P. Capps, Vice President
Finance and Corporate Development

SEI MERGER CORP.

By: /s/ Robert P. Capps
---------------------------------------
Robert P. Capps, Vice President

NCI MERGER CORP.

By: /s/ Robert P. Capps
---------------------------------------
Robert P. Capps, Vice President

SEIDEL ENTERPRISES, INC.

By: /s/ Edward F. Seidel, Jr.
---------------------------------------
Edward F. Seidel, Jr., President

NOW COURIER, INC.

By: /s/ Edward F. Seidel, Jr.
---------------------------------------
Edward F. Seidel, Jr., President

SHAREHOLDER:

/s/ Edward F. Seidel, Jr.
------------------------------------------
Edward F. Seidel, Jr.

<PAGE> 1
EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION
OF
DYNAMEX INC.

DYNAMEX INC., a corporation duly incorporated on July 29, 1992, under
the name Parcelway Systems Holding corp., (the "Corporation"), which is
existing under and by virtue of the Delaware General Corporation Law, does
hereby certify as follows:

FIRST: That the Board of Directors of said
corporation adopted a resolution setting forth and adopting as the
Restated Certificate of Incorporation of said corporation;

SECOND: That thereafter the holders of a majority of the
shares of capital stock of said corporation outstanding and entitled to
vote signed a written consent adopting the following as the Restated
Certificate of Incorporation of said corporation in accordance with
Section 228 of the Delaware General Corporation Law; and

THIRD: That this Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of
Section 242 and 245 of the Delaware General Corporation Law and that,
effective upon the filing of this Restated Certificate of
Incorporation, the current Restated Certificate of Incorporation shall
be amended and restated to read in its entirety as follows:

I.
The name of the Corporation is Dynamex Inc.

II.

The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street,
Wilmington, County of New Castle, Delaware. The name of its
registered agent at such address is The Corporation Trust Company.

III.

The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

IV.

The Corporation is authorized to issue Sixty Million (60,000,000)
shares of capital stock. Fifty Million (50,000,000) shares of the authorized
shares shall be common stock, $.01 par value each ("Common Stock"), and Ten
Million (10,000,000) shares of the authorized shares shall be preferred stock,
$.01 par value each ("Preferred Stock").

As to the Preferred Stock of the Corporation, 500,000 shares shall be
designated as "Series A Junior Participating Preferred Stock." The Board of
Directors shall have the power to issue any additional shares of Preferred
Stock from time to time in one or more series. The Board of Directors is
hereby authorized to fix or alter from time to time the voting powers and
<PAGE> 2
such designations, preferences and relative, participating, optional or other
special rights of the shares of each such series and the qualifications,
limitations or restrictions of any wholly unissued series of Preferred Stock,
and to establish from time to time the number of shares constituting any such
series, or any of them.

The Board of Directors is further authorized to increase or decrease
(but not below the number of shares of any such series then outstanding) the
number of shares of any series, the number of which was fixed by it, subsequent
to the issue of shares of such series then outstanding, subject to the
limitations and restrictions stated in the resolution of the Board of Directors
originally fixing the number of shares of such series. If the number of shares
of any series is so decreased, then the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

The relative rights, preferences and limitations of the Series A
Junior Participating Preferred Stock are as follows:

Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock: (the
"Series A Preferred Stock") and the number of shares constituting the
Series A Preferred Stock shall be 500,000. Such number of shares may
be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the
conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of
any series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends,
the holders of shares of Series A Preferred Stock, in preference to
the holders of Common Stock of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the last business day
of November, February, May and August in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $.25 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all
cash dividends, and 100 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions, other than
a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time

2
<PAGE> 3
declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock),
into a greater or lesser number of shares of Common Stock, then in
each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in paragraph
(A) of this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $.25 per
share on the Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment date.

(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares,
unless that date of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment Date, in which case dividends
on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of
Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series A Preferred Stock
entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter
set forth, each share of Series A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall
at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater

3
<PAGE> 4
or lesser number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other
Certificate of Amendment creating a series of Preferred Stock or any
similar stock, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital
stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of
shareholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided
by law, holders of Series A Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

(i) declare or pay dividends, or may any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;

(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and all
such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all
such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock, provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares
of any stock of the Corporation ranking junior (either as to
the dividends or upon dissolution, liquidation or winding up)
to the Series A Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of stock ranking on a parity with the Series A
Preferred Stock, except in accordance with a purchase offer

4
<PAGE> 5
made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and
preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All
such shares shall upon their cancellation become authorized but unissued shares
of Preferred Stock and may be reissued as part of a new series of Preferred
Stock subject to the conditions and restrictions on issuance set forth herein,
in the Articles or in any other Articles of Amendment creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a great or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior
to such event under the proviso in clause (1) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction of the numerator of which
is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
there were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, case and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be

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<PAGE> 6
similarly exchanged or changed into a amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth
in the preceding sentence with respect to the exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

Section 8. No Redemption. The shares of Series A Preferred
Stock shall not be redeemable.

Section 9. Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

Section 10. Amendment. The Restated Certificate of Incorporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

Section 11. Fractional Shares. Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation shall have the power to
adopt, amend or repeal the Bylaws of the Corporation.

VI.

A director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of his or her fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not
adversely effect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

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<PAGE> 7
VII.
No action that is required or permitted to be taken at any annual or
special meeting of stockholders may be effected by written consent of
stockholders in lieu of a meeting of stockholders, unless the action to be
effected by written consent of stockholders and the taking of such action by
such written consent have expressly been approved in advance by the Board of
Directors of the Corporation.

VIII.

Notwithstanding any other provisions of this Restated Certificate of
Incorporation or any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of the
capital stock required by law or this Restated Certificate of Incorporation,
the affirmative vote of the holders of at least two-thirds of the combined
voting power of all of the then outstanding shares of the Corporation entitled
to vote shall be required to alter, amend or repeal Articles VI, VII or VIII or
any provision thereof.

Subject to the provisions of this Article VIII, the Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

The undersigned, being the Vice President of the corporation named
above, for the purpose of amending and restating the certificate of
incorporation of said corporation pursuant to the General Corporation Law of
the State of Delaware, does make this certificate, hereby declaring and
certifying that this is his act and deed and the facts herein stated are true,
and accordingly has hereunto set his hand this day of , 1996.

By: /s/ Robert P. Capps
---------------------------------
Robert P. Capps
Vice President

<PAGE> 1
EXHIBIT 3.2

BY-LAWS

DYNAMEX INC.
(a Delaware corporation)
<PAGE> 2
ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

Section 2. Other Offices. The Corporation may also have offices
at such other place or places, both within and without the State of Delaware,
as the Board of Directors may from time to time determine or the business of
the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the
stockholders for the election of directors shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of stockholders
shall be held on such date and at such time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at
which meeting the stockholders shall elect by a plurality vote the number of
directors as provided for herein and shall transact such other business as may
properly be brought before the meeting. As used herein, "Restated Certificate
of Incorporation" shall include any Certificate of Designation of Preferred
Stock which may be filed from time to time by the Corporation.

Section 3. Notice of Annual Meetings. Written notice of the
annual meeting, stating the place, date, and hour of the meeting, shall be
given to each stockholder of record entitled to vote at such meeting not less
than 10 or more than 60 days before the date of the meeting.

Section 4. Special Meetings. Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed by
statute or by the Restated Certificate of Incorporation, may be called at any
time exclusively by the order of the Board of Directors or by the Chairman of
the Board or the Chief Executive Officer pursuant to a resolution adopted by a
majority of the Board of Directors. Such request shall state the purpose or
purposes of the proposed special meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 5. Notice of Special Meetings. Written notice of a
special meeting, stating the place, date, and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

Section 6. Quorum. Except as otherwise provided by statute or
the Restated Certificate of Incorporation, the holders of stock having a
majority of the voting power of the stock entitled to be voted thereat, present
in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of the stockholders. If, however,
<PAGE> 3
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time
without notice (other than announcement at the meeting at which the adjournment
is taken of the time and place of the adjourned meeting) until a quorum shall
be present or represented. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for
more than 30 days, or if after the adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 7. Organization. At each meeting of the stockholders,
the Chairman of the Board or the President, determined as provided in Article
VIII of these By-Laws, or if those officers shall be absent therefrom, another
officer of the Corporation chosen as chairman present in person or by proxy and
entitled to vote thereat, or if all the officers of the Corporation shall be
absent therefrom, a stockholder holding of record shares of stock of the
Corporation so chosen, shall act as chairman of the meeting and preside
thereat. The Secretary, or if he shall be absent from such meeting or shall be
required pursuant to the provisions of this Section 7 to act as chairman of
such meeting, the person (who shall be an Assistant Secretary, if an Assistant
Secretary shall be present thereat) whom the chairman of such meeting shall
appoint, shall act as secretary of such meeting and keep the minutes thereof.

Section 8. Voting. Except as otherwise provided in the Restated
Certificate of Incorporation, each stockholder shall, at each meeting of the
stockholders, be entitled to one vote in person or by proxy for each share of
stock of the Corporation held by him and registered in his name on the books of
the Corporation on the date fixed pursuant to the provisions of Section 5 of
Article X of these By-Laws as the record date for the determination of
stockholders who shall be entitled to notice of and to vote at such meeting.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held directly or indirectly by the Corporation, shall
not be entitled to vote. Any vote by a stockholder may be given at any meeting
of the stockholders by the stockholder entitled thereto, in person or by one or
more agents authorized by written proxy signed by the person and filed with the
secretary of the Corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, telefacsimile or otherwise). No proxy
shall be voted or acted upon after three years from its date, unless said proxy
shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Restated Certificate of Incorporation
or these By-Laws, shall be decided by the vote of a majority of the votes cast
by the stockholders present in person or by proxy and entitled to vote thereat,
a quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled
to vote thereat, or so directed by the chairman of the meeting, the vote
thereat on any question other than the election or removal of directors need
not be by written ballot. Upon a demand of any such stockholder for a vote by
written ballot on any question or at the direction of such chairman

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that a vote by written ballot be taken on any question, such vote shall be
taken by written ballot. On a vote by written ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

Section 9. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its
stock ledger, either directly or through another officer of the Corporation
designated by him or through a transfer agent appointed by the Board of
Directors, to prepare and make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least 10 days
before said meeting, either at a place within the city where said meeting is to
be held, which place shall be specified in the notice of said meeting, or, if
not so specified, at the place where said meeting is to be held. The list
shall also be produced and kept at the time and place of said meeting during
the whole time thereof, and may be inspected by any stockholder of record who
shall be present thereat. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, such list or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

Section 10. Inspectors of Votes. At each meeting of the
stockholders, the chairman of such meeting may appoint two Inspectors of Votes
to act thereat, unless the Board of Directors shall have theretofore made such
appointments. Each Inspector of Votes so appointed shall first subscribe an
oath or affirmation faithfully to execute the duties of an Inspector of Votes
at such meeting with strict impartiality and according to the best of his
ability. Such Inspectors of Votes, if any, shall take charge of the ballots,
if any, at such meeting and, after the balloting thereat on any question, shall
count the ballots cast thereon and shall make a report in writing to the
secretary of such meeting of the results thereof. An Inspector of Votes need
not be a stockholder of the Corporation, and any officer of the Corporation may
be an Inspector of Votes on any question other than a vote for or against his
election to any position with the Corporation or on any other question in which
he may be directly interested.

Section 11. Actions Without a Meeting Prohibited. Unless
otherwise provided in the Restated Certificate of Incorporation, no action that
is required or permitted to be taken by the stockholders of the Corporation at
any annual or special meeting of the stockholders of the Corporation may be
effected by written consent in lieu of a meeting of stockholders, unless the
action to be effected by written consent of the stockholders and the taking of
such action by written consent have expressly been approved in advance by the
Board of Directors.

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<PAGE> 5
ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, which shall have and may exercise
all such powers of the Corporation and do all such lawful acts and things as
are not by statute, the Restated Certificate of Incorporation, or these By-Laws
directed or required to be exercised or done by the stockholders.

Section 2. Number, Qualification, and Term of Office. The
number of directors which shall constitute the whole Board of Directors shall
not be less than one (1) nor more than fifteen (15). Within the limits above
specified, the number of directors which shall constitute the whole Board of
Directors shall be determined from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by at least a majority of the
directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders.

Section 3. Resignations. Any director may resign at any time by
giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein, or if the time
when it shall become effective shall not be specified therein, then it shall
take effect immediately upon its receipt by the Secretary. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

Section 4. Removal of Directors. Any director may be removed,
either with or without cause, at any time, by the affirmative vote of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of
this Article III.

Section 5. Vacancies. Subject to the rights of the holders of
any series of preferred stock and unless the Board of Directors otherwise
determines, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, or removal
from office or other cause, shall be filled only by the affirmative vote of a
majority of the remaining directors then in office though less than a quorum,
and any director so chosen shall hold office for a term expiring at the next
annual meeting of stockholders and until such director's successor shall have
been elected and qualified, unless sooner displaced. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.

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<PAGE> 6
ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

Section 2. Annual Meetings. The first meeting of each newly
elected Board of Directors shall be held immediately following the annual
meeting of stockholders, and no notice of such meeting to the newly elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present. In the event such meeting is not held
immediately following the annual meeting of stockholders, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the directors.

Section 3. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

Section 4. Special Meetings; Notice. Special meetings of the
Board of Directors may be called by the Chairman of the Board, the President,
or the Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

Section 5. Quorum and Manner of Acting. At all meetings of the
Board of Directors, a majority of the directors at the time in office shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute or by the Restated Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Remuneration. The Board of Directors may at any time
and from time to time by resolution provide that a specified sum shall be paid
to any director of the Corporation, either as his annual remuneration as such
director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or
any such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 6 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

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<PAGE> 7
ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. Executive Committee; How Constituted and Powers. The
Board of Directors may in its discretion, by resolution passed by a majority of
the whole Board of Directors, designate an Executive Committee consisting of
one or more of the directors of the Corporation. Subject to the provisions of
Section 141 of the General Corporation Law of the State of Delaware, the
Restated Certificate of Incorporation, and these By-Laws, the Executive
Committee shall have and may exercise, when the Board of Directors is not in
session, all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and shall have the
power to authorize the seal of the Corporation to be affixed to all papers
which may require it; but the Executive Committee shall not have the power to
fill vacancies in the Board of Directors, the Executive Committee, or any other
committee of directors or to elect or approve officers of the Corporation. The
Executive Committee shall have the power and authority to authorize the
issuance. The Board of Directors shall have the power at any time, by
resolution passed by a majority of the whole Board of Directors, to change the
membership of the Executive Committee, to fill all vacancies in it, or to
dissolve it, either with or without cause.

Section 2. Organization. The Chairman of the Executive
Committee, to be selected by the Board of Directors, shall act as chairman at
all meetings of the Executive Committee and the Secretary shall act as
secretary thereof. In case of the absence from any meeting of the Executive
Committee of the Chairman of the Executive Committee or the Secretary, the
Executive Committee may appoint a chairman or secretary, as the case may be, of
the meeting.

Section 3. Meetings. Regular meetings of the Executive
Committee, of which no notice shall be necessary, may be held on such days and
at such places, within or without the State of Delaware, as shall be fixed by
resolution adopted by a majority of the Executive Committee and communicated in
writing to all its members. Special meetings of the Executive Committee shall
be held whenever called by the Chairman of the Executive Committee or a
majority of the members of the Executive Committee then in office. Notice of
each special meeting of the Executive Committee shall be given by mail,
telegraph, telex, cable, wireless, or other form of recorded communication or
be delivered personally or by telephone to each member of the Executive
Committee not later than the day before the day on which such meeting is to be
held. Notice of any such meeting need not be given to any member of the
Executive Committee, however, if waived by him in writing or by telegraph,
telex, cable, wireless, or other form of recorded communication, or if he shall
be present at such meeting; and any meeting of the Executive Committee shall be
a legal meeting without any notice thereof having been given, if all the
members of the Executive Committee shall be present thereat. Subject to the
provisions of this Article V, the Executive Committee, by resolution adopted by
a majority of the whole Executive Committee, shall fix its own rules of
procedure.

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<PAGE> 8
Section 4. Quorum and Manner of Acting. A majority of the
Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Executive Committee.

Section 5. Other Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more other committees consisting of one or more directors of
the Corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise, subject to the provisions of Section
141 of the General Corporation Law of the State of Delaware, the Restated
Certificate of Incorporation, and these By-Laws, the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and shall have the power to authorize the seal of the Corporation
to be affixed to all papers which may require it; but no such committee shall
have the power to fill vacancies in the Board of Directors, the Executive
Committee, or any other committee or in their respective membership, to appoint
or remove officers of the Corporation, or to authorize the issuance of shares
of the capital stock of the Corporation, except that such a committee may, to
the extent provided in said resolutions, grant and authorize options and other
rights with respect to the common stock of the Corporation pursuant to and in
accordance with any plan approved by the Board of Directors. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. A majority of all the members
of any such committee may determine its action and fix the time and place of
its meetings and specify what notice thereof, if any, shall be given, unless
the Board of Directors shall otherwise provide. The Board of Directors shall
have power to change the members of any such committee at any time to fill
vacancies, and to discharge any such committee, either with or without cause,
at any time.

Section 6. Alternate Members of Committees. The Board of
Directors may designate one or more directors as alternate members of the
Executive Committee or any other committee, who may replace any absent or
disqualified member at any meeting of the committee, or if none be so
appointed, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

Section 7. Minutes of Committees. Each committee shall keep
regular minutes of its meetings and proceedings and report the same to the
Board of Directors at the next meeting thereof.

ARTICLE VI

GENERAL

Section 1. Actions Without a Meeting. Unless otherwise
restricted by the Restated Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all
members of the Board of Directors or committee, as the case may be, consent

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<PAGE> 9
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or the committee.

Section 2. Presence at Meetings by Means of Communications
Equipment. Members of the Board of Directors, or of any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting conducted pursuant
to this Section 2 shall constitute presence in person at such meeting.

ARTICLE VII

NOTICES

Section 1. Type of Notice. Whenever, under the provisions of
any applicable statute, the Restated Certificate of Incorporation, or these
By-Laws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given in
writing, in person or by mail, addressed to such director or stockholder, at
his address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice to directors may
also be given in any manner permitted by Article III hereof and shall be deemed
to be given at the time when first transmitted by the method of communication
so permitted.

Section 2. Waiver of Notice. Whenever any notice is required to
be given under the provisions of any applicable statute, the Restated
Certificate of Incorporation, or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto, and
transmission of a waiver of notice by a director or stockholder by mail,
telegraph, telex, cable, wireless, or other form of recorded communication may
constitute such a waiver.

ARTICLE VIII

OFFICERS

Section 1. Elected and Appointed Officers. The elected officers
of the Corporation shall be a President and a Secretary, and, if the Board of
Directors so elects, a Chairman of the Board (who shall be a director), one or
more Vice Presidents, with or without such descriptive titles as the Board of
Directors shall deem appropriate, a Controller and a Treasurer. The Board of
Directors or the Executive Committee of the Board of Directors by resolution
also may appoint one or more Assistant Vice Presidents, Assistant Treasurers,
Assistant Secretaries, Assistant Controllers, and such other officers and
agents as from time to time may appear to be necessary or advisable in the
conduct of the affairs of the Corporation.

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Section 2. Time of Election or Appointment. The Board of
Directors at its annual meeting shall elect or appoint, as the case may be, the
officers to fill the positions designated in or pursuant to Section 1 of this
Article VIII. Officers of the Corporation may also be elected or appointed, as
the case may be, at any other time.

Section 3. Salaries of Elected Officers. The salaries of all
elected officers of the Corporation shall be fixed by the Board of Directors.

Section 4. Term. Each officer of the Corporation shall hold his
office until his successor is duly elected or appointed and qualified or until
his earlier resignation or removal. Any officer may resign at any time upon
written notice to the Corporation. Any officer elected or appointed by the
Board of Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

Section 5. Duties of the Chairman of the Board. The Chairman of
the Board, if one be elected, shall preside when present at all meetings of the
Board of Directors and, with the approval of the President, may preside at
meetings of the stockholders. He shall advise and counsel the President and
other officers of the Corporation, and shall exercise such powers and perform
such duties as shall be assigned to or required of him from time to time by the
Board of Directors.

Section 6. Duties of the President. The President shall be the
chief executive officer of the Corporation and, subject to the provisions of
these By-Laws, shall have general supervision of the affairs of the Corporation
and shall have general and active control of all its business. He shall
preside, when present, at all meetings of stockholders, except when the
Chairman of the Board presides with the approval of the President and as may
otherwise be provided by statute, and, in the absence of any other person
designated thereto by these By-Laws, at all meetings of the Board of Directors.
He shall see that all orders and resolutions of the Board of Directors and the
stockholders are carried into effect. He shall have general authority to
execute bonds, deeds, and contracts in the name of the Corporation and affix
the corporate seal thereto; to sign stock certificates; to cause the employment
or appointment of such employees and agents of the Corporation as the proper
conduct of operations may require, and to fix their compensation, subject to
the provisions of these By-Laws; to remove or suspend any employee or agent who
shall have been employed or appointed under his authority or under authority of
an officer subordinate to him; to suspend for cause, pending final action by
the authority which shall have elected or appointed him, any officer
subordinate to the President; and, in general, to exercise all the powers and
authority usually appertaining to the chief executive officer of a corporation,
except as otherwise provided in these By-Laws.

Section 7. Duties of Vice Presidents. In the absence of the
President or in the event of his inability or refusal to act, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the

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<PAGE> 11
President. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.

Section 8. Duties of Assistant Vice Presidents. In the absence
of a Vice President or in the event of his inability or refusal to act, the
Assistant Vice President (or in the event there shall be more than one, the
Assistant Vice Presidents in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their appointment)
shall perform the duties and exercise the powers of that Vice President, and
shall perform such other duties and have such other powers as the Board of
Directors, the President, or the Vice President under whose supervision he is
appointed may from time to time prescribe.

Section 9. Duties of the Secretary. The Secretary shall attend
all meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like
duties for the Executive Committee or other standing committees when required.
He shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or the President, under
whose supervision he shall be. He shall have custody of the corporate seal of
the Corporation, and he, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it, and when so affixed, it may be
attested by his signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature. The
Secretary shall keep and account for all books, documents, papers, and records
of the Corporation, except those for which some other officer or agent is
properly accountable. He shall have authority to sign stock certificates and
shall generally perform all the duties usually appertaining to the office of
the secretary of a corporation.

Section 10. Duties of Assistant Secretaries. In the absence of
the Secretary or in the event of his inability or refusal to act, the Assistant
Secretary (or, if there shall be more than one, the Assistant Secretaries in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the duties
and exercise the powers of the Secretary and shall perform such other duties
and have such other powers as the Board of Directors, the President, or the
Secretary may from time to time prescribe.

Section 11. Duties of the Treasurer. The Treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and
with such surety

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<PAGE> 12
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in his possession or under his control belonging to the Corporation. The
Treasurer shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

Section 12. Duties of Assistant Treasurers. The Assistant
Treasurer or Assistant Treasurers shall assist the Treasurer, and in the
absence of the Treasurer or in the event of his inability or refusal to act,
the Assistant Treasurer (or in the event there shall be more than one, the
Assistant Treasurers in the order designated by the Board of Directors, or in
the absence of any designation, then in the order of their appointment) shall
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors, the
President, or the Treasurer may from time to time prescribe.

Section 13. Duties of the Controller. The Controller, if one is
appointed, shall have supervision of the accounting practices of the
Corporation and shall prescribe the duties and powers of any other accounting
personnel of the Corporation. He shall cause to be maintained an adequate
system of financial control through a program of budgets and interpretive
reports. He shall initiate and enforce measures and procedures whereby the
business of the Corporation shall be conducted with the maximum efficiency and
economy. If required, he shall prepare a monthly report covering the operating
results of the Corporation. The Controller shall be under the supervision of
the Vice President in charge of finance, if one is so designated, and he shall
perform such other duties as may be prescribed by the Board of Directors, the
President, or any such Vice President in charge of finance.

Section 14. Duties of Assistant Controllers. The Assistant
Controller or Assistant Controllers shall assist the Controller, and in the
absence of the Controller or in the event of his inability or refusal to act,
the Assistant Controller (or, if there shall be more than one, the Assistant
Controllers in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties and exercise the powers of the Controller and perform such
other duties and have such other powers as the Board of Directors, the
President, or the Controller may from time to time prescribe.

ARTICLE IX

INDEMNIFICATION

Section 1. Actions Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or contemplated
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
trustee, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise (all of such persons

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<PAGE> 13
being hereafter referred to in this Article as a "Corporate Functionary"),
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation or, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or contemplated action or suit
by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a Corporate Functionary against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, except that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable to the Corporation, unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

Section 3. Determination of Right to Indemnification. Any
indemnification under Sections 1 or 2 of this Article IX (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Corporate Functionary is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 or 2 of this Article IX. Such determination
shall be made (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders.

Section 4. Right to Indemnification. Notwithstanding the other
provisions of this Article IX, to the extent that a Corporate Functionary has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article IX (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

Section 5. Prepaid Expenses. Expenses incurred in defending a
civil or criminal action, suit, or proceeding shall be paid by the Corporation
in advance of the final disposition

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<PAGE> 14
of such action, suit, or proceeding, upon receipt of an undertaking by or on
behalf of the Corporate Functionary to repay such amount if it shall ultimately
be determined he is not entitled to be indemnified by the Corporation as
authorized in this Article IX.

Section 6. Right to Indemnification upon Application; Procedure
upon Application. Any indemnification under Sections 2, 3 and 4, or any
advance under Section 5, of this Article IX shall be made promptly upon, and in
any event within 60 days after, the written request of the Corporate
Functionary, unless with respect to applications under Sections 2, 3 or 5 of
this Article IX, a determination is reasonably and promptly made by the Board
of Directors by majority vote of a quorum consisting of disinterested directors
that such Corporate Functionary acted in a manner set forth in such Sections as
to justify the Corporation in not indemnifying or making an advance of expenses
to the Corporate Functionary. If no quorum of disinterested directors is
obtainable, the Board of Directors shall promptly direct that independent legal
counsel shall decide whether the Corporate Functionary acted in a manner set
forth in such Sections as to justify the Corporation's not indemnifying or
making an advance of expenses to the Corporate Functionary. The right to
indemnification or advance of expenses granted by this Article IX shall be
enforceable by the Corporate Functionary in any court of competent jurisdiction
if the Board of Directors or independent legal counsel denies his claim, in
whole or in part, or if no disposition of such claim is made within 60 days.
The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

Section 7. Other Rights and Remedies. The indemnification and
advancement of expenses or provided by or granted pursuant to this Article IX
shall not be deemed exclusive of any other rights to which any person seeking
indemnification and advancement of expenses or may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a Corporate Functionary and shall inure to the benefit of the heirs,
executors, and administrators of such a person. Any repeal or modification of
these by-laws or relevant provisions of the Delaware General Corporation Law
and other applicable law, if any, shall not affect any then existing rights of
a Corporate Functionary to indemnification or advancement of expenses.

Section 8. Insurance. Upon resolution passed by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article IX.

Section 9. Mergers. For purposes of this Article IX, references
to "the Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its

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<PAGE> 15
separate existence had continued, would have had power and authority to
indemnify its directors and officers so that any person who is or was a
director or officer of such constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise shall stand in the same position under the provisions of this
Article IX with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

Section 10. Savings Provision. If this Article IX or any portion
hereof shall be invalidated on any ground by a court of competent jurisdiction,
the Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding
or action or suit brought by or in the right of the Corporation, to the full
extent permitted by any applicable portion of this Article IX that shall not
have been invalidated.

ARTICLE X

CERTIFICATES REPRESENTING STOCK

Section 1. Right to Certificate. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President, or a Vice
President and by the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences, and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations, or restrictions of
such preferences or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock; provided, that, except as otherwise provided in
Section 202 of the General Corporation Law of the State of Delaware, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences, and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations, or restrictions of
such preferences or rights.

Section 2. Facsimile Signatures. Any of or all the signatures
on the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the
date of issue.

Section 3. New Certificates. The officers of the Corporation
may authorize the Corporation's transfer agent to direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation and alleged to have been

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<PAGE> 16
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed.
When authorizing such issue of a new certificate or certificates, an officer of
the Corporation may, in his discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen, or destroyed or the issuance of such new certificate.

Section 4. Transfers. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

Section 5. Record Date. The Board of Directors may fix in
advance a date, not preceding the date on which the resolution fixing the
record date is adopted, and

(i) not more than 60 days nor less than 10 days preceding
the date of any meeting of stockholders, as a record
date for the determination of the stockholders entitled
to notice of, and to vote at, any such meeting and any
adjournment thereof,

(ii) not more than 10 days after the date on which the
resolution fixing the record date is adopted, as a
record date in connection with obtaining a consent of
the stockholders in writing to corporate action without
a meeting, or

(iii) not more than 60 days before the date for payment of
any dividend or distribution, or the date for the
allotment of rights, or the date when any change, or
conversion or exchange of capital stock shall go into
effect, or the date on which any other lawful action
shall be taken, as the record date for determining the
stockholders entitled to receive payment of any such
dividend or distribution, or to receive any such
allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of
capital stock or other lawful action of the
corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, any such meeting and any adjournment thereof (provided,
however, that the Board of Directors may fix a new record date for an adjourned
meeting), or to give such consent, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

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<PAGE> 17
Section 6. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not provided by the laws of the State of Delaware.

ARTICLE XI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
Corporation, if any, subject to the provisions of the Restated Certificate of
Incorporation, may be declared by the Board of Directors (but not any committee
thereof) at any regular meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the provisions
of the Restated Certificate of Incorporation.

Section 2. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in their absolute
discretion, thinks proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

Section 3. Checks. All checks or demands for money and promissory
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
prescribe.

Section 4. Fiscal Year. The fiscal year of the Corporation shall
be determined by the Board of Directors.

Section 5. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise.

ARTICLE XII

AMENDMENTS

These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by a majority of the members of the Board of Directors.

<PAGE> 18

CERTIFICATION

I, Assistant Secretary of the Corporation, hereby certify that the
foregoing is a true, accurate and complete copy of the Bylaws of Dynamex Inc.
adopted by its Board of Directors as of May ___, 1996.

------------------------------------
Robert P. Capps, Assistant Secretary

<PAGE> 1
EXHIBIT 5.1

(214) 953-0053

June 6, 1996

Dynamex Inc.
2630 Skymark Avenue
Mississauga, Ontario L4W 5A4

Gentlemen:

We have served as counsel for Dynamex Inc., a Delaware corporation
(the "Company"),in connection with the Registration Statement on Form S-1 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the proposed public
offering of 3,100,000 shares of Common Stock of the Company to be issued and
sold by the Company (the "Primary Shares") and, subject to the exercise of an
over- allotment option, an additional 465,000 shares of the Common Stock of the
Company to be issued and sold by the Company (collectively with the Primary
Shares, the "Shares").

With respect to the foregoing, we have examined such documents and
questions of law as we have deemed necessary to render the opinion expressed
below. Based upon the foregoing, we are of the opinion that:

The Shares, when sold, issued and delivered in the manner and
for the consideration stated in the Prospectus constituting a part of the
Registration Statement and in the Underwriting Agreement described in the
Registration Statement, will be duly and validly authorized, issued and
outstanding and fully paid and nonassessable.

We consent to the use of this opinion as Exhibit 5 to the Registration
Statement and to the use of our name in the Registration Statement and in the
Prospectus included therein under the heading "Legal Matters."

Very truly yours,

Crouch & Hallet, L.L.P.

<PAGE> 1
EXHIBIT 10.2

CONSULTING AGREEMENT

This Agreement is made and entered into on July 19, 1995, between
PARCELWAY SYSTEMS HOLDING CORP., a Delaware corporation, hereinafter referred
to as the "Company", and GEORGE M. SIEGEL, resident of Arizona, hereinafter
collectively referred to as "Siegel".

Recitals

1. Siegel and the Company entered into an Employment Agreement
dated November 16, 1993 (the "Employment Agreement").

2. One the date hereof, Siegel has resigned as an employee of the
Company and as a member of the Company's Board of Directors, and the Company
has accepted his resignation.

3. The Company desires to continue to use Siegel's expertise by
retaining Siegel as a consultant, and Siegel desires to assist the Company on
this basis.

Now, therefore, in consideration of the mutual promises set out in
this Agreement, the parties hereto agree as follows.

1. Engagement of Consultant. The Company hereby engages Siegel
as a consultant, effective as of the date hereof. The Employment Agreement
shall hereby be terminated and shall be of no further force or effect.

2. Compensation.

(a) Consulting Fee. Subject to the conditions herein set
forth, during the term hereof the Company shall pay Siegel and Siegel
agrees to accept from the Company, a consulting fee in the amount of
$120,000 per year payable in semi-monthly installments of $5,000.

(b) Company Benefit Plans; Automobile Allowance. Siegel
shall be eligible to participate in Company health insurance and
similar benefit plans in the manner of an employee of the Company. In
addition, Siegel shall be entitled to receive an automobile allowance
of $500 per month.

(c) Business Expenses. The Company shall promptly
reimburse Siegel for any reasonable business expenses paid by Siegel
on behalf of the Company in the performance of his consulting duties
hereunder upon receipt by the Company of an itemized request for
reimbursement of expenditures reasonably supported by receipts or
other documentation.
<PAGE> 2
3. Duties of Siegel. Siegel shall perform such management
consulting services as may be reasonably requested from time to time by the
board of directors of the Company and Siegel.

4. Duration of Engagement. The term of Siegel's consulting
agreement shall continue pursuant to this Agreement from the effective date
until the earliest of the following:

(i) November 16, 1998;

(ii) the death or total disability of Siegel;

(iii) voluntary termination of this Agreement by Siegel not due to
the Company's material breach of any of the provisions of this Agreement; or

(iv) the termination by the Company for "Just Cause," which shall
mean:

a. the material breach by Siegel of any provision
hereunder which has not been cured within a period of 90 days after
Siegel has received specific written notice of such breach from the
Company's board of directors; or

b. the indictment of Siegel for any felony.

5. Termination Compensation.

(a) Termination at Death. Upon the death of Siegel, the
Company shall pay to his designated beneficiary, as termination
compensation, Siegel's consulting fee then in effect for three months
after the date of death.

(b) Termination Due to Total Disability. Upon
termination of Siegel's consulting engagement due to total disability,
the Company shall pay to him, as termination compensation, his
consulting fee for three months or until inception of long-term
disability benefits provided under Company paid disability insurance
coverage.

(c) Termination for Just Cause. Upon the termination of
Siegel's consulting engagement for Just Cause, the Company shall pay
no compensation to him other than his consulting fee for the month (or
portion thereof) in which termination of consulting engagement took
place.

(d) Offsets. The Company may offset any payment due
under this Section 5 against any loan or account receivable due or
other amounts owed

2
<PAGE> 3
the Company by Siegel, if any, at the time of the termination of this
Agreement.

6. Confidentiality. Siegel acknowledges that the nature of his
engagement and business relationship with the Company and his continued
association with the Company necessarily involve the creation, transmittal and
handling of, and access to, confidential information. Siegel also acknowledges
that he will have access to and has become and will become familiar with
confidential information (as defined in this Agreement) which is owned by the
Company and is and will be regularly used in the operation of the business of
the Company.

Siegel agrees that he will not either directly or indirectly use,
disclose or disseminate to any person or other entity any such confidential
information either during the term of this Agreement or after his engagement by
the Company is terminated. All confidential information relating to the
business of the Company, whether prepared or compiled by Siegel or otherwise
coming into his possession, shall remain the exclusive property of the Company
and (after the cessation of Siegel's consulting engagement) shall not be
removed from the premises of the Company (except in the ordinary course of the
Company's business or consistent with policies promulgated by the board of
directors of the Company) without the prior written consent of the board of
directors of the Company.

The term "confidential information" as used in this Agreement shall
include (i) all information regarding the financial affairs of the Company and
(ii) all material undisclosed information regarding the strategies and plans of
the Company; provided, however, that confidential information shall not include
(i) any data or information that was in the public domain at the time of
Siegel's engagement by the Company, (ii) is or becomes generally available in
the public domain (except as a result of Siegel's breach of this Agreement);
(iii) becomes available to Siegel on a non- confidential basis from an
independent source, provided that such source is not bound by a confidentiality
agreement with the Company; (iv) Siegel develops independently after the
termination of this Agreement without the use of any other Confidential
Information; (v) Siegel becomes legally compelled to disclose, in which case
Siegel shall provide the Company with prompt written notice of such requirement
so that the Company may seek a protective order (or other appropriate remedy)
or waive compliance with the provisions of this Section 6 as it deems
necessary.

7. Non-Competition. During the term of Siegel's engagement
hereunder and for a period of three years thereafter, Siegel will not, without
the prior written consent of the Company, directly or indirectly, either
through any kind of ownership (other than ownership of securities of publicly
held corporations of which he owns 5% or less of any class of outstanding
securities) or as an employee, agent, or consultant, engage in any way, in the
delivery services business (which term shall include, but not be limited to,
both conventional courier delivery services and on- premises dedicated

3
<PAGE> 4
delivery services) within a 250 mile radius of any of the 15 largest standard
metropolitan areas of the United States. Siegel acknowledges and agrees that
the ascertainment of damages in the event of his breach of any provision of
this provision would be difficult, if not impossible, and that the Company, in
addition to and without limiting any other remedy or right which it may have,
shall have the right to an injunction, issued by a court of competent
jurisdiction, enjoining such breach.

8. Acknowledgment of Reasonableness of Covenants. Siegel has
carefully read and considered the provisions of Sections 6 and 7 and, having
done so, agrees that the terms of the covenants non-disclosure and
non-competition are fair and reasonable and are reasonably required for the
protection of the interests of the Company, its business, its officers, its
directors, and its employees.

9. Consultant's Status as Stockholder. Consultant is a
significant stockholder of the Company. Nothing contained herein is intended
to impair or expand any right which Consultant derives from his status as a
stockholder, which shall remain unaffected by any action taken hereunder or by
any termination of this Agreement. The Company covenants to make available to
Consultant all information which is generally distributed to stockholders of
the Company or which may be generally accessed by stockholders.

10. Confidentiality. Each of the Company and Consultant will
treat as confidential terms and conditions of this Agreement and will not
disclose such information to third parties except (i) as may be required by law
or (ii) to the extent required under generally accepted accounting principles
to be referenced in the Company's audited financial statements.

11. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of Arizona.

12. Assignment. This Agreement is personal in nature and
therefore shall not be assignable by either party without the written consent
of the other; provided, however, that the Company may assign this Agreement to
any subsidiary corporation directly or indirectly owned by the Company.

13. No Waiver. The failure to enforce at any time any of the
provisions of this Agreement or to require at any time performance by the other
party of any of the provisions of this Agreement shall in no way be construed
(i) to be a waiver of such provisions, or (ii) to affect the validity of this
Agreement, or any part of this Agreement, or the right of either party to
enforce each provision in accordance with the terms of this Agreement.

4
<PAGE> 5
EXECUTED the day, month and year first above written.

PARCELWAY SYSTEMS HOLDING CORP.

By: /s/ Richard K. McClelland
----------------------------
Richard K. McClelland
President

/s/ George M. Siegel
--------------------------
George M. Siegel

<PAGE> 1
EXHIBIT 10.3

DYNAMEX INC. 1996 STOCK OPTION PLAN

SECTION 1.
PURPOSE

The purposes of this Dynamex Inc. 1996 Stock Option Plan (this "Plan")
are to attract and retain the best available employees and directors of Dynamex
Inc. (the "Company") and any Parent or Subsidiary of the Company (each as
hereinafter defined), to provide additional incentive to such persons and to
promote the success of the business of the Company. This Plan is intended to
comply with Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or any successor provision ("Rule 16b-3"), and
this Plan shall be construed, interpreted and administered to so comply. This
Plan amends and restates the Parcelway Systems Holding Corp. 1993 Stock Option
Plan.

SECTION 2.
OTHER DEFINITIONS

As used in this Plan:

"Board" means the Board of Directors of the Company.

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

"Committee" means the Compensation Committee or other committee
appointed by the Board, which shall consist of two or more directors, each of
whom shall be a "disinterested person" within the meaning of Rule 16b-3(c)
under the Exchange Act, or any successor provision.

"Common Stock" means the Common Stock, $.01 par value, of the Company.

"Effective Date" means June 5, 1996.

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

"Fair Market Value" means, with respect to the Common Stock and at any
date, (i) the reported closing price of such stock on the New York Stock
Exchange or other established stock exchange or the Nasdaq National Market
System on such date, or if no sale of such stock shall have been made on such
an exchange or the Nasdaq National Market System on that date, on the preceding
date on which there was such a sale, (ii) if such stock is not then listed on
such an exchange or quoted on the Nasdaq National Market System, the average of
the closing bid and asked prices per share for such stock in the
over-the-counter market as quoted on the National
<PAGE> 2
Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq")
on such date, or (iii) if such stock is not then listed on such an exchange or
quoted on Nasdaq or the Nasdaq National Market System, an amount determined in
good faith by the Committee in its sole discretion.

"Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under this Plan which is intended to meet the
requirements of Section 422 of the Code or any successor provision.

"Non-Employee Director" means a director of the Company who is not an
employee of the Company or any parent or Subsidiary of the Company.

"Non-Qualified Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant under this Plan which is not intended to
be an Incentive Stock Option.

"Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.

"Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

"Participant" means a person selected by the Committee to receive an
award under this Plan and Non-Employee Directors.

"Restricted Stock" means Common Stock awarded to a Participant subject
to restrictions pursuant to the Plan.

"Restricted Stock Grant" means an award of shares of Restricted Stock.

"Section 16 Participant" means a Participant subject to Section 16 of
the Exchange Act.

"Securities Act" means the Securities Act of 1933, as amended from time to
time.

"Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

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<PAGE> 3
SECTION 3.
ADMINISTRATION

(a) Committee Authority; Delegation. This Plan shall be
administered by the Committee. Among other things, the Committee shall have
authority, subject to the terms of this Plan (including, without limitation,
the provisions governing participation in this Plan by Non-Employee Directors),
to grant awards under this Plan and to determine the individuals to whom and
the time or times at which awards may be granted, the type(s) of award(s) to be
granted to such individuals pursuant to this Plan and the terms and conditions
of such awards. All administrative powers may be delegated by the Committee,
except where (i) such powers with respect to the selection of and determination
of awards for Section 16 Participants are required to be exercised by the
Committee in order to enable this Plan to qualify for the exemption provided by
Rule 16b-3 or (ii) such delegation would cause the benefits under this Plan to
"covered employees" within the meaning of Section 162(m) of the Code to not
qualify as performance-based compensation within the meaning of Section 162(m)
of the Code and applicable interpretive authority thereunder.

(b) Actions of Committee. Subject to the provisions of Section
10(e) hereof, the Committee shall have authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the operation of
this Plan as it shall from time to time consider advisable, to interpret the
provisions of this Plan and any Option Agreement or Restricted Stock Agreement
(each as hereinafter defined), and to decide all disputes arising in connection
with this Plan. The Committee's decisions and interpretations shall be final
and binding. Any action of the Committee with respect to the administration of
this Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.

(c) Indemnification. The Company shall indemnify and hold
harmless each director of the Company and each Committee member for any action
or determination made in good faith with respect to this Plan or any Option
Agreement or Restricted Stock Agreement.

SECTION 4.
ELIGIBILITY

The following individuals shall be eligible to receive awards pursuant
to this Plan as follows:

(a) Any employee (including any officer or director who is an
employee) of the Company or any Parent or Subsidiary of the Company shall be
eligible to receive Incentive Stock Options under this Plan. Any employee
(including any officer or director who is an employee) of the Company or any
Parent, Subsidiary or other

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<PAGE> 4
affiliate of the Company shall be eligible to receive Non-Qualified Stock
Options and Restricted Stock Grants under this Plan. Eligible employees may
receive more than one Option or Restricted Stock Grant under this Plan.

(b) Any Non-Employee Director of the Company shall be eligible to
receive Options and Restricted Stock Grants only as set forth in Section 8
hereof.

SECTION 5.
STOCK AVAILABLE UNDER THIS PLAN

(a) Number of Shares Available. Subject to any adjustments made
pursuant to Section 5(b) hereof, the aggregate number of shares of Common Stock
that may be delivered pursuant to the exercise of all Options granted and
pursuant to all Restricted Stock Grants awarded under this Plan shall be
630,000, of which no more than 50,000 shares may be delivered pursuant to
Restricted Stock Grants and the exercise of Options awarded to Non-Employee
Directors in accordance with Section 8 hereof. If any Option expires or is
terminated before exercise or if any portion of any Restricted Stock Grant is
forfeited for any reason, the shares of Common Stock which were subject to but
were either forfeited to the Company or not delivered under such Option or
Restricted Stock Grant, and any other shares of Common Stock that for any other
reason are not issued to a Participant, shall again be available for award
under this Plan as if no Option or Restricted Stock Grant had been awarded with
respect to such shares. Awards under this Plan may be fulfilled with either
authorized and unissued shares of Common Stock or issued and reacquired shares
of Common Stock.

(b) Adjustment. In the event of a stock dividend, stock split or
combination of shares of Common Stock, recapitalization or other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company, appropriate and proportionate
adjustment shall be made in (i) the number and kind of shares of stock in
respect of which Options or Restricted Stock Grants may be awarded under this
Plan, (ii) the number and kind of shares of stock or other property subject to
outstanding Options and Restricted Stock Grants, and (iii) the award, exercise
or conversion price with respect to any of the foregoing.

SECTION 6.
TERMS AND CONDITIONS OF OPTIONS

(a) Grants of Options. Subject to the provisions of this Plan,
the Committee may award Incentive Stock Options and Non-Qualified Stock Options
and determine the number of shares to be covered by each Option, the option
price therefor, the term of the Option, and the other conditions and
limitations applicable to the exercise of the

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<PAGE> 5
Option. The terms and conditions of Incentive Stock Options shall be subject
to and comply with Section 422 of the Code, or any successor provision, and any
regulations thereunder. Each grant of an Option may be made alone or in
combination with, in addition to or in relation to any other award authorized
by this Plan. The terms of each Option need not be identical, and the
Committee need not treat Participants uniformly. Except as otherwise provided
by this Plan or a particular Option Agreement, any determination with respect
to an Option may be made by the Committee at the time of award or at any time
thereafter.

(b) Agreement in Writing; Provisions. Each Option under this Plan
shall be evidenced by a written agreement (each, an "Option Agreement")
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of this Plan as the Committee considers necessary or advisable to achieve the
purposes of this Plan or comply with applicable tax and regulatory laws and
accounting principles. Each Option Agreement shall specify whether the Options
granted thereby are Incentive Stock Options or Non-Qualified Stock Options.

(c) Option Price. The option price per share of Common Stock
purchasable under an Option shall be 100% of the Fair Market Value of the
Common Stock on the date of award. If the Participant owns or is deemed to own
(by reason of the attribution rules applicable under Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of stock of the
Company or any Subsidiary or Parent of the Company and an Incentive Stock
Option is granted to such Participant, the option price shall be 110% of Fair
Market Value of the Common Stock on the date of award.

(d) Method of Payment. The purchase price for any share purchased
pursuant to the exercise of any Option granted under this Plan shall be paid in
full upon exercise of the Option by any of the following methods, to the extent
permitted under the particular Option Agreement: (i) by cash, (ii) by check or
(iii) by transferring to the Company shares of Common Stock at their Fair
Market Value as of the date of exercise of the Option. Notwithstanding the
foregoing, the Company may arrange for or cooperate in permitting cashless
exercise procedures and may extend and maintain, or arrange for the extension
and maintenance of, credit to a Participant to finance the Participant's
purchase of shares pursuant to the exercise of Options, on such terms as may be
approved by the Committee, subject to applicable regulations of the Federal
Reserve Board and any other applicable laws or regulations in effect at the
time such credit is extended.

(e) Termination. No Option shall be exercisable more than ten
years after the date the Option is awarded. If a Participant owns or is deemed
to own (by reason of the attribution rules of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or

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<PAGE> 6
Parent of the Company and an Incentive Stock Option is awarded to such
Participant, such Option shall not be exercisable after the expiration of five
years from the date of award.

(f) Exercise. No Option shall be exercisable during the lifetime
of a Participant by any person other than the Participant or his or her
guardian or legal representative. The Committee shall have the power to set
the time or times within which each Option shall be exercisable and to
accelerate the time or times of exercise of each Option, other than, in each
case, Options awarded or to be awarded to Non-Employee Directors. To the
extent that a Participant has the right to exercise one or more Options and
purchase shares pursuant thereto, the Options may be exercised from time to
time by written notice to the Company stating the number of shares being
purchased and accompanied by payment in full of the option price for such
shares. Any certificate for shares of outstanding Common Stock used to pay the
option price shall be accompanied by a stock power duly endorsed in blank by
the registered owner of the certificate (with the signature thereon
guaranteed). In the event the certificate tendered by the Participant in such
payment covers more shares than are required for such payment, the certificate
shall also be accompanied by instructions from the Participant to the Company's
transfer agent with respect to the disposition of the balance of the shares
covered thereby.

(g) Disability, Death, Retirement or Other Termination. The
Committee shall determine the effect on an Option (other than an Option awarded
or to be awarded to a Non-Employee Director) of the disability, death,
retirement or other termination of employment of a Participant and the extent
to which, and the period during which, the Participant's legal representative,
guardian or designated beneficiary may exercise rights thereunder.

(h) Nontransferability. No Option or interest therein or right
thereunder shall be transferable by a Participant other than by will or the
laws of descent and distribution.

(i) $100,000 Limit for Incentive Stock Options. If required by
applicable tax rules regarding a particular grant, to the extent that the
aggregate Fair Market Value (determined as of the date an Incentive Stock
Option is granted) of the shares with respect to which an Incentive Stock
Option grant under this Plan (when aggregated, if appropriate, with shares
subject to other Incentive Stock Option grants made before said grant under
this Plan or any other plan maintained by the Company or any Parent or
Subsidiary of the Company) is exercisable for the first time by a Participant
during any calendar year exceeds $100,000 (or such other limit as is prescribed
by the Code), such Option grant shall be treated as a grant of Non-Qualified
Stock Options pursuant to Code Section 422(d).

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<PAGE> 7
(j) Disposition of Incentive Stock Options. A Participant shall
notify the Committee in the event that he or she disposes of Common Stock
acquired upon exercise of an Incentive Stock Option within the two-year period
following the date the Incentive Stock Option was granted or within the
one-year period following the date he or she received Common Stock upon the
exercise of an Incentive Stock Option.

(k) Option Modification. The Committee may amend, modify or
terminate any outstanding Option held by a Participant other than a
Non-Employee Director, including substituting therefor another Option of the
same or a different type, changing the date of exercise or vesting and
converting an Incentive Stock Option to a Non-Qualified Stock Option, provided
that the Participant's consent to such action shall be required unless the
Committee determines in its sole discretion that the action, taking into
account any related action, would not materially and adversely affect the
Participant.

SECTION 7.
TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS

(a) Restricted Stock Grants. Subject to the provisions of this
Plan, the Committee may award Restricted Stock Grants and determine the number
of shares of Restricted Stock covered by such Grant, the restrictions thereon
(which may include, without limitation, restrictions on the transfer of such
shares, restrictions on the right to vote such shares and restrictions on the
right to receive dividends on such shares), the time or times at which and the
conditions upon which such restrictions shall lapse, and the other terms and
conditions applicable to such Grant. Each Restricted Stock Grant may be made
alone or in combination with, in addition to or in relation to any other award
authorized by this Plan. The terms of each Restricted Stock Grant need not be
identical, and the Committee need not treat Participants uniformly. Except as
otherwise provided by this Plan or a particular Restricted Stock Agreement, any
determination with respect to a Restricted Stock Grant may be made by the
Committee at the time of award or at any time thereafter. The Committee may,
but shall not be required to, award Restricted Stock Grants based upon the
attainment of one or more "performance goals" within the meaning of Section
162(m) of the Code and applicable interpretive authority thereunder.

(b) Agreement in Writing; Provisions. Each Restricted Stock Grant
shall be evidenced by a written agreement (each, a "Restricted Stock
Agreement") delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of this Plan as the Committee considers necessary or advisable
to achieve the purposes of this Plan or comply with applicable tax and
regulatory laws and accounting principles.

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<PAGE> 8
(c) Delivery of Shares. Each share of Restricted Stock, when
issued, shall be issued in the name of the Participant and the certificate
evidencing such share shall be deposited with the Company, together with a
stock power duly endorsed in blank, upon such issuance and continuing until all
applicable restrictions on such share shall have lapsed.

(d) Disability, Death, Retirement or Other Termination. The
Committee shall determine the effect on a Restricted Stock Grant (other than a
Restricted Stock Grant awarded or to be awarded to a Non-Employee Director) of
the disability, death, retirement or other termination of employment of a
Participant.

(e) Nontransferability. Prior to the lapse of all restrictions
thereon, no share of Restricted Stock or interest therein or right thereunder
shall be transferable by a Participant otherwise than by will or the laws of
descent and distribution.

(f) Restricted Stock Grant Modification. The Committee may amend,
modify or terminate any outstanding Restricted Stock Grant held by a
Participant other than a Non-Employee Director, including substituting therefor
another Restricted Stock Grant of the same or a different type and changing the
time or times at which any restrictions shall lapse, provided that the
Participant's consent to such action shall be required unless the Committee
determines in its sole discretion that the action, taking into account any
related action, would not materially and adversely affect the Participant.

SECTION 8.
NONDISCRETIONARY AWARDS
TO NON-EMPLOYEE DIRECTORS

Notwithstanding any other provision of this Plan, Non-Employee
Directors shall participate in this Plan only to the extent set forth in this
Section 8. The provisions of this Plan applicable to awards granted or to be
granted to Non-Employee Directors are intended to comply with the provisions of
Rule 16b-3(c)(2)(ii) under the Exchange Act, or any successor provision, and
such provisions shall be construed, interpreted and administered to so comply.
The Committee shall have no authority to take any action, and shall not take
any action, if the authority to take such action, or the taking of such action,
would result in noncompliance with such provisions.

(a) Date of Grant; Number of Shares. On the later of (i) the date
upon which a Non-Employee Director is first elected or appointed a member of
the Board or (ii) the closing of initial public offering of the Company's
Common Stock, he or she shall receive a grant of a Non-Qualified Stock Option
to purchase 2,000 shares of Common Stock. Non-Employee Directors subsequently
re-elected at any meeting of stockholders shall receive as of the

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<PAGE> 9
anniversary of the initial grant of a Non-Qualified Stock Option to such
director, the grant of a Non-Qualified Stock Option to purchase 2,000 shares of
Common Stock. Options granted to Non-Employee Directors shall be immediately
exercisable.

(b) Term. The term of each Option granted to a Non-Employee
Director shall be ten years from its date of grant, unless sooner terminated or
extended in accordance with Section 8(d) below.

(c) Option Price. The option price of the shares of Common Stock
subject to each Option granted to a Non- Employee Director shall be the Fair
Market Value of such shares on the date the Option is granted.

(d) Exercise after Death or Other Termination. If a Non-Employee
Director ceases to be a director of the Company, such Non-Employee Director's
Options shall be exercisable by him only during the six months following the
date such person ceases to be a director, except that:

(i) if a Non-Employee Director dies while serving as a
director, such Non-Employee Director's Options shall be exercisable by
his or her executor or administrator or, if not so exercised, by the
legatees or the distributees of his or her estate, only during the six
months following his or her death; and

(ii) notwithstanding the foregoing, a Non-Employee
Director's Options shall terminate immediately on the date that such
person is removed as a director for cause. For purposes of this
Section 8, a Non-Employee Director shall be considered to have been
dismissed "for cause" in the event he or she is dismissed on account
of any act of (x) fraud or intentional misrepresentation or (y)
embezzlement, misappropriation, or conversion of assets or
opportunities of the Company or any Subsidiary of the Company.

SECTION 9.
ACCELERATION OF EXERCISABILITY AND
VESTING UNDER CERTAIN CIRCUMSTANCES

Notwithstanding any provision in this Plan to the contrary, with
regard to any Option or Restricted Stock Grant awarded to any executive officer
or director of the Company, unless the particular Option or Restricted Stock
Agreement provides otherwise, the Option will become immediately exercisable
and vested in full, and all restrictions on any shares of Restricted Stock
subject to a Restricted Stock Grant shall immediately lapse, upon the
occurrence, before the expiration or termination of such Option or forfeiture
of such shares, of any of the events listed below:

(a) a sale, transfer or other conveyance of all or substantially
all of the assets of the Company on a consolidated basis;

- 9 -
<PAGE> 10
(b) the acquisition of beneficial ownership (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) by
any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than (i) the Company, (ii) Cypress
Capital Partners I, L.P., (iii) James M. Hoak, or (iv) any of
the affiliates of any of the foregoing, directly or
indirectly, of securities representing 15% or more of the
total number of votes that may be cast for the election of
directors of the Company; or

(c) the commencement (within the meaning of Rule 14d-2 promulgated
under the Exchange Act) of a "tender offer" for stock of the
Company subject to Section 14(d)(2) of the Exchange Act; or

(d) the failure at any annual or special meeting of the Company's
stockholders following an "election contest" subject to Rule
14a-11 promulgated under the Exchange Act, of any of the
persons nominated by the Company in the proxy material mailed
to stockholders by the management of the Company to win
election to seats on the Board, excluding only those who die,
retire voluntarily, are disabled or are otherwise disqualified
in the interim between their nomination and the date of the
meeting.

SECTION 10.
MISCELLANEOUS

(a) No Right of Employment. No person shall have any claim or
right to be awarded an Option or Restricted Stock Grant, and the award of an
Option or Restricted Stock Grant shall not be construed as giving a Participant
the right to continued employment. The Company expressly reserves the right at
any time to dismiss a Participant free from any liability or claim under this
Plan, except as expressly provided in the applicable Option or Restricted Stock
Agreement.

(b) Plan Not Exclusive. Nothing contained in this Plan shall
prevent the Company from adopting other or additional compensation arrangements
for its employees or directors.

(c) No Rights as Stockholders. Subject to the provisions of the
applicable Option or Restricted Stock Agreement, no Participant shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed under this Plan until he or she becomes the record holder thereof.

(d) Investment Representation. The Committee may require, as a
condition of receiving shares of Common Stock (including shares of Restricted
Stock) issued pursuant to any Option or Restricted Stock Grant, that a
Participant furnish to the

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<PAGE> 11
Company such written representations and information as the Committee deems
appropriate to permit the Company, in light of the existence or nonexistence of
an effective Registration Statement under the Securities Act, to deliver such
shares in compliance with the provisions of the Securities Act.

(e) Section 16 Participants. Notwithstanding any other provision
of this Plan, in order to qualify for the exemption provided by Rule 16b-3, (i)
any shares of Restricted Stock or other equity security received by a Section
16 Participant pursuant to a Restricted Stock Grant and any Common Stock or
other equity security acquired by a Section 16 Participant upon exercise of an
Option may not be sold for six months and one day after the date of award of
the Restricted Stock Grant or Option and (ii) any Option or other right related
to an equity security issued under this Plan that constitutes a "derivative
security" within the meaning of Rule 16b-3(a)(2) under the Exchange Act, or any
successor provision, shall not be transferable other than by will or the laws
of descent and distribution. The Committee shall have no authority to take any
action, and shall not take any action, if the authority to take such action, or
the taking of such action, would disqualify this Plan from the exemption
provided by Rule 16b-3.

(f) Effectiveness. This Plan amendment and restatement shall
become effective upon its approval by the Board, subject to approval by the
stockholders of the Company. Prior to such stockholder approval, awards may be
granted under this Plan amendment and restatement subject to such stockholder
approval.

(g) Amendment; Termination. The Board may amend, suspend or
terminate this Plan or any portion thereof at any time, provided that (i) no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any applicable tax or regulatory requirement,
including any requirements for exemptive relief under Section 16(b) of the
Exchange Act or any successor provision, and (ii) Section 8 hereof and, as it
relates to awards granted or to be granted to Non-Employee Directors, Section 9
hereof may not be amended more than once every six months other than to comport
with changes in the Code or ERISA or the rules and regulations under either
thereof. If any amendment, suspension or termination of this Plan shall
materially and adversely affect the rights of the holder of any award then
outstanding, such amendment, suspension or termination shall not be deemed to
alter such rights unless the holder shall consent thereto.

(h) Term. Options and Restricted Stock Grants may not be awarded
under this Plan after ten years from the Effective Date, but then outstanding
Options and Restricted Stock Grants may extend beyond such date. Unless sooner
terminated, this Plan shall terminate on the tenth anniversary of the Effective
Date, provided that such termination shall not terminate or affect any Option
or Restricted Stock Grant then outstanding.

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<PAGE> 1
EXHIBIT 10.4

MARKETING AND TRANSPORTATION SERVICES AGREEMENT

THIS AGREEMENT made in duplicate this 20 day of November, 1995.

B E T W E E N:

PUROLATOR COURIER LTD.
("Purolator")

- and -

PARCELWAY COURIER SYSTEMS CANADA LTD.
a subsidiary of Dynamex Inc.
("Dynamex")

WHEREAS Purolator inter alia, is licensed to provide courier services for
compensation across Canada and the United States of America;

AND WHEREAS Dynamex inter alia, is licensed to provide courier services
for compensation across Canada and the United States of America;

AND WHEREAS Purolator's principal business activity is next day or
multiple day service:

AND WHEREAS Dynamex' principal business is sameday service;

AND WHEREAS Purolator and Dynamex wish to cooperate, as independent
contractors, in the marketing of their respective services and in the provision
of those services to their respective customers;

NOW THEREFORE in consideration of the mutual covenants contained in this
Agreement, the Parties hereto agree as follows:

1.0 DEFINITIONS

1.1 The following words shall have the following meanings throughout this
Agreement:

a) "Agreement" means this Agreement and all Schedules annexed hereto,
as amended from time to time by the Parties;

b) "Freight" means any goods directed to one Party by the other for
pick up and/or delivery;

c) "Force Majeure" means

i) An Act of God;

ii) A strike, lock out or other labour disturbance;

<PAGE> 2
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iii) A war, revolution, insurrection, riot, blockade or any
other unlawful act against public order authority;

iv) A storm, fire, flood, explosion, lightening or other
hazardous weather condition;

v) Any Ministry of Transportation road closure or other acts
of government or transport authorities which are beyond the
control of the Parties;

vi) Any air traffic control delays, cancellations, reroutes or
other acts of government, airport or aviation authorities,
which are beyond the control of the Parties;

vii) Any loss, hijacking, government seizure or diversion.

1.2 All references to currency in this Agreement shall be to Canadian
currency, unless otherwise indicated.

1.3 All references to days in this Agreement are references to calendar days
unless the reference is to business days, in which case business days
shall be interpreted as business days as designated in the Province of
Ontario.

2.0 TERM

2.1 This Agreement shall be effective from the date first above written and
shall continue indefinitely until terminated by either Party in
accordance with the provisions of this Agreement.

3.0 SCOPE OF SERVICES

3.1 Subject to the terms and conditions hereinafter set out, Purolator
agrees to do the following:

i) Offer sameday courier services to its customers under the
Purolator name and trade-mark;

ii) Tender to Dynamex all sameday courier service requests that it
receives;

iii) In connection with such sameday service requests, Purolator will
handle the customer request, will dispatch the pickup
request to Dynamex, will be responsible for billing the customer
for the service and collecting the revenue and provide such sales
and marketing service, in conjunction with Dynamex, as may be
necessary;

iv) Will provide its next day and multiple day transportation
services to Dynamex' customers as may be required from time to
time, such services to be provided in accordance with the
service standards set out in Schedule "A" attached hereto, which
service standards may be amended from time to time;

<PAGE> 3
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v) In providing such next day or multiple day services, agrees to
provide customer service, dispatch, pickup and delivery, tracing
and tracking, together with joint sales and marketing efforts
with Dynamex, and will invoice Dynamex for the services provided
at the rates provided for herein.

3.2 Subject to the terms and conditions hereinafter set out, Dynamex agrees
to do the following:

i) Offer overnight courier services to its customers under the
Dynamex name and trade-mark;

ii) Tender to Purolator all overnight courier service requests that
it receives;

iii) In connection with such overnight service requests, will handle
the customer request, will dispatch the pickup request to
Purolator, will be responsible for billing the customer for the
service and collecting the revenue and provide such sales and
marketing service, in conjunction with Purolator, as may be
necessary;

iv) Will provide its sameday transportation services to Purolator's
customers as may be required from time to time, such services to
be provided in accordance with the service standards set out
in Schedule "B" attached hereto, which service standards may be
amended from time to time;

v) In providing such sameday services, agrees to provide customer
service, dispatch, pickup and delivery, tracing and tracking,
together with joint sales and marketing efforts with Purolator,
and will invoice Purolator for the services provided, at the
rates provided for herein.

3.3 For greater certainty, it is understood and agreed that either Party, in
providing the services referred in 3.1 and 3.2 above, may agree
to a variation of the services to be provided, including but not
limited to who shall provide pick up and delivery, tracking, tracing,
dispatch or other services.

3.4 Each Party agrees to provide the services outlined above at an on time
performance level of no less than ninety percent (90%) of the scheduled
delivery time, excluding delays caused by the other Party or events of
Force Majeure. Monthly, the performance level shall be measured as set
out above. Failure to provide services as set out herein constitutes a
Monthly Service Failure.

3.5 Except for the joint marketing efforts referred to in Section 3.1 (v)
above, Purolator agrees not to directly or indirectly solicit next day
or multiple day freight from existing sameday customers of Dynamex.

<PAGE> 4
3.6 Except for the joint marketing efforts referred to in Section 3.1 (v)
above, Dynamex agrees not to directly or indirectly solicit overnight
freight from customers of Purolator.

3.7 Purolator agrees to tender to Dynamex all sameday service requests that
it receives.

3.8 Dynamex agrees to tender to Purolator all next day and multiple day
transportation requests to Purolator for delivery.

3.9 Dynamex agrees not to provide sameday delivery services for any other
provider of next day or multiple day courier services. It is understood
and agreed that Dynamex, from time to time and upon request, may provide
pick-up and/or delivery services for other next-day or multiple day
courier service providers, as part of their next-day and multiple day
service commitment, provided Dynamex' services will not result in the
provision of same day service to the customer of the provider of
next-day or multiple day courier service.

Dynamex may continue to provide the same day service it currently
provides to Alltours customers, provided revenue to Dynamex from this
business does not exceed Five Thousand Dollars ($5,000.00) per month
provided there is no change in control, direct or indirect, in Alltours.

3.10 It is understood and agreed by the Parties that each Party presently
offers a number of services which are complementary to those provided
for herein, including but not limited to mail room management services
and building distribution services. In that regard, Dynamex offers
its services as Dynamex while Purolator offers its services under the
name Distribution Management Services Inc. or DMS. It is understood and
agreed that nothing in this Agreement shall prevent the Parties from
continuing to provide such services or their continued development of
such services/operations.

3.11 The Parties covenant and agree that this Agreement shall cover their
services throughout Canada and the United States of America. If either
Party desires to enter into an agreement with another party providing
for services similar to those provided for herein, in either Canada or
the United States of America or both, or to provide services similar to
those provided for herein without an agreement, then same can only be
done with the prior written consent of the other Party. It is understood
and agreed that Dynamex may enter into an Agreement with another party
to provide its services as described herein in the United States,
provided however that any such agreement shall not preclude or prevent
Dynamex from providing such Services to Purolator in the United States.

3.12 Attached hereto as Schedule "C" to this Agreement is the Operational
Plan for this Agreement. The Operational Plan details the obligations
and responsibilities of the Parties pursuant to this Agreement,
including but not limited to details as to the handling of freight, the
exchange of freight, customer service, billing, invoicing, track and

<PAGE> 5
tracing responsibilities. Monthly, the Parties shall conduct operational
meetings to adjust co-ordination, operational planning and any other
requirements determined by the Parties from time to time.

4.0 RATES

4.1 Subject to all other terms and conditions of this Agreement, Purolator
shall pay to Dynamex the rates set forth in Schedule "D".

4.2 Subject to all other terms and conditions of this Agreement, Dynamex
shall pay to Purolator the rates set forth in Schedule "E".

5.0 PAYMENT PROCEDURES

5.1 Each Party shall invoice the other twice a month, effective the
fifteenth (15th) day and the last day of the month for services
rendered for the period since the last invoicing.

5.2 Every invoice shall be accompanied by supporting documentation to
substantiate same. Failure to provide such documentation shall result in
payment of only the invoiced amount which is supported by the
documentation.

Any amounts invoiced which are not supported by documentation shall not
be paid until such time as documentation is provided by the invoicing
Party.

It is understood and agreed that Bills of Lading will not be required as
supporting documentation.

5.3 Dynamex must forward all invoices in duplicate and required
documentation pertaining to this Agreement, to the attention of:

Purolator Courier Ltd.
5995 Avebury Road, Suite 500
Mississauga, Ontario
L5R 3T8

Attention: Finance

5.4 Purolator must forward all invoices in duplicate and required
documentation pertaining to this Agreement, to the attention of:

Dynamex Express
2630 Skymark Avenue
Mississauga, Ontario
L4W 5A4

5.5 Every invoice shall be reviewed by the invoiced Party and subject to
paragraphs 5.2, shall pay the invoice net fifteen (15) days from the
date of invoicing. Invoices shall be delivered to the invoiced Party
within three (3) days of the date of invoicing.

<PAGE> 6
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5.6 Interest, at the prime rate then charged to commercial customers by the
Canadian Imperil Bank of Commerce (Toronto Main Branch), shall be
payable on all amounts overdue for thirty (30) days or more.

5.7 Any discrepancy in an invoice which is discovered by either Party may
result in the issuance of a debit note or credit note by the appropriate
Party, and notwithstanding any prior payment, the same shall be
accompanied by supporting documentation. Payment shall be made by the
appropriate Party net fifteen (15) days from receipt and acceptance of
the documentation.

5.8 (a) The Parties acknowledge and agree that the Services to be
provided hereunder constitute the supply of freight
transportation services in the course of the continuous
movement of freight, also referred to as interlining.
Accordingly, the Services under this Agreement are zero-rated
for the purposes of the Goods and Services Tax (hereinafter
referred to as "GST") pursuant to Section 1 of Part VII of
Schedule VI of the Excise Tax Act, R.S.C. 1985, Chapter E-15,
as amended from time to time.

(b) In the event that "GST" or any other value added or sales taxes
are applicable at any time during the Term of this Agreement:

(i) Either party shall be liable for the same, if
applicable;

(ii) Either Party shall identify such tax separately on
each invoice; and

(iii) Either Party's GST registration number shall
appear on each invoice.

6.0 LIABILITY FOR LOSS OR DAMAGE

6.1 A Party shall be liable to the other for loss, damage or delay to
Freight due to its acts or omissions, including its negligence, and
those of its employees, agents and those for whom in law it is
responsible and occurring while Freight is in its care, custody or
control. For the purpose of this Agreement, Freight shall be considered
in the care, custody or control of a Party from the time it is tendered
to it by the other Party or the other Party's customer until the time of
its delivery to the other Party or the consignee, as intended. For
greater certainty, a Party shall not be liable hereunder if the Freight
is damaged solely as a result of improper packing.

6.2 A Party shall, in the event of loss, damage or delay to Freight while in
its care, custody or control, immediately notify the other Party of the
loss or damage, carry out an investigation of the incident to determine
the cause of such loss, damage or delay and shall within

<PAGE> 7
thirty (30) days of the event of loss, damage or delay or knowledge of
such incident of loss, damage or delay, whichever is later, as the case
may be, report its findings to the other Party. All costs associated
with such investigation shall be the responsibility of such Party if the
loss, damage or delay was due to the acts or omissions or those of its
employees, agents or those for whom in law its is responsible;
otherwise, the costs shall be shared equally by the Parties hereto.

6.3 A party shall, for any loss, damage or delay to Freight while in its
care, custody or control, forthwith pay to the other Party the actual
damages suffered by such other Party. Such liability shall not exceed the
other Party's contractual liability to its customers. The Parties
acknowledge that their contract of carriage with their customers provides
that liability for loss, damage or delay, including liability for
consequential loss, is limited to Four Dollars and Forty One Cents
($4.41) per kilogram or Two Dollars ($2.00) per pound unless a higher
value has been declared for insurance purposes.

7.0 SET-OFF

7.1 A Party shall pay to the other the full amount of any paid claim, loss
or damage for which it is liable within forty five (45) days following
presentation of supporting documentation. If a Party fails to pay
following presentation of supporting documentation then the other Party
shall have the right to deduct the amount of such claim, loss or damage
from any monies due or becoming due to the first Party by the second
Party.

8.0 INDEMNIFICATION

8.1 Each Party shall at all times indemnify and hold harmless the other, its
directors, officers, employees and any others for whom it may be
responsible in law, from and against all claims, including claims made
by the indemnifying Party's personnel under worker's compensation
legislation, demands, awards, judgments, actions and proceedings by
whomsoever made, brought or prosecuted in respect of loss of, damage to
or destruction of property (including loss or damage sustained by the
indemnifying party) or personal injury including death and from and
against any and all loss or, damage to or destruction of property,
expenses and costs (including legal fees and disbursements) suffered or
incurred by the indemnifying Party, its directors, officers, employees
and any others for whom it may be responsible in law, arising out of or
in any way connected with the indemnifying Party, its directors,
officers, employees and any others for whom it may be responsible in law,
arising out of or in any way connected with the indemnifying Party
provision of Services under this Agreement and whether or not caused by
the indemnifying Party's negligence. Loss or damage sustained by the
indemnifying Party shall also include loss as a result of loss of use.

<PAGE> 8
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8.2 Notwithstanding anything contained herein to the contrary, the
indemnifying party's liability to the other hereunder shall not
exceed the insurance coverage set out in Section 9.0.

9.0 INSURANCE

9.1 Each Party shall purchase and maintain, at its own expense, the
following insurance coverages:

(a) cargo liability insurance, subject to a combined single limit of
not less than One Hundred Thousand dollars ($100,000.00)
inclusive per occurrence. The other Party shall be named as an
additional insured and the policy shall contain a cross
liability clause;

(b) automobile, non-owned automobile, fleet, comprehensive general,
public and property liability insurance with a limit of not less
than Two Million dollars ($2,000,000.00) inclusive of bodily
injury and property damage for any one occurrence arising out of
one (1) cause. The policy shall cover all non-air operations,
non-owned automobile, contractual liability and liability
specifically assumed under this Agreement. The other party shall
be named as an additional insured and the policy shall contain a
cross liability clause;

9.2 Each Party shall deliver to the other, prior to commencing to provide
the Services and thereafter, annually, a certificate or certificates of
insurance evidencing that the required insurance coverages as
provided for in paragraph 9.1 are in effect and that each Party shall be
given thirty (30) days prior written notice of cancellation or
expiry of or material change to such insurance coverages.

9.3 The Policies set out in paragraph 9.1 shall contain a waiver of
subrogation rights in favour of the other Party, its officers,
directors, employees and any others for whom it may be responsible in
law.

9.4 Each Party shall maintain the insurance coverages provided for in
paragraph 9.1 hereof, in full force and effect during the term of
this Agreement and covenants that nothing shall be done whereby any
policy will be cancelled and shall pay all renewal premiums thereon on or
before the due date and shall forthwith furnish the other Party with
copies of certificates of insurance of such renewals.

9.5 The policies set out in paragraph 9.1 shall not limit the insurance
required by municipal, provincial, federal or other law. It shall
be the sole responsibility of each Party to determine what additional
insurance coverages, if any, are necessary and advisable for its own
protection

<PAGE> 9
- 9 -

or to fulfil its obligations under this Agreement. Any such additional
insurance shall be provided and maintained by that Party at its own
expense.

9.6 Each Party shall ensure that any subcontractor or other party with whom
it contracts in providing the Services shall carry adequate
insurance coverage, but not less than that provided in paragraph 9.1.

10.1 COMPLIANCE WITH LAW

10.1 (a) Each Party shall comply with all legislation directly or
indirectly applicable to the performance of its obligations
under this Agreement.

(b) Each Party shall notify the other at least thirty (30) days or
in any event as soon as possible, before any change is made in
its licences or operating authorities which may affect in any
way the performance of any of its obligations under this
Agreement.

11.0 PROTECTION OF FREIGHT

11.1 Each Party shall take all reasonable measures to ensure that Freight in
its care, custody or control is protected at all times from theft,
weather and all other damage or danger, and without restricting the
foregoing, shall ensure that:

(a) Freight is not kept out-of-doors except for purposes of loading
or off loading; and

(b) If at any time Freight is not under its complete visual and
physical control, it shall provide a secure storage area
in a facility at its own cost.

12.0 SECURITY

12.1 Each Party shall ensure that all reasonable security and investigation
measures are implemented including but not limited to the provisions set
forth in Schedule "F" respecting the provision of Services.

12.2 Each Party shall implement and put in place security and investigation
procedures to ensure the protection and security of Freight. These
procedures shall include spot checks, inspections, reporting,
investigations and any other procedures to ensure not only that the
Services required by the other Party are provided but that the Services
are provided in accordance with industry standards.

<PAGE> 10
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13.0 DANGEROUS GOODS

13.1 The Parties acknowledge that the Transportation of Dangerous Goods Act,
S.C. 1992, c.34, as amended from time to time (hereinafter referred
to as the "TDGA") prohibits transportation of any explosive, dangerous
or destructive substance, or anything likely to injure or damage property
or persons (hereinafter referred to as "Dangerous Goods") unless the
requirements of the TDGA are met. The Parties agree that they only intend
for Dangerous Goods to be carried pursuant to this Agreement if the
requirements of the TDGA are met and both Parties are aware that such
goods are being carried. Notwithstanding the foregoing, the Parties agree
that neither Dynamex nor Purolator shall be under any obligation or duty
whatsoever to open for prior inspection any Freight tendered to Dynamex
pursuant to this Agreement. Neither Party shall be responsible for any
losses or damage whatsoever that may be sustained by the other Party, its
directors, officers, employees and any persons for whom it may become
responsible in law, as a result of any Dangerous Goods contained in
Freight unless such Party had actual prior knowledge of the presence of
Dangerous Goods. In the event a Party had actual prior knowledge of the
presence of Dangerous Goods, then it shall be liable for loss or damage
to the other Party if it would otherwise be liable under this Agreement
or at law.

13.2 Each Party must comply with the placarding and all other regulations
applicable to the handling of Dangerous Goods. The Parties agree to
maintain at their own expense a current Dangerous Goods Training
Certificate for both air and ground shipments for itself and its
operators during the term of this Agreement and to provide the other
Party with a copy of same upon execution of the Agreement and thereafter,
as the Parties request, failure of which may result in the termination of
this Agreement immediately by the other Party.

13.3 The Parties agree to ensure that their respective Dangerous Goods
Handling Procedures are compatible to ensure complete adherence with the
Legislation and Regulations. Each Party agrees to promptly advise the
other of any changes to its Dangerous Goods Handling Procedures.

14.0 RECORDS AND REPORTS

14.1 Each Party shall maintain performance reports, comparing actual to
scheduled departure and arrival times for Services provided. Such
reports shall be made available for review by the other Party and in
connection with same, a Party shall provide copies of all data and
records relating thereto.

<PAGE> 11
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14.2 Each Party shall maintain complete maintenance and operational records.

14.3 Each Party shall keep accurate books, accounts and records covering all
transactions relating to this Agreement, including books of original
entry, and upon request from the other Party, shall allow access to
same.

14.4 Either Party shall have the right to request the other to provide,
through an auditor agreed to by the Parties, validation of the
information and data referred to herein.

15.0 CONTINGENCY PLANS

15.1 In the event a Party is unable to provide the Services as a result of a
strike or other labour disruption caused by its employees, it shall
attempt to subcontract the Services to another operator or operators,
acceptable to the other Party. Such Services shall be provided by such
subcontractor/subcontractors on the same terms and conditions herein set
out and will be continued to be provided during the period of any such
strike or labour disruption, unless this Agreement is otherwise
terminated pursuant to the provisions of this Agreement. It is
understood and agreed that, if such Party provides the Services by
subcontracting to another operator/operators, then it shall be deemed
not to be in default pursuant to paragraph 17.1(c). Notwithstanding
same, all other default provisions as set out in paragraph 17, continue
to apply.

16.0 SERVICE FAILURE REMEDIES

16.1 In the event that Monthly Performance Failures occur more than three (3)
times in any twelve (12) month period, an Event of Default shall have
occurred.

17.0 DEFAULT PROVISIONS

17.1 For the purposes of this Agreement, the following shall constitute
events of default by a Party (hereinafter referred to as "Events of
Default"):

(a) if a petition is filed against it under any applicable bankruptcy
legislation and is not withdrawn or dismissed within sixty
(60) days thereafter;

(b) if a resolution is passed by it respecting the sale of all or
substantially all of its assets, or an order for the winding
up of its business is made, or it otherwise agrees to make a
bulk sale of it's assets;

<PAGE> 12
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(d) if it commits or threatens to commit an act of bankruptcy, or
if it becomes insolvent or bankrupt or makes an assignment or if
a receiver or receiver manager is appointed in respect of its
business and affairs of either by way of private instrument or
through court proceedings;

(e) if a judgment or order is entered with respect to it under the
Company Creditors Arrangement Act R.S.C. 1985, Chapter C-36, as
amended, or similar legislation, or it takes advantage of the
provisions of any bankruptcy or insolvency legislation;

(f) if any execution, or any other process of any court becomes
enforceable against all or substantially all of it's property or
if a distress or analogous process is levied against all or
substantially all of its property;

(g) if it is in default as per paragraph 16.1 hereof; or

(h) if it otherwise neglects or fails to perform or observe any of
its obligations under this Agreement and fails to cure the
breach or default within thirty (30) days of written notice to
the other Party.

17.2 Upon the occurrence of an Event of Default and in addition to any
rights or remedies available to it under this Agreement or at law or in
equity, the Party not in default may exercise any or all of the
following remedies:

(a) terminate this Agreement, upon giving one hundred and twenty
(120) days written notice, otherwise upon written notice with
respect to 17.1 (g) and (h);

(b) recover from the defaulting Party any and all monies then due
and to become due; and

(c) take possession, immediately, without demand or notice, without
any court order or other process of law, any and all of its
property (including bags and containers) and Freight received by
the defaulting Party under this Agreement.

17.3 Termination of this Agreement shall be without prejudice to any other
rights of the Party not in default, including the right to claim
damages, and to the rights of the Parties that have accrued prior to
termination.

17.4 In the event the Defaulting Party fails to pay any amount due pursuant
to paragraph 17.2, then the other Party shall have the right to deduct
same from any amount due or to become due to the defaulting Party.
<PAGE> 13
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18.0 PERFORMANCE PENALTIES

18.1 In the event a Party has, in any twelve (12) month period, more than
three (3) Monthly Performance Failures, then the defaulting Party shall
pay a penalty to the Party not in default, which the Parties acknowledge
is a pre-estimation of damages suffered by the non-defaulting Party due
to the current month's Monthly Performance Failure ("Default Month").

For each Default Month, the Party in default shall pay a penalty equal
to five (5) times the Party not in default's corporate average yield
during the Default Month for each shipment below the performance
commitment.

For example, if the defaulting Party, in a Default Month, provided
services at an eighty five percent (85%) level and the average yield for
the Default Month of the Party not in default is ten dollars ($10.00)
and the total number of shipments handled by the defaulting Party
pursuant to this Agreement is one hundred (100), then the penalty would
be equal to 5 x[(Performance Commitment - Actual Performance Level) x #
of shipments] x average yield or 5 x [(90-85) x 100] x 10 = $250.00.
100
19.0 TERMINATION WITHOUT CAUSE

19.1 Either Party may terminate this Agreement, without cause, by giving two
(2) years written notice.

19.2 In the event of a change in control of a Party, the other Party shall
have the right, upon written prior notice, to terminate this
Agreement.

20.0 NOTICE

20.1 Any notice or other communication with respect to this Agreement shall
be in writing and shall be effectively given if delivered, or sent
(postage or other charges prepaid) by letter, facsimile or electronic
means addressed:

(a) in the case of Purolator to:

Purolator Courier Ltd.
5995 Avebury Road, Suite 500
Mississauga, Ontario
L5R 3T8
Attention:

(b) in the case of Dynamex:

Dynamex Inc.
2630 Skymark Avenue
Suite 610
Mississauga, Ontario
L4W 5A4
<PAGE> 14
- 14 -

or to any other address of which the Party in question advises to the
other Party in writing. Any notice that is delivered shall be deemed to
have been received on delivery; any notice sent by facsimile or
electronic means shall be deemed to have been received when sent and
receipt confirmed and any notice that is mailed shall be deemed to have
been received five (5) business days after being mailed. In the event of
a postal disruption, service to be effective must be delivered or sent
by facsimile.

21.0 REPRESENTATIONS AND WARRANTIES

21.1 Dynamex represents and warrants that:

(a) it has the capacity, power and lawful authority to enter into
this Agreement and to fulfill any and all covenants set forth
in this Agreement to be fulfilled by it;

(b) the terms of this Agreement are not in breach of any law,
regulation, by-law, agreement, charter document or covenant by
which Dynamex is governed or bound;

(c) all necessary licenses, permits, consents or approvals of,
notices to or registrations with or the taking of any other
action in respect of any governmental authority or agency
required to be obtained or accomplished by Dynamex has been
obtained or accomplished and are in good standing; and

(d) there are no pending or threatened actions or proceedings to
Dynamex is a Party, or which is before any court or
administrative agency, which might materially adversely affect
the financial or other condition, business, assets, liabilities
or operations of Dynamex or the ability of Dynamex to perform
its obligations under this Agreement;

20.2 Purolator represents and warrants that:

(a) it has the capacity, power and lawful authority to enter into
this Agreement and to fulfill any and all covenants set forth in
this Agreement to be fulfilled by it;

(b) the terms of this Agreement are not in breach of any law,
regulation, by-law, agreement, charter document or covenant by
which Purolator is governed or bound;

(c) all necessary licenses, permits, consents or approvals of,
notices to or registrations with or the taking of any other
action in respect of any
<PAGE> 15
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governmental authority or agency required to be obtained or
accomplished by Purolator has been obtained or accomplished
and are in good standing; and

(d) there are no pending or threatened actions or proceedings
to which Purolator is a Party, or which is before any court
or administrative agency, which might materially adversely
affect the financial or other condition, business, assets,
liabilities or operations of Purolator or the ability of
Dynamex to perform its obligations under this Agreement;

22.0 FORCE MAJEURE

22.1 No Party hereto shall be in breach of this Agreement by reason of a
delay in the performance of, or failure to perform, any of its
obligations hereunder if such a delay or failure is a result of
an event of Force Majeure.

22.2 Each of the Parties hereto shall minimize, to the extent reasonably
practicable, the impact on either Party of any of the events of Force
Majeure in its performance of its obligations under this Agreement.

22.3 The Party invoking an event of Force Majeure shall immediately notify in
writing the other Party of such occurrence, whereupon the other Party
shall confirm in writing having received such notice of the occurrence
of an event of Force Majeure.

23.0 ASSIGNMENT

23.1 Neither Party shall sell, assign, subcontract, transfer or dispose of
this Agreement or any part thereof, without the prior written consent of
the other Party or otherwise enter into an agreement with any other
Party for Services contemplated herein.

23.2 The terms and conditions of any such subcontract shall respect the terms
and conditions of this Agreement and in all cases shall be of equivalent
or higher standards. Neither Party shall reveal the contents of this
Agreement; however a Party may enter into identical agreements with its
connectors, and/or subcontractors, as the case may be, with respect to
the terms and conditions of this Agreement, save and except rates.

24.0 ENTIRE AGREEMENT

24.1 This Agreement and all Schedules attached hereto, embody the entire
agreement of the Parties hereto and no representation, understanding, or
agreement, verbal or otherwise exists between the Parties except as
herein expressly provided.
<PAGE> 16
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24.2 The following order of precedence shall be given in the event of a
conflict between the documents comprising the Agreement:

(a) Agreement
(b) Schedules, and
(c) the operating plan and any amendments thereto.

25.0 WAIVER

25.1 Failure of any Party to enforce or insist upon compliance with any of
the terms or conditions of this Agreement shall not constitute a general
waiver or relinquishment of any such terms or conditions but the same
shall be and remain at all times in full force and effect.

26.0 HEADINGS AND CAPTIONS

26.1 Headings and captions are inserted for each section of this Agreement
for convenience only and in no way define, limit or describe the scope
of intent of this Agreement, nor shall they have any effect in regard to
its interpretation.

27.0 AMENDMENTS

27.1 Unless otherwise provided herein, this Agreement shall not in any manner
be supplemented, amended or modified except by written instrument
executed on behalf of both Parties by their duly authorized
representatives.

28.0 SINGULAR/PLURAL

28.1 Whenever, in this Agreement, the context requires or permits the
singular number shall be read as if plural were expressed.

29.0 SEPARATE COUNTERPARTS

29.1 This Agreement may be executed in several counterparts, each of which,
when so executed, shall be deemed to be an original of this Agreement
and such counterparts together shall constitute but one and the same
instrument.

30.0 TIME

30.1 Time shall, in all respects, be of the essence in each and every of the
terms, covenants, obligations and conditions in this Agreement.

31.0 SEVERABILITY

31.1 In the event that any provision of this Agreement is invalid,
unenforceable or illegal, then such provision shall be severed from this
Agreement and this Agreement shall be read as if such provision were not
part of this Agreement and provided such severance does not
<PAGE> 17
- 17 -

substantially frustrate the intention of this Agreement, such invalidity
or unenforceability or illegality shall not affect any other provision
of this Agreement.

32.0 BINDING EFFECT

32.1 This Agreement shall enure to the benefit of and be binding upon the
Parties hereto, successors and assigns.

33.0 RELATIONSHIP OF THE PARTIES

33.1 The Parties recognize that they operate as an independent business and
declare that nothing in this Agreement shall be construed as creating a
relationship of employment, joint venture, partnership or agency between
Purolator and Dynamex, and no act or omission of either Party shall bind
or obligate the other except as expressly set forth in this Agreement.
The Parties agree that no representation will be made or acts undertaken
by either of them which could establish or imply any apparent
relationship of agency, partnership, joint venture or employment and
neither Party shall be bound in any manner whatsoever by any agreements,
warranties, representatives or actions of the other Party to such
effect.

34.0 CONFIDENTIAL INFORMATION

34.1 The Parties recognize that this Agreement contains information which is
commercially sensitive and agree to keep the entire contents of this
Agreement confidential and not to make any disclosures to any third
Parties (other than their professional and financial advisers who agree
to be bound by this provision) unless required by law to do so or unless
prior written consent is obtained from the other Party.

35.0 TRADE-MARKS

35.1 Each Party's trade-marks, distinctive colours and designs used in
connection with the Services shall remain at all times during the term
of this Agreement and on the expiration or termination thereof, the
exclusive property of each Party and any benefit associated with such
use shall accrue solely to that Party. Each Party shall use the other
Party's trade-mark, distinctive colours and designs only with the
prior written consent of the other Party and only in connection with the
services provided hereunder.

36.0 LAW OF THE AGREEMENT

36.1 This Agreement shall be governed and construed in accordance with the
laws of the Province of Ontario. All legal proceedings arising out of
this Agreement shall be brought in a court of competent jurisdiction in
the Province of Ontario, and each of the Parties hereby attorn to the
jurisdiction of such court with respect to such proceedings.
<PAGE> 18
- 18 -

37.0 REMEDIES

37.1 All remedies herein are cumulative and are in addition to, not in lieu
of, any remedies provided at law or in equity.

38.0 PUBLIC ANNOUNCEMENT

38.1 The content and timing of any public announcement, press release or
publication of any kind regarding this Agreement shall be mutually
agreed to by the Parties, except disclosures required by applicable law,
in which case advance notice will be given to the other Party.

39.0 ARBITRATION

39.1 If at any time a dispute arises between the Parties hereto which cannot
be resolved by agreement among the Parties, or if the Parties are unable
to agree on any matter that requires their mutual agreement hereunder,
the dispute or matter shall be submitted to arbitration as provided in
this Article by any Party hereto giving written notice to the other
Party (the "Notice to Arbitrate"). The Notice to Arbitrate shall contain
a concise description of the matter submitted for arbitration.

39.2 The Parties hereto shall within ten (10) business days of receipt of
the Notice to Arbitrate jointly appoint a single arbitrator. If the
Parties fail to appoint an arbitrator who shall jointly select a third
arbitrator within ten (10) days, failing which same shall be designated
by the President of the Arbitrators' Institute of Canada Inc. upon the
request of either Party.

39.3 The arbitration shall take place in the Municipality of Metropolitan
Toronto and shall be governed by the provisions of the Arbitration Act.

39.4 The determination of the arbitrator shall be in writing and shall be
final and binding upon the Parties hereto.

39.5 The cost of the arbitration shall be borne by the Parties hereto
equally.

39.6 Submission to the arbitration under this Article shall be a condition
precedent to the bringing of any action with respect to this Agreement.

40.1 LANGUAGE

40.1 The Parties have expressly requested that this Agreement be written in
the English language.

Les Parties ont specifiquement requis que la presente entente soit
redigee en langue anglaise.
<PAGE> 19
- 19 -

41.0 REPUTATION

41.1 In the event a Party has committed or shall commit any material act, or
has or does become involved in any material situation or occurrence
bringing either Party into public disrepute, contempt, scandal or
ridicule, or shocking, insulting or offending potential customers of
either Party or any racial, religious or ethnic, age or gender group, or
reflecting unfavourably on either Party's reputation or their products
or services, then the other Party may terminate this Agreement upon
giving such notice as it deems appropriate. The non-offending Party's
decision on such matter arising hereunder shall be based on its judgment
as to whether or not the act or involvement of the offending Party has
materially harmed or may be materially harmful to the Parties, their
products, services or trademarks, in any respect, acting bona fidely.

42.0 NON-COMPETITION

32.1 In the event this Agreement is terminated pursuant to the provisions of
paragraph 17, then the Party in default shall not enter into an
agreement with any other Party to provide services similar to those
provided herein or to provide its services similar to those provided for
herein without an agreement, for a period of six (6) months from the
effective date of termination.

42.2 In the event this Agreement is terminated pursuant to the provisions of
paragraph 19.2, then the Party whose control has changed shall not
enter into an agreement with any other Party to provide services similar
to those provided herein or to provide its services similar to those
provided for herein without an agreement, for a period of twelve (12)
months from the effective date of termination.

The Parties have executed this Agreement as of the day, month and year first
above written by their proper officers duly authorized on that behalf.

PARCELWAY COURIER SYSTEMS CANADA LTD.

Per: (ILLEGIBLE) 11/20/95 c/s
-----------------------------

Per: c/s
-----------------------------

PUROLATOR COURIER LTD.

Per: (ILLEGIBLE) c/s
-----------------------------

Per: (ILLEGIBLE)
--------------------------------

<PAGE> 1
EXHIBIT 10.5

INDEMNIFICATION AND HOLD HARMLESS AGREEMENT

THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this "Agreement") is
made as of February ____, 1996, by and between Dynamex Inc., a Delaware
corporation (the "Company"), and _________________________, a member of the
Company's board of directors ("Indemnitee").

WHEREAS, in order to induce Indemnitee to serve as a director of the
Company, the Company has agreed to indemnify Indemnitee as set forth below;

NOW, THEREFORE, in consideration of the foregoing and certain other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows:

1. Indemnification. The Company shall indemnify Indemnitee and
hold Indemnitee harmless if the Indemnitee is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, and in any appeal in such action, suit or proceeding, and in any
inquiry or investigation that could lead to such an action, suit or proceeding,
against expenses (including court costs and attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by Indemnitee
in connection with such action, suit or proceeding arising out of or pertaining
to any action or omission which arises out of or relates to the fact that
Indemnitee is an executive officer or director of the Company or was serving at
the request of the Company as an officer or director of another corporation,
partnership, joint venture, trust or other enterprise, to the fullest extent
permitted by applicable law. Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Company on a regular
monthly basis. If acts of Indemnitee are found by a court of proper
jurisdiction to be intentional or willful, the Company shall not be liable to
indemnify and hold harmless Indemnitee for any judgment incurred by Indemnitee;
and Indemnitee shall repay to the Company such expenses paid on behalf of
Indemnitee hereunder. The indemnification rights provided hereby to Indemnitee
shall continue even though he or she may have ceased to be an officer or
director of the Company.

2. Notice. Indemnitee shall give notice (the "Notice") to the
Company within five days after actual receipt of service or summons to appear
in any action begun in respect of which indemnity may be sought hereunder or
actual notice of assertion of a claim with respect to which he seeks
indemnification. Upon receipt of the Notice, the Company shall assume the
defense of such action, whereupon it shall not be liable for any fees or
expenses of counsel for Indemnitee incurred thereafter with respect to the
matters set forth in the Notice.

3. Non-Exclusivity. The rights of Indemnitee hereunder shall be
in addition to any rights Indemnitee may have under the Company's Restated
Certificate of Incorporation, By-laws, applicable law or otherwise and shall
survive any termination, resignation, death or other dismissal of Indemnitee.

4. Insurance. To the extent the Company maintains an insurance
policy or policies providing liability insurance with respect to the actions or
omissions covered by this Agreement, Indemnitee shall be covered by such policy
or policies, in accordance with its or their terms, to the maximum extent of
the coverage available thereunder.
<PAGE> 2
5. Payment. The Company shall not be liable to Indemnitee under
this Agreement to make any payment in connection with any claim against
Indemnitee to the extent the Indemnitee has otherwise actually received payment
(under any insurance policy or otherwise) of the amounts otherwise
indemnifiable hereunder.

6. Enforceability. The indemnification contained in this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, assigns (including any
direct or indirect successor by purchase, merger, consolidation, liquidation or
otherwise to all or substantially all of the business and/or assets of the
Company), spouses, heirs and personal and legal representatives.

7. Binding Obligation. If this Agreement or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Company shall nevertheless indemnify and hold harmless Indemnitee, as to
costs, charges and expenses (including court costs and attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, and in any appeal in such action, suit or proceeding, and in any
inquiry or investigation that could lead to such an action, suit or proceeding,
to the full extent permitted by any applicable portion of this Agreement that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

8. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of laws.

9. Attorneys' Fees and Costs. If either party brings an action
to enforce this Agreement, the prevailing party shall be awarded his or her
reasonable attorneys' fees and costs.

10. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the heirs, successors and assigns of each
party to this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

DYNAMEX INC.

By:____________________________________________
Richard K. McClelland, President and Chief
Executive Officer

INDEMNITEE:

_______________________________________________

-2-

<PAGE> 1
EXHIBIT 10.6

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 to Registration Rights Agreement ("Amendment") is
made and entered into as of May 31, 1995, by and among Parcelway Systems
Holding Corp. (the "Company"), Cypress Capital Partners I, L.P. (the
"Purchaser"), McFarland, Grossman & Company, Inc. ("MGCO") and George M. Siegel
("Siegel").

WHEREAS, the parties hereto have entered into a Registration Rights
Agreement, dated as of November 16, 1993 (the "Agreement"); and

WHEREAS, capitalized terms not otherwise defined herein shall have the
meaning set forth in the Agreement; and

WHEREAS, in order to induce (a) Preferred Risk Life Insurance Co.,
Preferred Risk Mutual Insurance Co. and their respective successors and
permitted assigns (collectively "Preferred Risk") to enter into the Stock
Purchase Agreement with the Company of even date herewith and (b) Richard K.
McClelland ("McClelland") to enter into the Employment Agreement with the
Company of even date herewith, the parties desire to amend the Agreement in
order to afford certain rights to Preferred Risk respecting the commitments of
the Company to its shareholders regarding the registration of the Company's
securities;

NOW, THEREFORE, the parties hereby agree as follows:

1. Subsection 2(c) of the Agreement shall hereinafter read as
follows:

"(c) Underwriter Cutback. If in the good faith judgment
of the managing underwriter in any Underwritten Offering pursuant to
subsections (a) or (b) above, the inclusion of all of the shares of
Registrable Securities would interfere with the successful marketing
of a smaller number of such shares, then the number of shares of
Registrable Securities (except for shares to be issued by the Company
in an offering initiated by the Company) shall be reduced to such
smaller number, with the reduction occurring (i) first, by the
reduction of shares of Registrable Securities owned by Subordinated
Holders and McClelland and (ii) second, after the elimination of all
shares of Registrable Securities owned by Subordinated Holders and
McClelland, by the reduction of shares of Registrable Securities owned
by the Priority Holders and Preferred Risk; in each case such
reduction to be in the manner that participation in such offering by
each Subordinated Holder or Priority Holder or by McClelland or
Preferred Risk, as the case may be, shall be as nearly as practicable
on a prorata basis (measured on the basis of the number of shares of
Common Stock requested to be so registered by each such Subordinated
Holder or Priority Holder or by McClelland or Preferred Risk, as the
case may be)."
<PAGE> 2
2. The parties hereby waive the provisions of Section 9 of the
Agreement solely for the purpose of granting the rights to Preferred Risk and
McClelland contained herein.

3. Except as specifically set forth herein, the other provisions
of the Agreement shall remain in full force and effect.

4. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

PARCELWAY SYSTEMS HOLDING CORP.

By: /s/ George M. Siegel
--------------------------------
George M. Siegel
Chief Executive Officer

CYPRESS CAPITAL PARTNERS I, L.P.
By: CCP Investment Corporation
(general partner)

By: /s/ Stephen P. Smiley
---------------------------------
Stephen P. Smiley
President

McFARLAND, GROSSMAN & COMPANY, INC.

By: /s/ Cary Grossman
---------------------------------
Cary Grossman,
Vice President

/s/ George M. Siegel
----------------------------
George M. Siegel

2
<PAGE> 3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement") is made and entered
into as of November 16, 1993, by and among Parcelway Systems Holding Corp. (the
"Company"), Cypress Capital Partners I, L.P. (the "Purchaser"), McFarland,
Grossman & Company, Inc. ("MGCO") and George M. Siegel ("Siegel"). In order to
induce the Purchaser to enter into the Securities Purchase Agreement with the
Company of even date herewith (the "Purchase Agreement") and to prioritize the
commitments of the Company to its shareholders regarding the registration of
the Company's securities, the Company has agreed to provide the registration
rights set forth in this Agreement.
The parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:

Board: The Board of Directors of the Company.

Common Stock: The common stock, $.01 par value, of the Company.

Holder(s): The Priority Holders and the Subordinated Holders.

Misstatement: An untrue statement of a material fact or an omission
to state a material fact required to be stated in a Registration Statement or
Prospectus or necessary to make the statements in a Registration Statement,
Prospectus or preliminary prospectus not misleading.

Person: A natural person, partnership, corporation, business trust,
association, joint venture or other entity or a government or agency or
political subdivision thereof.

Preferred Stock: The 12% Redeemable Convertible Preferred Stock, $.01
par value, of the Company.

Priority Holders: The Purchaser, or any permitted assignee of
Purchaser.

Prospectus: The prospectus included in any Registration Statement, as
supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by
reference in such prospectus.

Qualified Public Offering: A "Qualified Public Offering" as defined
in the Purchase Agreement.
<PAGE> 4
Registration: A demand or piggyback registration described in Section 2
hereof.

Registration Expenses: The out-of-pocket expenses of a Registration,
including:

(1) all registration and filing fees (including fees with
respect to filings required to be made with the National Association
of Securities Dealers, Inc.);

(2) fees and expenses of compliance with securities or
blue sky laws (including fees and disbursements of counsel for the
underwriters in connection with blue sky qualifications of the
Registrable Securities);

(3) printing, messenger, telephone and delivery expenses;

(4) fees and disbursements of counsel for the Company; and

(5) fees and disbursements of all independent certified
public accountants of the Company incurred specifically in connection
with such Registration.

In no event shall Registration Expenses include the underwriting discounts and
commissions charged to Holders with respect to the sale of their Registrable
Securities.

Registrable Securities: (a) The shares of Common Stock owned or
acquired by a Holder, (b) the shares of Common Stock issued to the Purchaser
upon conversion of the Preferred Stock acquired by the Purchaser pursuant to
the Purchase Agreement, and (c) any securities issued or issuable with respect
to such Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
reorganization; provided that any such share or security shall be deemed to be
Registrable Securities only if and so long as it is a Transfer Restricted
Security.

Registration Statement: Any registration statement which covers
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included in such registration statement, amendments (including
post-effective amendments) and supplements to such registration statement, and
all exhibits to and all material incorporated by reference in such registration
statement.

Securities Act: The Securities Act of 1933, as from time to time
amended.

SEC: The Securities and Exchange Commission.

2
<PAGE> 5
Subordinated Holder: MGCO and Siegel, and their permitted assigns.

Transfer Restricted Security: A security that has not been sold to or
through a broker, dealer or underwriter in a public distribution or other
public securities transaction or sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Rule 144(k) promulgated thereunder (or any successor rule other than Rule
144A). The foregoing notwithstanding, a security shall remain a Transfer
Restricted Security until (i) all stop transfer instructions or notations and
restrictive legends with respect to such security are eligible to be removed
and (ii) the Holder of such security has received an opinion of counsel to the
Company, to the effect that such shares in such Holder's hands are freely
transferable in any public or private transaction without registration under
the Securities Act (or such Holder has waived receipt of such opinion).

Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for distribution to
the public.

2. Registrations.

(a) Demand Registration. If the Company shall receive, at any
time after the date which is six months after the date on which a Qualified
Public Offering has been consummated, a written request from the Priority
Holders of at least 25% of the Registrable Securities then outstanding and
owned by such Priority Holders, then the Company shall, within ten days after
the receipt thereof, give written notice of such request to all Holders and
shall, subject to the provisions of subsection (c) below, effect as soon
thereafter as practicable, and in any event within 60 days of the receipt of
such request, the Registration under the Securities Act of all Registrable
Securities which the Holders request to be registered within 20 days of the
mailing of such notice by the Company. If the Priority Holders initiating the
registration request hereunder ("Initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an Underwritten
Offering, they shall so advise the Company as a part of their request made
pursuant to this subsection and the Company shall include such information in
the written notice referred to above. The underwriter shall be selected by the
Company, subject to the approval (which shall not be unreasonably withheld) by
a majority in interest of the Initiating Holders.

(b) Piggyback Registration. Each time the Company decides to file
a Registration Statement under the Securities Act (other than on Forms S-4 or
S-8 or any successor form for the registration of securities issued or to be
issued in connection with a merger or acquisition or employee benefit plan)
covering the offer and sale by it of the Company's securities for money, the
Company shall give written notice thereof to all Holders of Registrable
Securities. The Company shall include in

3
<PAGE> 6
such Registration Statement such shares of Registrable Securities for which it
has received written requests to register such shares within 30 days after such
written notice has been given. If the Registration Statement is to cover an
Underwritten Offering, such Registrable Securities shall be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters.

(c) Underwriter Cutback. If in the good faith judgment of the
managing underwriter in any Underwritten Offering pursuant to subsections (a)
or (b) above, the inclusion of all of the shares of Registrable Securities
would interfere with the successful marketing of a smaller number of such
shares, then the number of shares of Registrable Securities (except for shares
to be issued by the Company in an offering initiated by the Company) shall be
reduced to such smaller number, with the reduction occurring (i) first, by the
reduction of shares of Registrable Securities owned by Subordinated Holders and
(ii) second, after the elimination of all shares of Registrable Securities
owned by Subordinated Holders, by the reduction of shares of Registrable
Securities owned by the Priority Holders; in each case such reduction to be in
the manner that participation in such offering by each Subordinated Holder or
Priority Holder, as the case may be, shall be as nearly as practicable on a
prorata basis (measured on the basis of the number of shares of Common Stock
requested to be so registered by each such Subordinated Holder or Priority
Holder, as the case may be).

(d) Company Delay of Filing. If the Board shall determine in good
faith that, due to material pending corporate developments, it would be
detrimental to the Company for a Registration Statement to be filed, the
Company shall have the right to defer such filing for a period not to exceed 90
days from the date a Registration Statement would have to be filed hereunder;
provided, however, that the Company may not utilize this right more than once
in any 18 month period.

3. Registration Procedures. If and whenever the Company is
required to register Registrable Securities, the Company will use its best
efforts to effect such registration to permit the sale of such Registrable
Securities in accordance with the intended plan of distribution thereof, and
pursuant thereto the Company will as expeditiously as possible:

(a) prepare and file with the SEC as soon as practicable a
Registration Statement with respect to such Registrable Securities and
use its best efforts to cause such Registration Statement to become
effective and remain effective until the Registrable Securities
covered by such Registration Statement have been sold;

4
<PAGE> 7
(b) prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement, and such
supplements to the Prospectus, as may be requested by any Holder of
Registrable Securities or any underwriter of Registrable Securities or
as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act
or rules and regulations thereunder to keep the Registration Statement
effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the
Prospectus;

(c) deliver to each selling Holder of Registrable Securities
and the underwriters, if any, without charge, as many copies of each
Prospectus (and each preliminary prospectus) as such Persons may
reasonably request (the Company hereby consenting to the use of each
such Prospectus (or preliminary prospectus) by each of the selling
Holders of Registrable Securities and the underwriters, if any, in
connection with the offering and sale of the Registrable Securities
covered by such Prospectus (or preliminary prospectus);

(d) prior to any public offering of Registrable Securities,
register or qualify or cooperate with the selling Holders of
Registrable Securities, the underwriters, if any, and their respective
counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or blue
sky laws of such jurisdictions as such selling Holders or underwriters
may designate in writing and do anything else necessary or advisable
to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided that the
Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process in any
such jurisdiction where it is not then so subject;

(e) cause all such Registrable Shares to be listed on each
securities exchange on which similar securities issued by the Company
are then listed;

(f) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such
Registration Statement;

5
<PAGE> 8
all reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued; and

(h) at least three days prior to the filing of any
Registration Statement or prospectus or any amendment or supplement to
such Registration Statement or prospectus furnish a copy thereof to
each seller of such Registrable Shares.

The Company may decline to file a Registration Statement after giving notice to
any Holder pursuant to subsection 2(b), or withdraw a Registration Statement
after filing but prior to the effectiveness thereof, provided, that the Company
shall promptly notify each Holder in writing of any such action and provided,
further, that the Company shall bear all expenses which would otherwise have
been charged to the Holder in connection with such withdrawn Registration
Statement.

4. Registration Expenses. The Registration Expenses of the first
two Registrations under subsection 2(a) and of all Registrations under
subsection 2(b) shall be borne by the Company, except that the fees and
disbursements of any counsel to the Holders shall be paid by the Holders if
such security holders are unwilling to be represented by counsel to the
Company.

5. Requirements for Participation in Underwritten Offerings. No
person may participate in any Underwritten Offering pursuant to a Registration
initiated by the Company hereunder unless such Person (a) agrees to sell such
Person's securities on the basis provided in any underwriting arrangements
approved by the Company and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided, that the
terms of such underwriting arrangement in connection with the sale of
Registrable Securities shall be no less favorable than the terms afforded to
any other holder of securities participating in the Underwritten Offering.

6. Indemnification.

6
<PAGE> 9
information furnished in writing to the Company by such Holder
expressly for use therein or by such Holder's failure to deliver a copy
of the Registration Statement or prospectus or any amendments or
supplements thereto after the Company has furnished such Holder with a
sufficient number of copies of the same. In connection with an
Underwritten Offering, the Company will indemnify such underwriters,
their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the
Holders of Registrable Shares.

(b) In connection with any Registration Statement in which a
Holder of Registrable Shares is participating, such Holder will
furnish to the Company in writing such information and affidavits as
the Company reasonably requests for use in connection with any such
Registration Statement or prospectus and, to the extent permitted by
law, will indemnify the Company, its directors and officers and agents
and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and
expenses (including without limitation attorneys' fees except as
limited by subsection 6(c) below) resulting from any untrue statement
of material fact contained in the Registration Statement, prospectus
or preliminary prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by
such holder; provided that the obligation to indemnify will be
several, not joint and several, among such holders of Registrable
Shares, and the liability of each such holder of Registrable Shares
will be in proportion to and limited to the net amount received by
such holder from the sale or Registrable Shares pursuant to such
Registration Statement.

(c) Any person entitled to indemnification herein will (i)
give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party will not be
subject to any liability for any settlement made by the indemnified
party without its consent (but such consent will not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to

7
<PAGE> 10
such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director
or controlling person of such indemnified party and will survive the
transfer of securities. The Company also agrees to make such
provisions as are reasonably requested by any indemnified party for
contribution to such party in the event the Company's indemnification
is unavailable for any reason.

7. Suspension of Sales. Upon receipt of written notice from the
Company that a Registration Statement or Prospectus contains a Misstatement,
each Holder of Registrable Securities shall forthwith discontinue disposition
of Registrable Securities until such Holder has received copies of a
supplemented or amended Prospectus, or until such Holder is advised in writing
by the Company that the use of the Prospectus may be resumed.

8. Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Agreement may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities who, after such assignment or transfer, (i) in the
case of a Priority Holder, holds at least 10% of the number of Registrable
Securities owned by the Purchaser on the date of this Agreement, or (ii) in the
case of a Subordinated Holder, holds at least 50% of the number of Registrable
Securities owned by the Subordinated Holder on the date of this Agreement.

9. Limitation on Subsequent Registration Rights. From and after
the date of this Agreement, the Company shall not, without the prior written
consent of the Holders of a majority in interest of the outstanding Registrable
Securities, enter into any agreement with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a) to include such securities in any Registration filed under Section 2
hereof unless under the terms of such agreement such holder may include such
securities only to the extent that the inclusion of such securities will not
reduce the amount of the Registrable Securities of the Holders which is
included or (b) to make any demand Registration at any time Registrable
Securities are outstanding.

8
<PAGE> 11
10. Miscellaneous

(a) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery: (i) if to a Holder of Registrable Securities, at the most current
address set forth in the Company's stock transfer books; and (ii) if to the
Company, at its address set forth in the Purchase Agreement. All such notices
and communications shall be deemed to have been duly given: at the time
delivered by hand (including by telecopy), if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if to an air
courier guaranteeing overnight delivery.

(b) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the Company. This
Agreement may not be assigned by a Holder, except as set forth in Section 8
above or with the prior written consent of the Company.

(c) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

PARCELWAY SYSTEMS HOLDING CORP.

By: /s/ George M. Siegel
----------------------
George M. Siegel
Chief Executive Officer

9
<PAGE> 12
CYPRESS CAPITAL PARTNERS I, L.P.

By: CCP Investment Corporation
(general partner)

By: /s/ Stephen P. Smiley
-----------------------
Stephen P. Smiley
President

McFARLAND, GROSSMAN & COMPANY, INC.

By: /s/ Cary Grossman
----------------------
Cary Grossman,
Vice President

/s/ George M. Siegel
------------------------
George M. Siegel

<PAGE> 1
EXHIBIT 10.7

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement") is made and entered
into as of May 31, 1995, by and among Parcelway Systems Holding Corp. (the
"Company"), Preferred Risk Life Insurance Co. ("PRLIC"), Preferred Risk Mutual
Insurance Co. ("PRMIC") (PRLIC and PRMIC hereby collectively referred to as the
"Purchaser") and Richard K. McClelland ("Executive"). In order to (a) induce
the Purchaser to enter into the Stock Purchase Agreement with the Company of
even date herewith (the "Purchase Agreement"), (b) induce Executive to enter
into the Employment Agreement with the Company of even date herewith (the
"Employment Agreement") and (c) to prioritize the commitments of the Company to
its shareholders regarding the registration of the Company's securities, the
Company has agreed to provide the registration rights set forth in this
Agreement.

The parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:

Board: The Board of Directors of the Company.

Common Stock: The common stock, $.01 par value, of the Company.

Cypress: Cypress Capital Partners I, L.P., (including its successors,
assigns and affiliates).

Holder(s): The Priority Holders and the Subordinated Holders.

Person: A natural person, partnership, corporation, business trust,
association, joint venture or other entity or a government or agency or
political subdivision thereof.

Priority Holder(s): The Purchaser, or any permitted assignee of
Purchaser.

Registration: A piggyback registration described in Section 2 hereof.
<PAGE> 2
Registration Expenses: The out-of-pocket expenses of a Registration,
including:

(1) all registration and filing fees (including fees with
respect to filings required to be made with the National Association
of Securities Dealers, Inc.);

(3) printing, messenger, telephone and delivery expenses;

(4) fees and disbursements of counsel for the Company; and

(5) fees and disbursements of all independent certified
public accountants of the Company incurred specifically in connection
with such Registration.

In no event shall Registration Expenses include the underwriting discounts and
commissions charged to Holders with respect to the sale of their Registrable
Securities.

Registrable Securities: (a) The shares of Common Stock owned or
acquired by a Holder pursuant to the Purchase Agreement, the Employment
Agreement or otherwise, and (b) any securities issued or issuable with respect
to such Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
reorganization; provided that any such share or security shall be deemed to be
Registrable Securities only if and so long as it is a Transfer Restricted
Security.

Securities Act: The Securities Act of 1933, as from time to time
amended.

SEC: The Securities and Exchange Commission.

Subordinated Holder(s): The Executive and his permitted assigns.

2
<PAGE> 3
Transfer Restricted Security: A security that has not been sold to or
through a broker, dealer or underwriter in a public distribution or other
public securities transaction or sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Rule 144(k) promulgated thereunder (or any successor rule other than Rule
144A). The foregoing notwithstanding, a security shall remain a Transfer
Restricted Security until (i) all stop transfer instructions or notations and
restrictive legends with respect to such security are eligible to be removed
and (ii) the Holder of such security has received an opinion of counsel to the
Company, to the effect that such shares in such Holder's hands are freely
transferable in any public or private transaction without registration under
the Securities Act (or such Holder has waived receipt of such opinion).

Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for distribution to
the public.

2. Piggyback Registrations.

(a) Registration Right Notice. Each time the Company decides to
file a Registration Statement under the Securities Act (other than on Forms S-4
or S-8 or any successor form for the registration of securities issued or to be
issued in connection with a merger or acquisition or employee benefit plan)
covering the offer and sale by it of the Company's securities for money, the
Company shall give written notice thereof to all Holders of Registrable
Securities. The Company shall include in such Registration Statement such
shares of Registrable Securities for which it has received written requests to
register such shares within 30 days after such written notice has been given.
If the Registration Statement is to cover an Underwritten Offering, such
Registrable Securities shall be included in the underwriting on the same terms
and conditions as the securities otherwise being sold through the underwriters.

(b) Underwriter Cutback. If in the good faith judgment of the
managing underwriter in any Underwritten Offering pursuant to subsection (a)
above, the inclusion of all of the shares of Registrable Securities would
interfere with the successful marketing of a smaller number of such shares,
then the number of shares of Registrable Securities (except for shares to be
issued by the Company in an offering initiated by the Company) shall be reduced
to such smaller number, with the reduction occurring (i) first, by the
reduction of shares of Registrable Securities owned by the Subordinated Holders
and the holders of Registrable Securities other than the Priority Holders and
Cypress and (ii) second, after the elimination of all shares of Registrable
Securities owned by such Subordinated Holders and holders, by the reduction of
shares of Registrable Securities owned by the Priority Holders and Cypress, in
each case such reduction to be in the manner that participation in such
offering by each such holder, Subordinated Holder, Preferred Holder or Cypress,
as the case may be,

3
<PAGE> 4
shall be as nearly as practicable on a prorata basis (measured on the basis of
the number of shares of Common Stock requested to be so registered by each such
holder, Subordinated Holder, Priority Holder or Cypress, as the case may be).

(b) prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement, and such
supplements to the Prospectus, as may be requested by any Holder of
Registrable Securities or any underwriter of Registrable Securities or
as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the
Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the
intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus;

4
<PAGE> 5
Registrable Securities covered by the Registration Statement; provided
that the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to
take any action which would subject it to general service of process
in any such jurisdiction where it is not then so subject;

(e) cause all such Registrable Shares to be listed on each
securities exchange on which similar securities issued by the Company
are then listed;

(f) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such
Registration Statement;

(g) advise each seller of such Registrable Shares, promptly
after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of
such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use all reasonable efforts to
prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued; and

The Company may decline to file a Registration Statement after giving notice to
any Holder, or withdraw a Registration Statement after filing but prior to the
effectiveness thereof, provided, that the Company shall promptly notify each
Holder in writing of any such action and provided, further, that the Company
shall bear all expenses which would otherwise have been charged to the Holder
in connection with such withdrawn Registration Statement.

4. Registration Expenses. The Registration Expenses of all
Registrations under Section 2 shall be borne by the Company, except that the
fees and disbursements of any counsel to the Holders shall be paid by the
Holders if such security holders are unwilling to be represented by counsel to
the Company.

5
<PAGE> 6
in connection with the sale of Registrable Securities shall be no less
favorable than the terms afforded to any other holder of securities
participating in the Underwritten Offering.

6. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted
by law, each Holder of Registrable Shares, its officers and directors
and each Person who control such Holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and
expenses caused by any untrue or alleged untrue statement of material
fact contained in any Registration Statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such Holder
expressly for use therein or by such Holder's failure to deliver a
copy of the Registration Statement or prospectus or any amendments or
supplements thereto after the Company has furnished such Holder with a
sufficient number of copies of the same. In connection with an
Underwritten Offering, the Company will indemnify such underwriters,
their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the
Holders of Registrable Shares.

6
<PAGE> 7
amount received by such holder from the sale or Registrable Shares
pursuant to such Registration Statement.

7
<PAGE> 8
9. Miscellaneous

(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

PARCELWAY SYSTEMS HOLDING CORP.

By: /s/ GEORGE M. SIEGEL
----------------------
George M. Siegel
President

PREFERRED RISK LIFE INSURANCE CO.

By: /s/ BRIAN HUGHES
-----------------
Brian Hughes
Vice President, Investments

8
<PAGE> 9

PREFERRED RISK MUTUAL INSURANCE CO.

By: /s/ THOMAS FARR
--------------
Thomas Farr
Vice President & General Counsel

/s/ RICHARD K. McCLELLAND
---------------------------
Richard K. McClelland

<PAGE> 1
EXHIBIT 10.8

================================================================================

CREDIT AGREEMENT
dated as of December 15, 1995

by and among

DYNAMEX INC.
PARCELWAY COURIER SYSTEMS CANADA LTD.
PARCELWAY COURIER SYSTEMS (B.C.) LTD.
DYNAMEX OPERATIONS EAST, INC.
DYNAMEX OPERATIONS WEST, INC.
PARCELWAY COURIER SYSTEMS, INC.
PARCELWAY SYSTEMS (INTERNATIONAL), INC.
PARCELWAY COURIER SYSTEMS OF ILLINOIS, INC.
PARCELWAY COURIER SYSTEMS III, INC.
as Borrowers and Guarantors

and

NATIONSBANK OF TEXAS, N.A.
as Agent

and

THE LENDERS NAMED HEREIN

$2,500,000 REVOLVING CREDIT LOANS FACILITY
$8,000,000 TERM LOANS A FACILITY
$6,000,000 TERM LOANS B FACILITY

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 1 - Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Definitions, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 1.3 Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 1.4 Financial Covenants and Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 2 - Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 2.1 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 2.2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.3 Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.4 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 2.5 Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 2.6 Optional Prepayments, Conversions and Continuations of Loans . . . . . . . . . . . . . . . 35
Section 2.7 Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 2.8 Minimum Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 2.9 Certain Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 2.10 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 2.11 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 2.12 Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 2.13 Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 3 - Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 3.1 Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 3.2 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 3.3 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 3.4 Non-Receipt of Funds by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 3.5 Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 3.6 Withholding Tax Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE 4 - Yield Protection and Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.1 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.2 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.3 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.4 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.5 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.6 Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 4.7 Additional Interest on Eurodollar Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE 5 - Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 5.1 Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 5.2 Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.3 New Subsidiaries; New Issuances of Capital Stock . . . . . . . . . . . . . . . . . . . . . 49
Section 5.4 New Mortgaged Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.5 Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.6 Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE 6 - Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 6.1 Initial Extension of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 6.2 All Extensions of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 6.3 Closing Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE 7 - Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 7.1 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 7.2 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 7.3 Corporate Action; No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 7.4 Operation of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 7.5 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 7.6 Litigation and Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 7.7 Rights in Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 7.8 Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 7.9 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 7.10 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 7.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 7.12 Margin Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 7.13 ERISA; Canadian Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.14 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.15 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.16 Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.17 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.18 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.19 Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.20 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 7.21 Labor Disputes and Acts of God . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 7.22 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 7.23 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 7.24 Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 7.25 Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 7.26 Related Transactions Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 7.27 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 7.28 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 7.29 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
</TABLE>

ii
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<TABLE>
<S> <C>
ARTICLE 8 - Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 8.1 Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.2 Maintenance of Existence Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.3 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.4 Taxes and Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.5 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.6 Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 8.7 Keeping Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 8.8 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 8.9 Compliance with Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 8.10 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 8.11 ERISA; Canadian Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 8.12 Interest Rate Protection Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 8.13 Trade Accounts Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 8.14 Unified Cash Management System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 8.15 Indemnifications under Acquisition Documents . . . . . . . . . . . . . . . . . . . . . . . 77
Section 8.16 Ownership of Subsidiaries and Mergers of Certain Subsidiaries . . . . . . . . . . . . . . . 77

ARTICLE 9 - Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 9.1 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 9.2 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 9.3 Mergers, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 9.4 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 9.5 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 9.6 Limitation on Issuance of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 9.7 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 9.8 Disposition of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 9.9 Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 9.10 Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 9.11 Environmental Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 9.12 Intercompany Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 9.13 Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 9.14 Modification of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 9.15 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 9.16 ERISA and Canadian Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

ARTICLE 10 - Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 10.1 Ratio of Senior Funded Debt to EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 10.2 Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 10.3 Current Maturities Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 10.4 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

ARTICLE 11 - Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 11.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 11.2 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
</TABLE>

iii
<PAGE> 5
<TABLE>
<S> <C>
Section 11.3 Performance by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Section 11.4 Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

ARTICLE 12 - The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 12.1 Appointment, Powers and Immunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 12.2 Rights of Agent as a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 12.3 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 12.4 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 12.5 Independent Credit Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 12.6 Several Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 12.7 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

ARTICLE 13 - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 13.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 13.2 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 13.3 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 13.4 No Duty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.5 No Fiduciary Relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.6 Equitable Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.7 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.8 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.9 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 13.10 ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 13.11 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 13.12 Maximum Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Section 13.13 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Section 13.14 GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS . . . . . . . . . . . . . . . 102
Section 13.15 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.16 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.17 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.18 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.19 Independence of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.20 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 13.21 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 13.22 Approvals and Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 13.23 Agent for Services of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 13.24 Joint and Several Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
</TABLE>

iv
<PAGE> 6
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Description of Exhibit Section
- ------- ---------------------- -------
<S> <C> <C>
A Form of Assignment and Acceptance 1.1
B Form of Borrowing Base Report 1.1
C Form of Revolving Credit Loans Note 1.1 and 2.2
D Form of Term Loans A Note 1.1 and 2.2
E Form of Term Loans B Note 1.1 and 2.2
F Form of Notice of Borrowings, Conversions,
Continuations or Prepayments 2.9
</TABLE>

INDEX TO SCHEDULES

<TABLE>
<CAPTION>
Schedule Description of Schedule
- -------- -----------------------
<S> <C>
1.1(a) Permitted Liens
1.1(b) Pro Formas
1.1(c) Projections
2.10(b)(i) Mayne Nickless Assets to be acquired by Dynamex East and Dynamex West
2.10(b)(ii) Debt of Dynamex and certain of its Subsidiaries to be paid
2.10(c)(i) Mayne Nickless Assets to be acquired by Parcelway Canada
2.10(c)(ii) Debt of Parcelway Canada to be paid
7.4 Permits, Franchises, Licenses and Authorizations required by Governmental Requirements or
issued by Governmental Authorities
7.6 Litigation and Judgments
7.7(a) Ownership of Real Properties or Interests therein
7.7(b) Ownership of Intellectual Property
7.10 Existing Debt
7.11 Taxes
7.13 Plans
7.15 Dynamex Common Stock; Options, etc.
7.22 Material Contracts
7.23 Bank Accounts
7.26 Certain Consents
7.28 Employee Matters
7.29 Insurance
9.5 Investments
</TABLE>

v
<PAGE> 7
CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of December 15, 1995, is by and among
DYNAMEX INC. (f/k/a Parcelway Systems Holdings Corp., "Dynamex"), a Delaware
corporation, PARCELWAY COURIER SYSTEMS CANADA LTD. ("Parcelway Canada"), an
Alberta (Canada) corporation, PARCELWAY COURIER SYSTEMS (B.C.) LTD. ("Parcelway
BC"), a British Columbia (Canada) corporation, DYNAMEX OPERATIONS EAST, INC.
("Dynamex East"), a Delaware corporation, DYNAMEX OPERATIONS WEST, INC.
("Dynamex West"), a Delaware corporation, PARCELWAY COURIER SYSTEMS, INC.
("Parcelway Courier"), an Arizona corporation, PARCELWAY SYSTEMS
(INTERNATIONAL), INC. ("Parcelway International"), an Arizona corporation,
PARCELWAY COURIER SYSTEMS OF ILLINOIS, INC. ("Parcelway Illinois"), an Arizona
corporation, PARCELWAY COURIER SYSTEMS III, INC. ("Parcelway III"), an Arizona
corporation, each of the banks or other lending institutions which is a party
hereto (as evidenced by the signature pages of this Agreement) or which may
from time to time become a party hereto or any successor or assignee thereof
(individually, a "Lender" and, collectively, the "Lenders"), and NATIONSBANK OF
TEXAS, N.A., a national banking association, as agent for itself and the other
Lenders (in such capacity, together with its successors in such capacity, the
"Agent").

RECITALS:

A. Dynamex owns all of the issued and outstanding Capital Stock of
Parcelway Canada, Dynamex East, Dynamex West, Parcelway Courier, Parcelway
International, Parcelway Illinois and Parcelway III, and Parcelway Canada owns
all of the issued and outstanding Capital Stock of Parcelway BC.

B. Dynamex and/or its Subsidiaries have previously acquired certain
assets and incurred certain indebtedness.

C. Dynamex, Parcelway Canada, Dynamex East and Dynamex West recently
entered into the Mayne Nickless Acquisition Agreement (as defined herein)
pursuant to which, on the Funding Date (as defined herein), Parcelway Canada,
Dynamex East and Dynamex West will acquire certain of the assets and assume
certain of the liabilities of the Mayne Nickless Sellers (as defined herein).

D. In connection with the Mayne Nickless Acquisition (as defined
herein), Dynamex and its Subsidiaries desire that the Lenders enter into this
Agreement pursuant to which the Lenders will extend (i) a revolving credit
facility to Dynamex, Dynamex East, Dynamex West, Parcelway Courier, Parcelway
International, Parcelway Illinois and Parcelway III to provide working capital
for, and other funds for the general corporate purposes of, such corporations,
(ii) a term loan facility to Dynamex, Dynamex East and Dynamex West to partially
finance the acquisition of assets by Dynamex East and Dynamex West pursuant
to the Mayne Nickless Acquisition and to repay certain indebtedness of
Parcelway Courier, Parcelway Illinois and Parcelway III, and (iii) a term loan
facility to Parcelway Canada to partially finance its
<PAGE> 8
acquisition of assets pursuant to the Mayne Nickless Acquisition and to repay
certain indebtedness of Parcelway Canada.

E. Dynamex and its Subsidiaries, the Lenders identified on the
signature pages of this Agreement and the Agent desire to enter into this
Agreement for the purposes of providing the credit facilities referred to in
Recital D preceding.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE 1

Definitions

Section 1.1 Definitions, etc. As used in this Agreement, the
following terms shall have the following meanings:

"Acquisition Documents" means the Dynamex Acquisition Agreement, the
Mayne Nickless Acquisition Agreement and each other material agreement,
document or instrument executed or delivered in connection with or pursuant to
the Dynamex Acquisition Agreement or the Mayne Nickless Acquisition Agreement.

"Acquisitions" means the Dynamex Acquisition and the Mayne Nickless
Acquisition.

"Additional Costs" means as specified in Section 4.1(a).

"Adjusted Eurodollar Rate" means, for any Eurodollar Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/16 of one percent) determined by the Agent to be equal to (a) the
Eurodollar Rate for such Eurodollar Loan for such Interest Period divided by
(b) one minus the Reserve Requirement for such Eurodollar Loan for such
Interest Period.

"Affiliate" means, as to any Person (or, with respect to clause (d)
succeeding, as to Dynamex) any other Person (a) that directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under
common control with, such Person; (b) that directly or indirectly beneficially
owns or holds ten percent or more of any class of voting Capital Stock of such
Person; (c) except as provided in clause (d) succeeding, ten percent or more of
the voting Capital Stock of which is directly or indirectly beneficially owned
or held by the Person in question; or (d) with respect to Dynamex after the
consummation of a Public Offering of the Capital Stock of Dynamex, 20% or more
of the voting Capital Stock of which is directly or indirectly beneficially
owned or held by the Person in question. The term "control" means the
possession, directly or indirectly, of the power to direct or cause direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise; provided, however, in no event shall the
Agent or any Lender be deemed an Affiliate of Dynamex or any of its
Subsidiaries.

2
<PAGE> 9

"Agent" means as specified in the introductory paragraph of this
Agreement.

"Agent's Letter" means that certain letter agreement dated as of
December 15, 1995 (and accepted by Dynamex as of December 15, 1995) between the
Agent and Dynamex.

"Aggregate Commitment Percentage" means, as to any Lender, the
percentage equivalent of a fraction, the numerator of which is the sum of the
outstanding Revolving Credit Loans Commitment of such Lender (or, if such
Commitment has terminated or expired, the outstanding principal amount of its
Revolving Credit Loans) plus the outstanding principal amount of the Term Loans
of such Lender, and the denominator of which is the sum of the outstanding
Revolving Credit Loans Commitments of all Lenders (or, if such Commitments have
terminated or expired, the outstanding principal amount of the Revolving Credit
Loans) plus the outstanding principal amount of the Term Loans of all Lenders.

"Agreement" means this Agreement and any and all amendments,
modifications, supplements, renewals, extensions or restatements hereof.

"Air Canada" means Air Canada, a corporation existing under the federal
laws of Canada.

"Air Canada Subordinated Debt" means the Debt evidenced by the
Original Air Canada Subordinated Note and the Air Canada Subordinated Note.

"Air Canada Subordinated Note" means that certain Subordinated Renewal
Promissory Note dated December ____, 1995, in the original principal amount of
Cdn. $3,225,000 made by Dynamex payable to Air Canada, and any and all
amendments, modifications, supplements, renewals, extensions or restatements
thereof.

"Applicable Lending Office" means for each Lender and each Type of
Loan, the Lending Office of such Lender (or an Affiliate of such Lender)
designated for such Type of Loan below its name on the signature pages hereof
(or, with respect to a Lender that becomes a party to this Agreement pursuant
to an assignment made in accordance with Section 13.8, in the Assignment and
Acceptance executed by it) or such other office of such Lender (or an Affiliate
of such Lender) as such Lender may from time to time specify to Dynamex and the
Agent as the office by which its Loans of such Type are to be made and
maintained.

"Applicable Margin" means, for the period commencing with the Closing
Date and thereafter, the rate per annum set forth in the table below that
corresponds to the ratio of (i) Senior Funded Debt as of the date of the
relevant financial statements referred to below to (ii) EBITDA for the four
fiscal quarters of Dynamex and its Subsidiaries then most recently ended as of
the date of such financial statements or, if EBITDA is calculated as of the end
of any fiscal quarter ended prior to December 31, 1996, for the period
consisting of the greatest number of fiscal quarters ended subsequent to the
Funding Date on an annualized basis:

3
<PAGE> 10

<TABLE>
<CAPTION>
Term Loans Revolving Loans
------------------------------ -------------------------------
Applicable Margins for Applicable Margins for
------------------------------ -------------------------------
Ratio of Senior Prime Rate Eurodollar Prime Rate Eurodollar
Funded Debt to EBITDA Loans Loans Loans Loans
--------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Less than 2.00 to 1.00 0% 2.00% 0.25% 2.25%

Less than 2.50 to 1.00 but 0.50% 2.50% 0.75% 2.75%
greater than or equal to 2.00 to
1.00
Greater than or equal to 2.50 to 1.00% 3.00% 1.25% 3.25%
1.00
</TABLE>

For purposes hereof, the Applicable Margin for the period from the Closing Date
to the first Calculation Date shall be deemed to be the percentage reflected in
the preceding table as if the ratio of Senior Funded Debt to EBITDA were
greater than or equal to 2.50 to 1.00 and shall thereafter be calculated on
each Calculation Date based upon the financial statements delivered by Dynamex
pursuant to Section 8.1(b) and the certificate delivered by Dynamex pursuant to
Section 8.1(e); provided, that if Dynamex fails to deliver to the Agent such
financial statements or certificate on or before the relevant Calculation Date,
the Applicable Margin shall be deemed to be the percentage reflected in the
preceding table as if the ratio of Senior Funded Debt to EBITDA were greater
than or equal to 2.50 to 1.00 until the date such statements and certificate
are received by the Agent, after which the Applicable Margin shall be
determined as otherwise provided herein.

"Asset Disposition" means the disposition of any or all of the
Property (other than sales of Inventory in the ordinary course of business and
the grant of a Lien as security) of Dynamex or any of its Subsidiaries, whether
by sale, lease, transfer, assignment, condemnation or otherwise, but excluding
any involuntary disposition resulting from casualty damage to Property.

"Assignee" means as specified in Section 13.8(b).

"Assigning Lender" means as specified in Section 13.8(b).

"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and its Assignee and accepted by the Agent pursuant to Section
13.8(e), in substantially the form of Exhibit A hereto.

"Bank of Montreal Credit Agreement" means the agreements, documents
and instruments dated on or about May 1995 evidencing or governing the Debt
owed by Parcelway Canada to Bank of Montreal (which Debt is to be paid in full
with the proceeds of the initial Loans).

"Bankruptcy Code" means as specified in Section 11.1(e).

"Basle Accord" means the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and Supervisory
Practices in its paper entitled "International Convergence of Capital
Measurement and Capital Standards" dated July 1988, as

4
<PAGE> 11
amended, supplemented and otherwise modified and in effect from time to time,
or any replacement thereof.

"Borrower" means (a) a Revolving Credit Loans Borrower, with respect
to the Revolving Credit Loans, (b) a Term Loans A Borrower, with respect to the
Term Loans A, and (c) Parcelway Canada, with respect to the Term Loans B, and
"Borrower" means all of such borrowers.

"Borrowing Base" means, at any date of determination, an amount equal
to 75% of Eligible Receivables owned by the Revolving Credit Loans Borrowers or
Parcelway Canada; provided, however, that, notwithstanding anything to the
contrary contained in this Agreement, if any of the Agent or any Lender shall
have received written notice from any Loan Party purportedly sent to terminate,
limit or restrict (or to attempt to terminate, limit or restrict) future
advances or future Obligations or the operation of any Security Document as
security for future advances or future Obligations, whether or not such notice
is effective, the Borrowing Base shall be further reduced by an amount equal to
the aggregate value of the Eligible Receivables to which such notice relates,
as such value is determined by the Agent in good faith.

"Borrowing Base Report" means a report in substantially the form of
Exhibit B attached hereto and completed and certified by a Responsible Officer
of Dynamex relating to the determination of the Borrowing Base.

"Business Day" means (a) any day on which commercial banks are not
authorized or required to close in Dallas, Texas, and (b) with respect to all
borrowings, payments, Conversions, Continuations, Interest Periods and notices
in connection with Eurodollar Loans, any day which is a Business Day described
in clause (a) above and which is also a day on which dealings in Dollar
deposits are carried out in the London interbank market.

"Calculation Date" means the date occurring each quarter during the
term of this Agreement which is 15 days after the date on which quarterly
financial statements of Dynamex and its Subsidiaries are required by Section
8.1(b) to be delivered to the Agent.

"Canadian Excess Cash Flow" means Excess Cash Flow attributable to
Parcelway Canada and its Subsidiaries.

"Canadian Five Year Rule" means that Parcelway Canada shall not be
obligated, under any circumstances other than the circumstance of the
acceleration of the maturity of the Term Loans B upon the occurrence of an
Event of Default, to pay more than 25% of the principal amount of the Term
Loans B within five years and one day from the date of the making of the
Term Loans B, whether from scheduled payments or mandatory prepayments from
asset sales, insurance proceeds, stock offerings, excess cash flow, Debt
issuances or otherwise.

"Canadian Pension and Benefits Law" means any federal or provincial
legislation or regulations applicable to any Canadian Plan including, without
limitation, any pension benefits or tax legislation or regulations.

5
<PAGE> 12

"Canadian Pension Authority" means any federal or provincial pension
regulator having jurisdiction over any Canadian Pension Plan.

"Canadian Pension Plan" means any pension or retirement plan, written
or unwritten, registered or unregistered, maintained or contributed to for any
Canadian employee or former employee of Parcelway Canada or any other Loan
Party currently or at any time within the six years immediately preceding the
Closing Date.

"Canadian Plan" means any pension, retirement, profit sharing, stock
option, stock purchase, stock bonus, severance, bonus, incentive, deferred
compensation, supplemental unemployment, health, welfare, dental, disability,
life insurance or other plan, program or arrangement maintained for any
Canadian employee of Parcelway Canada or any other Loan Party, including any
Canadian Pension Plan.

"Capital Expenditures" means, for any period, expenditures (including
the aggregate amount of Capital Lease Obligations incurred during such period)
made by Dynamex or any of its Subsidiaries to acquire or construct fixed
assets, plant or equipment (including renewals, improvements or replacements,
but excluding repairs) during such period and which, in accordance with GAAP,
are classified as capital expenditures.

"Capital Lease Obligations" means, as to any Person, the obligations
of such Person to pay rent or other amounts under a lease of (or other
agreement conveying the right to use) real and/or personal Property, which
obligations are classified as a capital lease on a balance sheet of such Person
under GAAP. For purposes of this Agreement, the amount of such Capital Lease
Obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

"Capital Stock" means corporate stock and any and all shares,
partnership interests, limited partnership interests, limited liability company
interests, membership interests, equity interests, participations, rights or
other equivalents (however designated) of corporate stock or any of the
foregoing issued by any entity (whether a corporation, a partnership or another
entity).

"Cdn. Dollars" and "Cdn. $" mean lawful money of Canada.

"Change of Control" means the existence or occurrence of any of the
following: (a) any of the Capital Stock of any Borrower, other than Dynamex, is
owned by any Person other than Dynamex; (b) prior to the consummation of a
Public Offering, 25% or more of the outstanding shares of voting stock of
Dynamex is owned by a Person or Persons other than the Permitted Holders; (c)
after the consummation of a Public Offering, any Person or two or more Persons
(other than the Permitted Holders) acting as a group (as defined in Section
13d-3 of the Securities Exchange Act of 1934) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 25% or more of the
outstanding shares of voting stock of Dynamex; (d) the consummation of any
transaction the result of which is that any Person or group beneficially owns
more of the voting stock of Dynamex than is beneficially owned, in the
aggregate, by the

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<PAGE> 13
Permitted Holders; (e) after the consummation of a Public Offering, Cypress
shall, in the aggregate, own less than 25% of the outstanding voting stock of
Dynamex; or (f) individuals who, as of the Closing Date, constitute the Board of
Directors of Dynamex (the "Dynamex Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors of Dynamex, provided,
however, that any individual becoming a director of Dynamex subsequent to the
Closing Date whose election or nomination for election by Dynamex's shareholders
was approved by a vote of at least a majority of the directors then comprising
the Dynamex Incumbent Board shall be considered as though such individual were a
member of the Dynamex Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934) or other
actual or threatened solicitation of proxies or contest by or on behalf of a
Person other than the Board of Directors of Dynamex.

"Closing Date" means December 15, 1995, the date of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated and rulings issued thereunder.

"Collateral" means all Property of any nature whatsoever upon which a
Lien is created or purported to be created by any Loan Document as security for
the Obligations or any portion thereof.

"Commitment Percentage" means, as to any Lender and as to any of its
Commitments (as may be applicable based upon the context in which such term is
used), the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of the applicable Commitment(s) of such Lender, and the
denominator of which is the aggregate amount of such applicable Commitment(s)
of all of the Lenders, as adjusted from time to time in accordance with Section
13.8.

"Commitments" means the Revolving Credit Loans Commitments, the Term
Loans A Commitments and the Term Loans B Commitments.

"Concentration Account" means a concentration deposit account into
which all proceeds of Collateral shall be deposited maintained by Dynamex or
its Subsidiaries (as applicable) with a bank selected by Dynamex or such
Subsidiary and reasonably acceptable to the Agent, and "Concentration Accounts"
means all of such Concentration Accounts.

"Continue", "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.6 of a Eurodollar Loan as a Eurodollar Loan
of the same Type from one Interest Period to the next Interest Period.

"Contract Rate" means as specified in Section 13.12(a).

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<PAGE> 14

"Convert", "Conversion" and "Converted" shall refer to a conversion
pursuant to Section 2.6 or Article 4 of one Type of Loan into the other Type of
Loan.

"Currency Hedge Agreement" means any currency hedge or exchange
agreement, option or futures contract or other agreement intended to protect
against or manage a Person's exposure to fluctuations in currency exchange
rates.

"Current Date" means a date occurring no more than 30 days prior to
the Funding Date or such earlier date which is reasonably acceptable to the
Agent.

"Current Maturities Coverage Ratio" means, for any period, the ratio
of the following (without duplication) for Dynamex and its Subsidiaries for
such period determined on a consolidated basis in accordance with GAAP: (a)
(i) Net Income, plus (ii) depreciation and amortization expenses and other
non-cash items to the extent deducted in determining Net Income, minus (iii)
non-cash income to the extent included in determining Net Income, to (b)
current maturities of Funded Debt referred to in clauses (a) and (b) of the
definition thereof; provided, however, that, for purposes of this clause (b),
the current maturities of the Term Loans for a period shall be deemed to not
exceed $1,900,000 and the current maturities of the Air Canada Subordinated
Debt and the Shareholders Subordinated Debt shall be excluded for future
periods during which the maturities of such Debt, based upon the presently
stated maturities thereof, will become current.

"Cypress" means Cypress Capital Partners I, L.P., a Texas limited
partnership.

"Debt" means as to any Person at any time (without duplication): (a)
all indebtedness, liabilities and obligations of such Person for borrowed money
(the indebtedness, liabilities and obligations of Dynamex evidenced by the Air
Canada Note shall be deemed to be Debt of Dynamex for purposes of this clause
(a), notwithstanding that Parcelway Canada was originally the borrower with
respect to such borrowed money), (b) all indebtedness, liabilities and
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (c) all indebtedness, liabilities and obligations of such
Person to pay the deferred purchase price of Property or services, except trade
accounts payable of such Person arising in the ordinary course of business that
are not past due by more than 90 days, (d) all Capital Lease Obligations of such
Person, (e) all Debt of others Guaranteed by such Person, (f) all indebtedness,
liabilities and obligations secured by a Lien existing on Property owned by such
Person, whether or not the indebtedness, liabilities or obligations secured
thereby have been assumed by such Person or are non-recourse to such Person, (g)
all reimbursement obligations of such Person (whether contingent or otherwise)
in respect of letters of credit, bankers' acceptances, surety or other bonds and
similar instruments, (h) all indebtedness, liabilities and obligations of such
Person to redeem or retire shares of Capital Stock of such Person, (i) all
indebtedness, liabilities and obligations of such Person under Interest Rate
Protection Agreements or Currency Hedge Agreements, and (j) all indebtedness,
liabilities and obligations of such Person in respect of unfunded vested
benefits under any Plan or Canadian Plan.

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<PAGE> 15

"Default" means an Event of Default or the occurrence of an event or
condition which with notice or lapse of time or both would become an Event of
Default.

"Default Rate" means, in respect of any principal of any Loan or any
other amount payable by any Borrower under this Agreement or any other Loan
Document which is not paid when due (whether at stated maturity, by
acceleration or otherwise), a rate per annum during the period commencing on
the due date until such amount is paid in full equal to the lesser of (a) the
sum of four percent plus the Prime Rate as in effect from time to time plus the
Applicable Margin for Prime Rate Loans or (b) the Maximum Rate; provided,
however, that if such amount in default is principal of a Eurodollar Loan and
the due date is a day other than the last day of an Interest Period therefor,
the "Default Rate" for such principal shall be, for the period from and
including the due date and to but excluding the last day of the Interest Period
therefor, the lesser of (i) the sum of four percent plus the interest rate for
such Eurodollar Loan for such Interest Period as provided in Section 2.4(a)
hereof or (ii) the Maximum Rate and, thereafter, the rate provided for above in
this definition.

"Deposit Account" means a deposit account maintained by the applicable
Borrower or Borrowers with a bank selected by such Borrower or Borrowers and
reasonably acceptable to the Agent.

"Dollars" and "$" mean lawful money of the U.S.

"Dynamex Acquisition" means the acquisition by Parcelway Canada of the
assets of Dynamex Express Inc. from Air Canada in May 1995.

"Dynamex Acquisition Agreement" means the Asset Purchase Agreement
relating to the Dynamex Acquisition.

"Dynamex Common Stock" means the common stock of Dynamex, par value
$0.10 per share.

"Dynamex Equity Documents" means Dynamex's Certificate of
Incorporation, the Dynamex Common Stock, the subscription agreements executed
in connection with the issuance of any Dynamex Common Stock, the Dynamex Stock
Purchase Agreements and any other stock purchase agreements, if any, with
respect to the Capital Stock of Dynamex, the Dynamex Stock Option Agreement and
any and all stock options issued pursuant thereto, the Registration Rights
Agreements, the Warrants and any other agreement, document or instrument now or
hereafter governing the rights of the holders of the Dynamex Common Stock or any
other Capital Stock of Dynamex.

"Dynamex Stock Option Agreement" means the 1993 Stock Option Plan of
Dynamex and all stock options at any time issued pursuant thereto, including,
without limitation, stock options issued to (a) George M. Siegel pursuant to a
Nonqualified Stock Option Agreement dated November 16, 1993 (as amended on July
19, 1995), (b) Richard K. McClelland pursuant to a Nonqualified Stock Option
Agreement dated May 31, 1995, and (c) Martin Anthony Piccolo,

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<PAGE> 16
Thomas Robert Aitken and Edward John Ashley pursuant to Incentive Stock Option
Agreements dated July 11, 1995.

"Dynamex Stock Purchase Agreements" means (a) that certain Securities
Purchase Agreement dated as of November 16, 1993, between Cypress and Dynamex
pursuant to which Cypress purchased shares of common and preferred stock of
Dynamex, as amended by Amendment No. 1 to Securities Purchase Agreement dated
as of May 31, 1995, between Cypress and Dynamex, (b) that certain Stock
Purchase Agreement dated as of May 31, 1995, among Preferred Risk Life
Insurance Co. and Dynamex, (c) any and all other (if any) agreements relating
to the issuance of any Capital Stock of Dynamex, and (d) any and all
amendments, modifications, supplements, renewals, extensions or restatements of
any of the foregoing.

"EBITDA" means, for any period, without duplication, the sum of the
following for Dynamex and its Subsidiaries (or other applicable Person) for
such period determined on a consolidated basis in accordance with GAAP: (a) Net
Income, plus (b) Interest Expense, plus (c) income and franchise taxes to the
extent deducted in determining Net Income, plus (d) depreciation and
amortization expense and other non-cash items to the extent deducted in
determining Net Income, minus (e) non-cash income to the extent included in
determining Net Income.

"Eligible Assignee" means (a) any Affiliate of a Lender or (b) any
commercial bank, savings and loan association, savings bank, finance company,
insurance company, pension fund, mutual fund or other financial institution
(whether a corporation, partnership or other entity) acceptable to the Agent.

"Eligible Receivables" means, at any date of determination, without
duplication, the aggregate of each Receivable owned by a Revolving Credit Loans
Borrower or Parcelway Canada (as the case may be), created in the ordinary
course of business which satisfies each of the following conditions:

(a) Such Receivable complies with all applicable
Governmental Requirements, including, without limitation to the extent
applicable, usury laws, the Federal Truth in Lending Act and
Regulation Z of the Board of Governors of the Federal Reserve System
and similar Canadian laws;

(b) Such Receivable, at the date of issuance of its
invoice, (i) was payable not more than 30 days after the original date
of issuance of the invoice therefor or (ii) was payable more than 30
days and not more than 90 days after the original date of issuance of
the invoice therefor and was payable by an account debtor and pursuant
to terms approved by the Agent in writing;

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<PAGE> 17

(d) Such Receivable was created in connection with (i)
the sale of Inventory by such Borrower or Parcelway Canada (as
applicable) in the ordinary course of business and such sale has been
fully consummated and such Inventory has been shipped and delivered
and received by the account debtor or, if such Inventory has not been
so shipped, delivered and received, such Inventory (A) is being stored
by such Borrower or Parcelway Canada (as applicable) pursuant to a
request from the account debtor and (B) has been ordered by the
account debtor pursuant to a valid purchase order, or (ii) the
performance of services by such Borrower or Parcelway Canada (as
applicable) in the ordinary course of business and such services have
been completed and accepted by the account debtors;

(e) Such Receivable represents a legal, valid and binding
payment obligation of the account debtor enforceable in accordance
with its terms and arising from an enforceable contract, the
performance of which contract, insofar as it relates to such
Receivable, has been completed by such Borrower or Parcelway Canada
(as applicable).
(f) Such Receivable does not arise from the sale of any
Inventory on a bill-and hold (except as permitted in clause (d)(i)
preceding), guaranteed sale, sale-or-return, sale on approval,
consignment or any other repurchase or return basis;

(g) Such Borrower or Parcelway Canada (as applicable) has
good and indefeasible title to such Receivable, the Agent holds a
perfected first priority Lien on such Receivable pursuant to the
Security Documents, and such Receivable is not subject to any Liens
except Liens in favor of the Agent pursuant to the Loan Documents;

(h) Such Receivable does not arise out of a contract
with, or an order from, an account debtor that, by its terms (other
than terms which are invalid under applicable law), prohibits or makes
void or unenforceable the grant of a security interest to the Agent in
and to such Receivable;

(i) The amount of such Receivable included in Eligible
Receivables is not subject to any setoff, counterclaim, defense,
dispute, recoupment or adjustment other than normal discounts for
prompt payment offered in the ordinary course of business, and such
Receivable has not been referred to an attorney, collection agency or
other third party for collection;

(j) The account debtor with respect to such Receivable is
not (i) in the judgment of the Agent in the exercise of its discretion
in good faith, unable to pay such Receivable due to such account
debtor's financial condition or performance and (ii) is not insolvent
or the subject of any bankruptcy or insolvency proceeding and has not
made an assignment for the benefit of creditors, suspended normal
business operations, dissolved, liquidated, terminated its existence,
ceased to pay its debts as they become due or suffered a receiver or
trustee to be appointed for any of its assets or affairs;

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<PAGE> 18

(k) Such Receivable is not evidenced by chattel paper or
instruments unless the Lien on such chattel paper or instrument is a
perfected first priority Lien on such chattel paper or instrument in
favor of the Agent pursuant to the Security Documents;

(l) The account debtor has not returned or refused to
retain, or otherwise notified such Borrower or Parcelway Canada (as
applicable) or any other Loan Party of any dispute concerning, or
claimed nonconformity of, any of the Inventory or services relating to
such Receivable;

(m) Such Receivable is not owed by an Affiliate of any
Borrower;

(n) Such Receivable is payable in Dollars, with respect
to Receivables of a Revolving Credit Loans Borrower, or Cdn. Dollars,
with respect to Receivables of Parcelway Canada, by the account
debtor;

(o) The account debtor with respect to such Receivable is
not domiciled in or organized under the laws of any country other than
Canada or the U.S.;

(p) Such Receivable is not owed by an account debtor as
to which more than ten percent of the aggregate balances then
outstanding on all Receivables owed by such account debtor thereon
and/or its Affiliates to such Borrower or Parcelway Canada (as
applicable) are more than 90 days past the original date of invoice;

(q) The account debtor with respect to such Receivable is
not the U.S. or any state thereof, Canada or any province thereof or
any department, agency or instrumentality of any of the foregoing,
unless, with respect to the Lien on such Receivable in favor of the
Agent, the Federal Assignment of Claims Act of 1940, as amended, or
the state equivalent thereof (with respect to the U.S. or any state
thereof or any department, agency or instrumentality thereof) or the
Financial Administration Act (Canada), as amended, or the Canadian
provincial equivalent thereof (with respect to Canada or any province
thereof or any department, agency or instrumentality thereof), as may
be applicable, shall have been complied with as the same relates to
such Receivable;

(r) The account debtor with respect to such Receivable is
not located in New Jersey, Minnesota, West Virginia or any other state
or province denying creditors access to its courts in the absence of a
notice of business activities report or other similar filing, unless
such Borrower or Parcelway Canada (as applicable) has either qualified
as a foreign corporation authorized to transact business in such state
or province or has filed a notice of business activities report or
similar appropriate filing with the applicable state agency for the
then-current year;

(s) Such Receivable is not owed by an account debtor as
to which the aggregate of all Receivables owing by such account debtor
or an Affiliate of such account debtor exceeds ten percent of the
aggregate of all Receivables at such date, provided that

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<PAGE> 19
an amount of Receivables owing by such account debtor that do not
exceed ten percent of the aggregate of all Receivables at such date
shall not be excluded pursuant to this clause (s); and

(t) Such Receivable is not otherwise deemed "ineligible"
for borrowing purposes by the Agent in the exercise of its discretion
in good faith.

The amount of the Eligible Receivables owed by an account debtor to a
Revolving Credit Loans Borrower or Parcelway Canada (as the case may be) shall
be net of, and shall be reduced by (if and to the extent not already so reduced
by virtue of the preceding clauses of this definition), the amount of all
contra accounts, reserves, credits, rebates and (subject to the proviso below)
other indebtedness, liabilities or obligations owed by such Borrower and its
Subsidiaries or Parcelway Canada and its Subsidiaries (as applicable) to such
account debtor; provided, however, that the existence of any such other
indebtedness, liabilities or obligations owed by such Borrower or its
Subsidiaries or Parcelway Canada and its Subsidiaries (as applicable) to such
account debtor shall not, in and of itself, reduce the amount of Eligible
Receivables owed by such account debtor by the amount of such other
indebtedness, liabilities or obligations (for purposes of this sentence or
clause (i) preceding of this definition) except to the extent that such other
indebtedness, liabilities or obligations are then due.

"Environmental Law" means any federal, state, provincial, local or
foreign law, statute, code or ordinance, principle of common law, rule or
regulation, as well as any Permit, order, decree, judgment or injunction
issued, promulgated, approved or entered thereunder, relating to pollution or
the protection, cleanup or restoration of the environment or natural resources,
or to the public health or safety, or otherwise governing the generation, use,
handling, collection, treatment, storage, transportation, recovery, recycling,
discharge or disposal of Hazardous Materials, including, without limitation as
to U.S. laws, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., the Superfund Amendment
and Reauthorization Act of 1986, 99-499, 100 Stat. 1613, the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., the
Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq., the Clean
Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C.
Section 1251 et seq., the Emergency Planning and Community Right to Know Act,
42 U.S.C. Section 11001 et seq., the Federal Insecticide, Fungicide and
Rodenticide Act, 7 U.S.C. Section 136 et seq., and the Toxic Substances
Control Act, 15 U.S.C. Section 2601 et seq., and any state or local
counterparts.

"Environmental Liabilities" means, as to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive
damages, consequential damages, treble damages, costs and expenses (including,
without limitation, all reasonable fees, disbursements and expenses of counsel,
expert and consulting fees and costs of investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any claim or
demand, by any Person, whether based in contract, tort, implied or express
warranty, strict liability or criminal, penal or civil statute, including,
without limitation, any Environmental Law, Permit, order or agreement with any
Governmental Authority or other Person, arising from

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<PAGE> 20
environmental, health or safety conditions or the Release or threatened Release
of a Hazardous Material into the environment.

"Equity Issuance" means any issuance by Dynamex or any other Borrower
of any Capital Stock of Dynamex or such Borrower, respectively.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereunder.

"ERISA Affiliate" means any corporation or trade or business which is
a member of a group of entities, organizations or employers of which a Loan
Party is also a member and which is treated as a single employer within the
meaning of Sections 414(b), (c), (m) or (o) of the Code.

"Eurodollar Loans" means Loans that bear interest at rates based upon
the Eurodollar Rate and the Adjusted Eurodollar Rate.

"Eurodollar Rate" means, for any Eurodollar Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) quoted by the Reference Lender at approximately 11:00 a.m.
London time (or as soon thereafter as practicable) two Business Days prior to
the first day of such Interest Period for the offering by the Reference Lender
to leading banks in the London interbank market of Dollar deposits in
immediately available funds having a term comparable to such Interest Period
and in an amount comparable to the principal amount of the Eurodollar Loan made
by the Reference Lender to which such Interest Period relates. If the
Reference Lender is not participating in any Eurodollar Loans during any
Interest Period therefor (whether as a result of Section 4.4 or for any other
reason), the Eurodollar Rate and the Adjusted Eurodollar Rate for such Loans
for such Interest Period shall be determined by reference to the amount of the
Loans which the Reference Lender would have made had it been participating in
such Loans.

"Event of Default" has the meaning specified in Section 11.1.

"Excess Cash Flow" means, for any period, without duplication, the
total of the following of Dynamex and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP: (a) Net Income,
plus (b) depreciation and amortization expense and other non-cash items to the
extent deducted in determining Net Income, minus (c) non-cash income to the
extent included in determining Net Income, minus (d) Capital Expenditures,
minus (e) current maturities of Funded Debt referred to in clauses (a) and (b)
of the definition thereof.

"Excess Cash Flow Prepayment Date" means the 30th day of each April,
commencing on April 30, 1997 and continuing on the 30th day of each April of
each subsequent year.

"Excess Insurance Proceeds" means any and all proceeds of any
Insurance Recovery which Dynamex or its Subsidiary (as applicable) (a) has
elected to not apply to the repair, construction or replacement of the Property
affected or to the purchase of other, similar Property

14
<PAGE> 21
for use in its business or (b) has not both (i) elected to apply to the repair,
construction or replacement of the Property affected or to the purchase of
other, similar Property for use in its business within 90 days of the event
giving rise to the Insurance Recovery and (ii) actually applied to such repair,
construction, replacement or purchase (A) within 180 days after the earliest to
occur of the receipt of such proceeds by Dynamex, any of its Subsidiaries or the
Agent, with respect to an Insurance Recovery relating to other than real
Property, or (B) commencing within 180 days after the earliest to occur of the
receipt of such proceeds by Dynamex, any of its Subsidiaries or the Agent and
continuing in a reasonably prompt and diligent fashion thereafter, with respect
to an Insurance Recovery relating to real Property.

"Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest one-sixteenth of one percent (1/16 of
1%)) equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (a) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (b) if
such rate is not so published on such next succeeding Business Day, the Federal
Funds Rate for any day shall be the average rate charged to the Reference
Lender on such day on such transactions as determined by the Agent.

"Fixed Charge Coverage Ratio" means, for any period, the ratio of (a)
the sum of the following (without duplication) for Dynamex and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP:
(i) Net Income, plus (ii) income and franchise taxes to the extent deducted in
determining Net Income, plus (iii) operating lease expenses, plus (iv) rent
expenses, plus (v) Interest Expense, to (b) the Fixed Charges of Dynamex and
its Subsidiaries for such period.

"Fixed Charges" means, for any period, the sum of the following for
Dynamex and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP: (a) Interest Expense, plus (b) operating lease
expenses, plus (c) rent expenses.

"Funded Debt" means, at any particular time, (a) all Debt of Dynamex
and its Subsidiaries which matures by its terms, or is renewable at the option
of Dynamex or any of its Subsidiaries, to a date more than one year after the
original creation of such Debt, (b) all other Debt which would be classified as
"funded indebtedness" or "long-term indebtedness" on a consolidated balance
sheet of Dynamex and its Subsidiaries as of such date in accordance with GAAP,
(c) all Debt of Dynamex and its Subsidiaries for borrowed money, and (d) all
Capital Lease Obligations of Dynamex and its Subsidiaries.

"Funding Date" means the date upon which (a) all conditions precedent
to the making of the initial Loans under Article 6 of this Agreement are
satisfied and (b) the initial Loans are funded by the Lenders, which date shall
be the date (if any) of consummation of Mayne Nickless Acquisition and which
date shall be on or before December 31, 1995.

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<PAGE> 22

"GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting Principles Board
of the American Institute of Certified Public Accountants and/or in statements
of the Financial Accounting Standards Board and/or their respective successors
and which are applicable in the circumstances as of the date in question.
Accounting principles are applied on a "consistent basis" when the accounting
principles applied in a current period are comparable in all material respects
to those accounting principles applied in a preceding period.

"Governmental Authority" means any nation or government, any state,
provincial or political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Governmental Requirement" means any law, statute, code, ordinance,
order, rule, regulation, judgment, decree, injunction, franchise, Permit,
certificate, license, authorization or other directive or requirement of any
federal, state, county, municipal, parish, provincial or other Governmental
Authority or any department, commission, board, court, agency or any other
instrumentality of any of them.

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any indebtedness, liability or obligation, direct or indirect,
contingent or otherwise, of such Person (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt or other obligation
(whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise) or (b) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other indebtedness, liability or obligation as to the payment thereof or to
protect the obligee against loss in respect thereof (in whole or in part),
provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning. The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee is made or, if not stated or
determinable, the maximum anticipated liability in respect thereof (assuming
such Person is required to perform thereunder).

"Guaranties" means the Guaranty Agreements in form and substance
satisfactory to the Agent executed by Dynamex and each of its Subsidiaries and
any other Loan Party (one executed by each such Loan Party), dated the Closing
Date or the Funding Date, in favor of the Agent for the benefit of the Agent
and the Lenders, and any Guaranty Agreement executed pursuant to Section 5.3
hereof, and any and all amendments, modifications, supplements, renewals,
extensions or restatements thereof.

"Hazardous Material" means any substance, product, liquid, waste,
pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid
matter, organic or inorganic matter, fuel, micro-organisms, ray, odor,
radiation, energy, vector, plasma, constituent or material which (a) is or
becomes listed, regulated or addressed under any Environmental Law or (b) is,
or is

16
<PAGE> 23
deemed to be, alone or in any combination, hazardous, hazardous waste,
toxic, a pollutant, a deleterious substance, a contaminant or a source of
pollution or contamination under any Environmental Law, including, without
limitation, asbestos, petroleum, underground storage tanks (whether empty or
containing any substance) and polychlorinated biphenyls.

"Insurance Recovery" means, with respect to any Property of Dynamex or
any of its Subsidiaries and any single occurrence or related occurrences with
respect thereto, the receipt or constructive receipt by Dynamex or any of such
Subsidiaries, or the payment by an insurance company to the Agent, of proceeds
of any such Property or casualty insurance in an amount or aggregate amount (as
applicable) in excess of $25,000.

"Intellectual Property" means any U.S., Canadian or foreign patents,
patent applications, trademarks, trade names, service marks, brand names, logos
and other trade designations (including unregistered names and marks),
trademark and service mark registrations and applications, copyrights and
copyright registrations and applications, inventions, invention disclosures,
protected formulae, formulations, processes, methods, trade secrets, computer
software, computer programs and source codes, manufacturing research and
similar technical information, engineering know-how, customer and supplier
information, assembly and test data drawings or royalty rights.

"Interest Expense" means, for any period, all interest on Debt of
Dynamex and its Subsidiaries (or other applicable Person) paid or accrued
during such period, including the interest portion of payments under Capital
Lease Obligations; provided, however, for purposes of determining compliance
with the financial covenants set forth in Section 10.2, Interest Expense (in
computing Fixed Charges) shall exclude interest payable in kind or in other
securities of the obligor other than cash or cash equivalents.

"Interest Period" means, with respect to any Eurodollar Loan, each
period commencing on the date such Loan is made or Converted from a Prime Rate
Loan or (if Continued) the last day of the next preceding Interest Period with
respect to such Loan, and ending on the numerically corresponding day in the
first, third or sixth calendar month thereafter, as the applicable Borrower or
Borrowers may select as provided in Section 2.9 hereof, except that each such
Interest Period which commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of
the appropriate subsequent calendar month. Notwithstanding the foregoing: (a)
each Interest Period which would otherwise end on a day which is not a Business
Day shall end on the next succeeding Business Day (or, if such succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day); (b) any Interest Period which would otherwise extend beyond an
applicable Maturity Date shall end on such Maturity Date; (c) no more than five
Interest Periods for Eurodollar Loans shall be in effect at the same time; (d)
no Interest Period shall have a duration of less than one month and, if the
Interest Period for any Eurodollar Loans would otherwise be a shorter period,
such Loans shall not be available hereunder; and (e) no Interest Period for a
Term Loan may commence before and end after any principal repayment date
unless, after giving effect thereto, the aggregate principal amount of the
Eurodollar Loans having Interest

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<PAGE> 24
Periods that end after such principal payment date shall be equal to or less
than the amount of the applicable Term Loans scheduled to be outstanding
hereunder after such principal payment date.

"Interest Rate Protection Agreements" means, with respect to any
Person, an interest rate swap, cap or collar agreement or similar arrangement
between such Person and one or more Lenders that are parties to this Agreement
providing for the transfer or mitigation of interest rate risks either
generally or under specified contingencies.

"Inventory" means all inventory now owned or hereafter acquired by
Dynamex or any of its Subsidiaries wherever located and whether or not in
transit, which is or may at any time be held for sale or lease, or furnished
under any contract (exclusive of leases of real Property) for service or held
as raw materials, work in process, or supplies or materials used or consumed in
the business of Dynamex or any of its Subsidiaries.

"Investments" means as specified in Section 9.5.

"Lender" and "Lenders" means as specified in the initial paragraph of
this Agreement.

"Lien" means any lien, mortgage, security interest, tax lien,
financing statement, pledge, charge, hypothecation or other encumbrance of any
kind or nature whatsoever (including, without limitation, any conditional sale
or title retention agreement), whether arising by contract, operation of law or
otherwise.

"Loan Documents" means this Agreement, the Notes, the Security
Documents, the Agent's Letter, any Interest Rate Protection Agreement or
Currency Hedge Agreement between Dynamex or any of its Subsidiaries and any
Lender and all other agreements, documents and instruments now or hereafter
executed and/or delivered pursuant to or in connection with any of the
foregoing, and any and all amendments, modifications, supplements, renewals,
extensions or restatements thereof.

"Loan Party" means Dynamex, Parcelway Canada, Parcelway BC, Dynamex
East, Dynamex West, Parcelway Courier, Parcelway International, Parcelway
Illinois, Parcelway III, each of the Subsidiaries of Dynamex and any other
Person who is or becomes a party to any agreement, document or instrument that
Guarantees or secures payment or performance of the Obligations or any part
thereof.

"Loans" means the Revolving Credit Loans and the Term Loans, and
"Loan" means any of the Revolving Credit Loans or the Term Loans.

"Material Adverse Effect" means any material adverse effect, or the
occurrence of any event or the existence of any condition that could reasonably
be expected to have a material adverse effect, on (a) the prospects, business
or financial condition or performance of Dynamex and its Subsidiaries, taken as
a whole, or of Dynamex, Dynamex East or Dynamex West on an individual basis,
(b) the prospects, business or financial condition or performance of Parcelway
Canada and its Subsidiaries, taken as a whole, or of Parcelway

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<PAGE> 25
Canada on an individual basis, (c) the ability of the applicable Borrower or
Borrowers to pay and perform the Obligations when due, or (d) the validity or
enforceability of (i) any of the Loan Documents, (ii) any Lien created or
purported to be created by any of the Loan Documents or the required priority of
any such Lien, or (iii) the rights and remedies of the Agent or the Lenders
under any of the Loan Documents.

"Material Contracts" means, as to any Person, any supply, purchase,
service, employment, tax, indemnity, shareholder or other agreement or contract
for which the aggregate amount or value of services performed or to be
performed for or by, or funds or other Property transferred or to be
transferred to or by, such Person or any of its Subsidiaries party to such
agreement or contract, or by which such Person or any of its Subsidiaries or
any of their respective Properties are otherwise bound, during any fiscal year
of the Borrower exceeds $100,000 or Cdn. $150,000, and any and all amendments,
modifications, supplements, renewals or restatements thereof.

"Maturity Date" means the Revolving Credit Loans Maturity Date, the
Term Loans A Maturity Date or the Term Loans B Maturity Date, as the case may
be.

"Maximum Rate" means, with respect to any Lender, the maximum
non-usurious interest rate, if any, that any time or from time to time may be
contracted for, taken, reserved, charged or received with respect to the
particular Obligations as to which such rate is to be determined, payable to
such Lender pursuant to this Agreement or any other Loan Document, under laws
applicable to such Lender which are presently in effect or, to the extent
allowed by law, under such applicable laws which may hereafter be in effect and
which allow a higher maximum non-usurious interest rate than applicable laws
now allow. The Maximum Rate shall be calculated in a manner that takes into
account any and all fees, payments and other charges in respect of the Loan
Documents that constitute interest under applicable law. Each change in any
interest rate provided for herein based upon the Maximum Rate resulting from a
change in the Maximum Rate shall take effect without notice to the applicable
Borrower or Borrowers at the time of such change in the Maximum Rate. For
purposes of determining the Maximum Rate under Texas law, the applicable rate
ceiling shall be the indicated rate ceiling described in, and computed in
accordance with, Article 5069-1.04, Vernon's Texas Civil Statutes; provided,
however, that, to the extent permitted by applicable law, the Agent shall have
the right to change the applicable rate ceiling from time to time in accordance
with applicable law.

"Mayne Nickless Acquisition" means the acquisition by Parcelway
Canada, Dynamex East and Dynamex West of certain Property of the Mayne Nickless
Sellers pursuant to the Mayne Nickless Acquisition Agreement.

"Mayne Nickless Acquisition Agreement" means that certain Asset
Purchase Agreement dated December 29, 1995, among Dynamex East, Dynamex West,
Parcelway Canada, Mayne Nickless Incorporated, Mayne Nickless Canada Inc. and
the Mayne Nickless Sellers in the form previously submitted to and approved by
the Agent, and any and all amendments, modifications, supplements, renewals,
extensions or restatements thereof.

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<PAGE> 26

"Mayne Nickless Sellers" means Mayne Nickless Courier Systems, Inc.,
Mayne Nickless Messenger Services, Inc., Mayne Nickless Transport Inc.
(including its IPX Courier and Loomis Rush Messenger divisions), the sellers
under the Mayne Nickless Acquisition Agreement.

"Mortgaged Properties" means, collectively, any real Properties or
interests therein which become or are required to become subject to Mortgages
pursuant to Section 5.4 hereof.

"Mortgages" means any (if any) deed of trusts, leasehold deeds of
trust, mortgages, leasehold mortgages, collateral assignments of leases and
other real estate security documents executed and delivered pursuant to this
Agreement by Dynamex or any of its Subsidiaries or any other Loan Party in
favor of the Agent for the benefit of the Agent and the Lenders with respect to
any Mortgaged Property, and any and all amendments, modifications, supplements,
renewals or restatements thereof.

"Multiemployer Plan" means a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by or are required
from any Loan Party or any ERISA Affiliate since 1974 and which is covered by
Title IV of ERISA.

"NationsBank" means NationsBank of Texas, N.A.

"Net Income" means, for any period, the net income (or loss) of
Dynamex and its Subsidiaries (or other applicable Person) for such period,
determined on a consolidated basis in accordance with GAAP.

"Net Proceeds" means, with respect to any Asset Disposition, (a) the
gross amount of cash received by Dynamex or any of its Subsidiaries from such
Asset Disposition, minus (b) the amount, if any, of all taxes paid or payable
by Dynamex or any of its Subsidiaries directly resulting from such Asset
Disposition (including the amount, if any, estimated by Dynamex in good faith
at the time of such Asset Disposition for taxes payable by Dynamex or any of
its Subsidiaries on or measured by net income or gain resulting from such Asset
Disposition), minus (c) the reasonable out-of-pocket costs and expenses incurred
by Dynamex or such Subsidiary in connection with such Asset Disposition
(including reasonable brokerage fees paid to a Person other than an Affiliate of
Dynamex) excluding any fees or expenses paid to an Affiliate of Dynamex, minus
(d) amounts applied to the repayment of indebtedness (other than the
Obligations) secured by any Permitted Lien (if any) on the Property subject to
the Asset Disposition. "Net Proceeds" with respect to any Asset Disposition
shall also include proceeds (after deducting any amounts specified in clauses
(b), (c) and (d) of the preceding sentence) of insurance with respect to any
actual or constructive loss of Property, an agreed or compromised loss of
Property or the taking of any Property under the power of eminent domain and
condemnation awards and awards in lieu of condemnation for the taking of
Property under the power of eminent domain, except such proceeds and awards as
are released to and used by Dynamex or any of its Subsidiaries in accordance
with Section 8.5. "Net Proceeds" means, with respect to any Equity Issuance, (a)
the gross amount of cash or other consideration received from such Equity
Issuance minus (b) the reasonable out-of-pocket costs and expenses incurred by
the issuer in connection with such Equity Issuance (including reasonable
underwriting fees

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<PAGE> 27
paid to a Person other than an Affiliate of Dynamex) excluding any fees or
expenses paid to an Affiliate of Dynamex other than Hoak Securities Corp.

"Notes" means the Revolving Credit Loans Notes, the Term Loans A Notes
and the Term Loans B Notes, and any and all amendments, modifications,
supplements, renewals, extensions or restatements thereof and all substitutions
therefor (including promissory notes issued by any Borrower pursuant to Section
13.8), and "Note" means any of such promissory note.

"Obligations" means any and all (a) indebtedness, liabilities and
obligations of the Loan Parties, or any of them, to the Agent and the Lenders,
or any of them, evidenced by and/or arising pursuant to any of the Loan
Documents (including, without limitation, the Guaranties), now existing or
hereafter arising, whether direct, indirect, related, unrelated, fixed,
contingent, liquidated, unliquidated, joint, several or joint and several,
including, without limitation, (i) the obligations of the Loan Parties to repay
the Loans, to pay interest on the Loans and to pay all fees, indemnities, costs
and expenses (including attorneys' fees) provided for in the Loan Documents and
(ii) the indebtedness constituting the Loans and such fees, indemnities, costs
and expenses, and (b) indebtedness, liabilities and obligations of Dynamex or
any of its Subsidiaries under any and all Interest Rate Protection Agreements
and Currency Hedge Agreements that it may enter into with any Lender as
required by Section 8.12 or otherwise with the prior written consent of the
Agent and the Required Lenders.

"Operating Lease" means, with respect to any Person, any lease, rental
or other agreement for the use by that Person of any Property which is not a
Capital Lease Obligation.

"Original Air Canada Subordinated Debt" means the Debt of Parcelway
Canada evidenced by that certain Promissory Note dated May 31, 1995, in the
original principal amount of Cdn. $6,450,000 made by Parcelway Canada payable
to Air Canada, which Debt is payable subject to the terms of the Parcelway
Canada Subordination Agreement.

"Outstanding Revolving Credit" means, at any particular time, the sum
of (a) the outstanding principal amount of the Revolving Credit Loans and (b)
all interest accrued and unpaid thereon.

"Parcelway Canada Subordination Agreement" means that certain
Subordination Agreement dated May 31, 1995, among The Gray Line of Victoria
Ltd., Parcelway Canada, Bank of Montreal and Air Canada relating to the
subordination of certain debt of Parcelway Canada.

"Payor" means as specified in Section 3.4.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to all or any of its functions under ERISA.

"PBGF" means the Ontario Pension Benefits Guarantee Fund.

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<PAGE> 28

"Pension Plan" means an employee pension benefit plan as defined in
Section 3(2) of ERISA (including a Multiemployer Plan) which is subject to the
funding requirements under Section 302 of ERISA or Section 412 of the Code, in
whole or in part, and which is maintained or contributed to currently or at any
time within the six years immediately preceding the Closing Date or, in the
case of a Multiemployer Plan, at any time since September 2, 1974, by any
Borrower or any ERISA Affiliate for employees of any Borrower or any ERISA
Affiliate.

"Peril" means as specified in Section 8.5(a).

"Permit" means any permit, certificate, approval, order, license or
other authorization.

"Permitted Holders" means (a) the officers and directors of Dynamex
and its Subsidiaries as of the Closing Date, (b) Cypress, the officers,
directors, employees and shareholders of the general partner of Cypress as of
the Closing Date and the limited partners of Cypress as of the Closing Date
(and their permitted assigns under Cypress' partnership agreement), (c) all
other individuals who own Dynamex Common Stock on the Closing Date, and (d) any
spouse, parent, sibling, child or grandchild of any of the aforesaid
individuals (in each case, whether such relationship arises from birth,
adoption or through marriage) or any trust established for the benefit of any
such individuals or any spouse, parent, sibling, child or grandchild of any
such individuals (in each case whether such relationship arises from birth,
adoption or through marriage).

"Permitted Liens" means:

(a) Liens disclosed on Schedule 1.1(a) hereto;

(b) Liens securing the Obligations in favor of the Agent
(for the benefit of the Agent and the Lenders) pursuant to the Loan
Documents;

(c) Encumbrances consisting of easements, rights-of-way,
zoning restrictions or other restrictions on the use of real Property
or, as to the real Property referred to in clause (ii) below only,
imperfections to title that (i) as to any Mortgaged Property, do not
(individually or in the aggregate) materially affect the value of the
Property encumbered thereby or materially impair the ability of
Dynamex or any of its Subsidiaries to use such Property in its
businesses, and none of which is violated in any material respect by
existing or proposed structures or land use, and (ii) as to any real
Property other than Mortgaged Property, were entered into in the
ordinary course of business and could not have a Material Adverse
Effect;

(d) Liens for taxes, assessments or other governmental
charges that are not delinquent or which are being contested in good
faith and for which adequate reserves have been established;

(e) Liens of mechanics, materialmen, warehousemen,
carriers, landlords or other similar statutory Liens securing
obligations that are not yet due and are incurred

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<PAGE> 29
in the ordinary course of business or which are being contested in
good faith and for which adequate reserves have been established;

(f) Liens resulting from good faith deposits to secure
payment of workmen's compensation or other social security programs or
to secure the performance of tenders, statutory obligations, surety
and appeal bonds, bids, contracts (other than for payment of Debt) or
leases, all in the ordinary course of business;

(g) Purchase-money Liens on any Property hereafter
acquired or the assumption after the Closing Date of any Lien on
Property existing at the time of such acquisition (and not created in
contemplation of such acquisition), or a Lien incurred after the
Closing Date in connection with any conditional sale or other title
retention agreement or Capital Lease Obligation; provided that:

(i) any Property subject to the foregoing is
acquired by Dynamex or any of its Subsidiaries in the ordinary
course of its respective business and the Lien on the Property
attaches concurrently or within 90 days after the acquisition
thereof;

(ii) the Debt secured by any Lien so created,
assumed or existing shall not exceed the lesser of the cost or
fair market value at the time of acquisition of the Property
covered thereby;

(iii) each such Lien shall attach only to the
Property so acquired and the proceeds thereof; and

(iv) the Debt secured by all such Liens shall not
exceed $250,000 at any time outstanding in the aggregate; and

(h) Any extension, renewal or replacement of any of the
foregoing, provided that Liens permitted hereunder shall not be
extended or spread to cover any additional indebtedness or Property;

provided, however, that (A) none of the Permitted Liens (except those in favor
of the Agent) may attach or relate to the Capital Stock of or any other
ownership interest in Dynamex or any of its Subsidiaries and (B) none of the
Permitted Liens referred to in clause (a) preceding may have a priority equal
or prior to the Liens in favor of the Agent as security for the Obligations.

"Person" means any individual, corporation, trust, association,
company, partnership, joint venture, limited liability company, Governmental
Authority or other entity.

"Plan" means any employee benefit plan as defined in Section 3(3) of
ERISA established or maintained or contributed to by any Loan Party or any
ERISA Affiliate, including any Pension Plan.

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<PAGE> 30

"Prime Rate" means, at any time, the rate of interest per annum then
most recently established by NationsBank as its highest commercial prime rate
then in effect, which rate may not be the lowest rate of interest charged by
NationsBank to its commercial borrowers. Each change in any interest rate
provided for herein based upon the Prime Rate resulting from a change in the
Prime Rate shall take effect without notice to the applicable Borrower or
Borrowers at the time of such change in the Prime Rate.

"Prime Rate Loans" means Loans that bear interest at rates based upon
the Prime Rate.

"Principal Office" means the principal office of the Agent in Dallas,
Texas, presently located at 901 Main Street, 7th Floor, Dallas, Texas 75202.

"Prior Acquisitions" means the following prior acquisitions by Dynamex
or a Subsidiary of Dynamex: (a) the acquisition by Parcelway Canada of assets
of Rainbow Couriers Ltd. and Demand Dispatch Services Ltd. from Gray Line of
Victoria Ltd. during May 1994, (b) the acquisition by Parcelway Courier of
assets of Big Apple Courier Service of Tuscon, Arizona during January 1993, (c)
the acquisition by Parcelway Courier of assets of RAD Delivery and Messenger
Service of Phoenix Arizona during April 1993, (d) the acquisition by Parcelway
Courier of assets of DLC Consulting Group of Phoenix, Arizona during June 1993,
(e) the acquisition by Parcelway International of the assets of Quick Delivery
Corp. of Phoenix, Arizona during January 1994, (f) the acquisition by Parcelway
Illinois of the assets of Minutemen Messenger Service Incorporated during
February 1994, and (g) the acquisition by Parcelway III of the assets of
Advanced Messenger Service Inc. during April 1994.

"Prior Acquisition Documents" means all agreements, documents or
instruments evidencing or governing any Prior Acquisition.

"Pro Formas" means the unaudited consolidated balance sheets of
Dynamex and its consolidated Subsidiaries dated as of the Funding Date after
giving effect to the Related Transactions, including, without limitation, the
Mayne Nickless Acquisition and the issuance of the Air Canada Subordinated Debt
and the Shareholders Subordinated Debt, which Pro Formas are attached hereto as
Schedule 1.1(b).

"Prohibited Transaction" means any transaction set forth in Section
406 of ERISA or Section 4975 of the Code.

"Projections" means Dynamex's forecasted consolidated (a) balance
sheets, (b) income statements, and (c) cash flow statements, together with
appropriate supporting details and a statement of underlying assumptions,
prepared on or about the Funding Date (i) after giving effect to the Related
Transactions, including, without limitation, the Mayne Nickless Acquisition and
the issuance of the Air Canada Subordinated Debt and the Shareholders
Subordinated Debt, which Projections are attached hereto as Schedule 1.1(c).

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<PAGE> 31
"Property" means property of all kinds, real, personal or mixed,
tangible or intangible (including, without limitation, all rights relating
thereto), whether owned or acquired on or after the Closing Date.

"Public Offering" means a public offering of Dynamex Common Stock or
any other Capital Stock of Dynamex.

"Quarterly Date" means the last day of each March, June, September and
December of each year, the first of which shall be March 31, 1996.

"Receivables" means, as at any date of determination thereof, each and
every "account" as such term is defined in the UCC and includes, without
limitation, the unpaid portion of the obligation, as stated on the respective
invoice, or, if there is no invoice, other writing, of a customer of Dynamex or
any of its Subsidiaries in respect of Inventory sold and shipped or services
rendered by Dynamex or any of its Subsidiaries.

"Reference Lender" means NationsBank.

"Register" means as specified in Section 13.8(d).

"Registration Rights Agreements" means (a) that certain Registration
Rights Agreement dated as of November 16, 1993, among Dynamex, Cypress,
McFarland, Grossman & Company, Inc. and George M. Siegel, as amended by
Amendment No. 1 to Registration Rights Agreement dated as of May 31, 1995, (b)
that certain Registration Rights Agreement dated as of May 31, 1995, among
Dynamex, Preferred Risk Life Insurance Co., Preferred Risk Mutual Insurance Co.
and Richard K. McClelland, and (c) that certain Tag Along Rights Agreement
dated as of May 31, 1995, among Dynamex, Preferred Risk Life Insurance Company,
Preferred Risk Mutual Insurance Co. and Cypress, and any and all amendments,
modifications, supplements, renewals, extensions or restatements any of the
foregoing.

"Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.

"Regulatory Change" means, with respect to any Lender, any change
after the Closing Date in any U.S. federal or state, Canadian federal or
provincial or foreign laws or regulations (including Regulation D) or the
adoption or making after such date of any interpretations, directives or
requests applying to a class of lenders including such Lender of or under any
U.S. federal or state, Canadian federal or provincial or foreign laws or
regulations (whether or not having the force of law) by any Governmental
Authority charged with the interpretation or administration thereof.

"Related Transactions" means, collectively, (a) the Acquisitions, (b)
the execution and delivery of the Related Transactions Documents, (c) the
issuance and funding of the Air Canada Subordinated Debt and the Shareholders
Subordinated Debt, (d) the issuances and fundings of the equity investments in
the Capital Stock of Dynamex or any of its Subsidiaries and the

25
<PAGE> 32
contributions by Dynamex or any of its Subsidiaries of such equity investments
or the proceeds thereof to any Subsidiary of Dynamex, (e) the incorporation,
establishment and organization of the Subsidiaries of Dynamex, and (f) the
payment of all fees, costs and expenses associated with the foregoing.

"Related Transactions Documents" means the Acquisition Documents, the
Subordinated Debt Documents, the Dynamex Equity Documents and all other
agreements, documents and instruments executed and/or delivered pursuant to or
in connection with any of the foregoing.

"Release" means, as to any Person, any release, spill, emission,
leaking, pumping, injection, deposit, discharge, disposal, disbursement,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment or into or out of Property owned by such Person, including, without
limitation, the movement of Hazardous Materials through or in the air, soil,
surface water or ground water.

"Remedial Action" means all actions required to (a) cleanup, remove,
respond to, treat or otherwise address Hazardous Materials in the indoor or
outdoor environment, (b) prevent the Release or threat of Release or minimize
the further Release of Hazardous Materials so that they do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment, (c) perform studies and investigations on the extent and
nature of any actual or suspected contamination, the remedy or remedies to be
used or health effects or risks of such contamination, or (d) perform
post-remedial monitoring, care or remedy of a contaminated site.

"Reportable Event" means any of the events set forth in Section 4043
of ERISA.

"Required Lenders" means, at any date of determination, Lenders having
in the aggregate at least 66 2/3% (in Dollar amount as to any one or more of
the following) of the sum of the aggregate outstanding Revolving Credit Loans
Commitments (or, if such Commitments have terminated or expired, the aggregate
outstanding principal amount of the Revolving Credit Loans) plus the aggregate
outstanding principal amount of the Term Loans.

"Required Payment" means as specified in Section 3.4.

"Reserve Requirement" means, for any Eurodollar Loan of any Lender for
any Interest Period therefor, the maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under any regulations of the Board of Governors of
the Federal Reserve System (or any successor) by such Lender for deposits
exceeding $1,000,000 against "Eurocurrency Liabilities" as such term is used in
Regulation D. Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by such
Lenders by reason of any Regulatory Change against (a) any category of
liabilities which includes deposits by reference to which the Eurodollar Rate
or the Adjusted Eurodollar Rate is to be determined or (b) any category of
extensions of credit or other assets which include Eurodollar Loans.

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<PAGE> 33

"Responsible Officer" means, as to any Loan Party, the chief financial
officer, chief operating officer or chief executive officer of such Person.

"Restricted Payment" means (a) any dividend or other distribution
(whether in cash, Property or obligations), direct or indirect, on account of
(or the setting apart of money for a sinking or other analogous fund for) any
shares of any class of Capital Stock of Dynamex or any of its Subsidiaries now
or hereafter outstanding, except a dividend payable solely in shares of that
class of stock to the holders of that class; (b) any redemption, conversion,
exchange, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of
Capital Stock of Dynamex or any of its Subsidiaries now or hereafter
outstanding; (c) any payment or prepayment of principal of, premium, if any, or
interest on, or any redemption, conversion, exchange, purchase, retirement or
defeasance of, or payment with respect to, any Subordinated Debt; (d) any loan,
advance or payment (pursuant to a tax sharing agreement or otherwise) to
Dynamex or to any officer, director or shareholder of Dynamex or any of its
Subsidiaries, exclusive of reasonable compensation paid to officers or
directors paid in the ordinary course of business and exclusive of consulting
fees paid to George M. Siegel; and (e) any payment made to retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of Capital Stock of Dynamex or any of its Subsidiaries now
or hereafter outstanding.

"Revolving Credit Loans" means as specified in Section 2.1(a).

"Revolving Credit Loans Borrowers" means Dynamex, Dynamex East,
Dynamex West, Parcelway Courier, Parcelway International, Parcelway Illinois
and Parcelway III.

"Revolving Credit Loans Commitment" means, as to any Lender, the
obligation of such Lender to make or continue Revolving Credit Loans hereunder
in an aggregate principal amount at any one time outstanding up to but not
exceeding the amount set forth opposite the name of such Lender on the
signature pages hereto under the heading "Revolving Credit Loans Commitment"
or, if such Lender is a party to an Assignment and Acceptance, the amount of
the "Revolving Credit Loans Commitment" set forth in the most recent Assignment
and Acceptance of such Lender, as the same may be reduced or terminated
pursuant to Section 2.13 or 11.2, and "Revolving Credit Loans Commitments"
means such obligations of all Lenders. As of the Closing Date, the aggregate
principal amount of the Revolving Credit Loans Commitments is $2,500,000.

"Revolving Credit Loans Notes" means the promissory notes jointly and
severally made by the Revolving Credit Loans Borrowers evidencing the Revolving
Credit Loans, in the form of Exhibit C hereto.

"Revolving Credit Loans Maturity Date" means May 30, 1997.

"Security Agreements" means security agreements, pledge agreements,
securities pledge agreements, debenture pledge agreements, hypothecs, bank act
security documents, and other agreements, documents or instruments evidencing
or creating a Lien as security for the

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<PAGE> 34
Obligations or any portion thereof in form and substance satisfactory to the
Agent executed by Dynamex and each of its Subsidiaries and any other Loan Party
(one executed by each such Loan Party), dated the Closing Date or the Funding
Date, in favor of the Agent for the benefit of the Agent and the Lenders, and
any such agreement, document or instrument executed pursuant to Section 5.3
hereof, and any and all amendments, modifications, supplements, renewals,
extensions or restatements thereof.

"Security Documents" means the Guaranties, the Security Agreements and
the Mortgages, as they may be amended, modified, supplemented, renewed,
extended or restated from time to time, and any and all other agreements, deeds
of trust, mortgages, chattel mortgages, security agreements, pledges,
guaranties, assignments of proceeds, assignments of income, assignments of
contract rights, assignments of partnership interests, assignments of royalty
interests, assignments of performance or other collateral assignments,
completion or surety bonds, standby agreements, subordination agreements,
undertakings and other agreements, documents, instruments and financing
statements now or hereafter executed and/or delivered by any Loan Party in
connection with or as security or assurance for the payment or performance of
the Obligations or any part thereof.

"Senior Funded Debt" means, at any particular time, Funded Debt
exclusive of the Air Canada Subordinated Debt, the Shareholders Subordinated
Debt and any other Subordinated Debt approved by the Agent in accordance with
Section 9.1(d).

"Shareholders Subordinated Debt" means the Debt evidenced or governed
by the Shareholders Subordinated Debt Agreement or the Shareholders
Subordinated Notes.

"Shareholders Subordinated Debt Agreement" means that certain
Securities Purchase Agreement dated as of December ___, 1995, by and among
Dynamex, Cypress and James M. Hoak.

"Shareholders Subordinated Notes" means (a) that certain Junior
Subordinated Debenture dated December ___, 1995, in the original principal
amount of $3,500,000 made by Dynamex payable to James M. Hoak and (b) that
certain Junior Subordinated Debenture dated December ___, 1995, in the original
principal amount of $1,000,000 made by Dynamex payable to Cypress, and any and
all amendments, modifications, supplements, renewals, extensions, restatements
or replacements of any of the foregoing.

"Siegel Consulting Agreement" means that certain Consulting Agreement
dated as of July 19, 1995, between Dynamex (then known as Parcelway Systems
Holding Corp.) and George M. Siegel.

"Solvent" means, with respect to any Person as of the date of any
determination, that on such date (a) the fair value of the Property of such
Person (both at fair valuation and at present fair saleable value) is greater
than the total liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair saleable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its

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<PAGE> 35
debts as they become absolute and matured, (c) such Person is able to realize
upon its assets and pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the normal course of business, (d) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature, and (e) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
Property would constitute unreasonably small capital after giving due
consideration to current and anticipated future capital requirements and
current and anticipated future business conduct and the prevailing practice in
the industry in which such Person is engaged. In computing the amount of
contingent liabilities at any time, such liabilities shall be computed at the
amount which, in light of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

"Subordinated Debt" means (a) the Air Canada Subordinated Debt, (b)
the Shareholders Subordinated Debt, and (c) any and all other current or future
Debt of Dynamex or any of its Subsidiaries which is subordinated to all or any
portion of the Obligations.

"Subordinated Debt Documents" means (a) the Air Canada Subordinated
Note, (b) the Shareholders Subordinated Debt Agreement, (c) the Shareholders
Subordinated Notes, and (d) any and all other agreements, documents and
instruments now or hereafter evidencing or governing any Subordinated Debt.

"Subordinated Notes" means (a) the Air Canada Subordinated Note, (b)
the Shareholders Subordinated Notes, and (c) any and all amendments,
modifications, supplements, renewals, extensions or restatements of such notes.

"Subsidiary" means, with respect to any Person, any corporation or
other entity of which at least a majority of the outstanding shares of stock or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors (or Persons performing similar
functions) of such corporation or entity (irrespective of whether or not at the
time, in the case of a corporation, stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries.

"Term Loans" means the Term Loans A and the Term Loans B.

"Term Loans A" means as specified in Section 2.1(b).

"Term Loans A Borrowers" means Dynamex, Dynamex East and Dynamex West.

"Term Loans A Commitment" means, as to any Lender, the obligation of
such Lender to make or continue Term Loans A hereunder in an aggregate
principal amount up to but not exceeding the amount set forth opposite the name
of such Lender on the signature pages hereto under the heading "Term Loans A
Commitment", as the same may be terminated pursuant to

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<PAGE> 36
Section 11.2, and "Term Loans A Commitments" means such obligations of all
Lenders. As of the Closing Date, the aggregate principal amount of the Term
Loans A Commitments is $8,000,000.

"Term Loans A Lender" means, as of any date of determination, a Lender
which has a Term Loans A Commitment.

"Term Loans A Maturity Date" means December 31, 2000.

"Term Loans A Notes" means the promissory notes jointly and severally
made by the Term Loans A Borrowers evidencing the Term Loans A, in the form of
Exhibit D hereto.

"Term Loans B" means as specified in Section 2.1(c).

"Term Loans B Commitment" means, as to any Lender, the obligations of
such Lender to make or continue Term Loans B hereunder in an aggregate
principal amount up to but not exceeding the amount set forth opposite the name
of such Lender on the signature pages hereto under the heading "Term Loans B
Commitment", as the same may be terminated pursuant to Section 11.2, and "Term
Loans B Commitments" means such obligations of all Lenders. As of the Closing
Date, the aggregate principal amount of the Term Loans B Commitments is
$6,000,000.

"Term Loans B Maturity Date" means March 31, 2001.

"Term Loans B Notes" means the promissory notes made by Parcelway
Canada evidencing the Term Loans B, in the form of Exhibit E hereto.

"Type" means any type of Loan (i.e., a Prime Rate Loan or Eurodollar
Loan).

"UCC" means the Uniform Commercial Code as in effect in the State of
Texas and/or any other jurisdiction, the laws of which may be applicable to or
in connection with the creation, perfection or priority of any Lien on any
Property created pursuant to any Security Document.

"Unified Cash Management System" means as specified in Section 8.14.

"U.S." means the United States of America.

"U.S. Excess Cash Flow" means Excess Cash Flow attributable to Dynamex
and its Subsidiaries other than Parcelway Canada and its Subsidiaries.

"U.S. Person" means a citizen or resident of the U.S., a corporation,
partnership or other entity created or organized in or under any laws of the
U.S. or any estate or trust that is subject to U.S. Federal income taxation
regardless of the source of its income.

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<PAGE> 37

"U.S. Taxes" means any present or future tax, assessment or other
charge or levy imposed by or on behalf of the U.S. or any taxing authority
thereof.

"Warrants" means (a) that certain Warrant dated December __, 1995,
made by Dynamex to James M. Hoak and issued pursuant to the Shareholders
Subordinated Debt Agreement, (b) that certain Warrant dated December __, 1995,
made by Dynamex to Cypress and issued pursuant to the Shareholders Subordinated
Debt Agreement, and any and all amendments, modifications, supplements,
renewals, extensions, restatements or replacements of any of the foregoing.

"Wholly-Owned Subsidiary" means, with respect to any Person, a
Subsidiary of such Person all of whose outstanding Capital Stock (other than
directors' qualifying shares, if any) shall at the time be owned by such Person
and/or one or more of its Wholly-Owned Subsidiaries.

Section 1.2 Other Definitional Provisions. All definitions
contained in this Agreement are equally applicable to the singular and plural
forms of the terms defined. The words "hereof", "herein" and "hereunder" and
words of similar import referring to this Agreement refer to this Agreement as
a whole and not to any particular provision of this Agreement. Unless
otherwise specified, all Article and Section references pertain to this
Agreement. Terms used herein that are defined in the UCC, unless otherwise
defined herein, shall have the meanings specified in the UCC.

Section 1.3 Accounting Terms and Determinations.

(a) All accounting terms not specifically defined herein shall be
construed in accordance with GAAP (subject to year end adjustments, if
applicable) consistent with such accounting principles applied in the
preparation of the audited financial statements referred to in Section 7.2(a).
All financial information delivered to the Agent pursuant to Section 8.1
shall be prepared in accordance with GAAP (subject to year end adjustments, if
applicable) applied on a basis consistent with such accounting principles
applied in the preparation of the audited financial statements referred to in
Section 7.2(a) or in accordance with Section 8.7.

(b) Dynamex shall deliver to the Agent and the Lenders, at the
same time as the delivery of any annual, quarterly or monthly financial
statement under Section 8.1, (i) a description, in reasonable detail, of any
material variation between the application of GAAP employed in the preparation
of the next preceding annual, quarterly or monthly financial statements as to
which no objection has been made in accordance with the last sentence of
subsection (a) preceding and (ii) reasonable estimates of the difference
between such statements arising as a consequence thereof.

(c) To enable the ready and consistent determination of compliance
with the covenants set forth in this Agreement (including Article 10 hereof),
neither Dynamex nor any of its Subsidiaries will change the last day of its
fiscal year from July 31 or, if changed in contemplation of a Public Offering,
December 31, or the last days of the first three fiscal

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quarters of Dynamex and its Subsidiaries in each of its fiscal years from that
existing on the Closing Date or to reflect a change to a fiscal year ending
December 31.

(d) Unless other expressly provided herein to the contrary, all
references herein to the Funding Date shall be deemed to mean and refer to the
Funding Date after giving effect to the Mayne Nickless Acquisition and the
Related Transactions which are to occur on such date.

Section 1.4 Financial Covenants and Reporting. The financial
covenants contained in Article 10 shall be calculated on a consolidated basis
for Dynamex and its Subsidiaries (including, without limitation, Parcelway
Canada and its Subsidiaries) in accordance with GAAP.

ARTICLE 2

Loans

Section 2.1 Commitments.

(a) Revolving Credit Loans. Subject to the terms and conditions of
this Agreement (including, without limitation, Section 2.13(a)), each Lender
severally agrees to make one or more revolving credit loans to the Revolving
Credit Loans Borrowers from time to time from and including the Funding Date to
but excluding the Revolving Credit Loans Maturity Date up to but not exceeding
the amount of such Lender's Revolving Credit Loans Commitment as then in
effect; provided, however, that the Outstanding Revolving Credit shall not at
any time exceed the Borrowing Base. (Such revolving credit loans referred to in
this Section 2.1(a) now or hereafter made by the Lenders to the Revolving
Credit Loans Borrowers from and including and after the Funding Date are
hereinafter collectively called the "Revolving Credit Loans".) Subject to the
foregoing limitations and the other terms and conditions of this Agreement, the
Revolving Credit Loans Borrowers may borrow, repay and reborrow the Revolving
Credit Loans hereunder.

(b) Term Loans A. Subject to the terms and conditions of this
Agreement (including, without limitation, Section 2.13(a)), each Lender
severally agrees to make a term loan to the Term Loans A Borrowers in a single
disbursement on the Funding Date in an amount not to exceed its Term Loans A
Commitment. (Such term loans referred to in this Section 2.1(b) made by the
Lenders to the Term Loans A Borrowers on the Funding Date are hereinafter
collectively called the "Term Loans A".) The Term Loans A Commitments shall
terminate upon the making of the Term Loans A.

(c) Term Loans B. Subject to the terms and conditions of this
Agreement (including, without limitation, Section 2.13(a)), each Lender
severally agrees to make a term loan to Parcelway Canada in a single
disbursement on the Funding Date in an amount not to exceed its Term Loans B
Commitment. (Such term loans referred to in this Section 2.1(c) made by the
Lenders to Parcelway Canada on the Funding Date are hereinafter collectively
called the "Term Loans B".) The Term Loans B Commitments shall terminate upon
the making of the Term Loans B.

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(d) Continuation and Conversion of Loans. Subject to the terms
and conditions of this Agreement, the applicable Borrower or Borrowers may
borrow the Loans as Prime Rate Loans or Eurodollar Loans and, until the
applicable Maturity Date, the applicable Borrower or Borrowers may Continue
Eurodollar Loans or Convert Loans of one Type into Loans of the other Type.

(e) Lending Offices. Loans of each Type made by each Lender shall
be made and maintained at such Lender's Applicable Lending Office for Loans of
such Type.

Section 2.2 Notes. The Revolving Credit Loans made by each
Lender shall be evidenced by a single promissory note of the Revolving Credit
Loans Borrowers (jointly and severally made by each of such Borrowers) in
substantially the form of Exhibit C hereto, dated the Funding Date, payable to
the order of such Lender in a principal amount equal to its Revolving Credit
Loans Commitment as originally in effect and otherwise duly completed. The
Term Loans A made by each Lender shall be evidenced by a single promissory note
of the Term Loans A Borrowers (jointly and severally made by each of such
Borrowers) in substantially the form of Exhibit D hereto, dated the Funding
Date, payable to the order of such Lender in a principal amount equal to its
Term Loans A Commitment as originally in effect and otherwise duly completed.
The Term Loans B made by each Lender shall be evidenced by a single promissory
note of Parcelway Canada in substantially the form of Exhibit E hereto, dated
the Funding Date, payable to the order of such Lender in a principal amount
equal to its Term Loans B Commitment as originally in effect and otherwise duly
completed. Each Lender is hereby authorized by the applicable Borrower or
Borrowers to endorse on the schedule (or a continuation thereof) attached to
each Note of such Lender, to the extent applicable, the date, amount and Type
of and the Interest Period for each Loan made by such Lender to the applicable
Borrower or Borrowers and the amount of each payment or prepayment of principal
of such Loan received by such Lender, provided that any failure by such Lender
to make any such endorsement shall not affect the obligations of the applicable
Borrower or Borrowers under such Note or this Agreement in respect of such
Loan.

Section 2.3 Repayment of Loans.

(a) Each of the Revolving Credit Loans Borrowers shall jointly and
severally pay to the Agent for the account of each applicable Lender the
outstanding principal of the Revolving Credit Loans (and the outstanding
principal of the Revolving Credit Loans shall be due and payable) on the
Revolving Credit Loans Maturity Date.

(b) Each of the Term Loans A Borrowers shall jointly and severally
pay to the Agent for the account of each applicable Lender the outstanding
principal of the Term Loans A (and the outstanding principal of the Term Loans
A shall be due and payable) in 20 installments, commencing on March 31, 1996
and continuing on each Quarterly Date thereafter through and including December
31, 2000, in the amount of $400,000 each. In addition, each of the Term Loans
A Borrowers shall jointly and severally pay to the Agent for the account of
each applicable Lender all outstanding principal of the Term Loans A (and all
outstanding principal of the Term Loans A shall be due and payable) on the Term
Loans A Maturity Date.

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(c) Parcelway Canada shall pay to the Agent for the account of
each applicable Lender the outstanding principal of the Term Loans B (and the
outstanding principal of the Term Loans B shall be due and payable) (i) in 20
installments, commencing on March 31, 1996 and continuing on each Quarterly
Date thereafter through and including December 31, 2000, in the amount of
$75,000 each, and (ii) in one installment due on March 31, 2001, in the amount
of $4,500,000. In addition, Parcelway Canada shall pay to the Agent for the
account of each applicable Lender all outstanding principal of the Term Loans B
(and all outstanding principal of the Term Loans B shall be due and payable) on
the Term Loans B Maturity Date.

Section 2.4 Interest.

(a) Interest Rate. The applicable Borrower or Borrowers shall pay
to the Agent for the account of each Lender interest on the unpaid principal
amount of each Loan made by such Lender to such Borrower or Borrowers for the
period commencing on the date of such Loan to but excluding the date such Loan
shall be paid in full, at the following rates per annum:

(i) during the periods such Loan is a Prime Rate Loan,
the lesser of (A) the Prime Rate plus the Applicable Margin or (B) the
Maximum Rate; and

(ii) during the periods such Loan is a Eurodollar Loan,
the lesser of (A) the Eurodollar Rate plus the Applicable Margin or
(B) the Maximum Rate.

(b) Payment Dates. Accrued interest on the Loans shall be due and
payable as follows:

(i) in the case of Prime Rate Loans, on each Quarterly
Date;

(ii) in the case of each Eurodollar Loan, on the last day
of the Interest Period with respect thereto and, in the case of an
Interest Period greater than three months, at three-month intervals
after the first day of such Interest Period;

(iii) upon the payment or prepayment of any Loan or the
Conversion of any Loan to a Loan of the other Type (but only on the
principal amount so paid, prepaid or Converted); and

(iv) on the Maturity Date for such Loan.

(c) Default Interest. Notwithstanding the foregoing, the
applicable Borrower or Borrowers shall pay to the Agent for the account of each
Lender interest at the applicable Default Rate on any principal of any Loan
made by such Lender to such Borrower or Borrowers and (to the fullest extent
permitted by law) any other amount payable by the applicable Borrower or
Borrowers under this Agreement or any other Loan Document to or for the account
of such Lender, which is not paid in full when due (whether at stated maturity,
by acceleration or otherwise), for the period from and including the due date
thereof to but excluding the date the same is paid in full. Interest payable
at the Default Rate shall be payable from time to time on

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<PAGE> 41
demand by the Agent. Notwithstanding the foregoing, however, Parcelway Canada
shall not be obligated to pay any interest with respect to the Loans or other
Obligations in excess of the rate specified herein applicable prior to a
Default if and to the extent that such interest at the Default Rate is
prohibited by applicable law.

Section 2.5 Borrowing Procedure. Dynamex, with respect to the
Revolving Credit Loans and the Term Loans A for and on behalf of the Revolving
Credit Loans Borrowers and the Term Loans A Borrowers, respectively, and
Parcelway Canada, with respect to the Term Loans B, shall give the Agent notice
of each borrowing hereunder in accordance with Section 2.9. Not later than
11:00 a.m. (Dallas, Texas time) on the date specified for each borrowing
hereunder, each Lender will make available the amount of the Loan to be made by
it on such date to the Agent, at the Principal Office, in immediately available
funds, for the account of the applicable Borrower or Borrowers. The amount so
received by the Agent shall, subject to the terms and conditions of this
Agreement, be made available to the applicable Borrower or Borrowers by wire
transfer of immediately available funds to the applicable Deposit Account no
later than 1:00 p.m.

Section 2.6 Optional Prepayments, Conversions and Continuations
of Loans. Subject to Section 2.7, the applicable Borrower or Borrowers shall
have the right from time to time to prepay the Loans, to Convert all or part of
a Loan of one Type into a Loan of another Type or to Continue Eurodollar Loans;
provided that: (a) Dynamex, with respect to the Revolving Credit Loans and the
Term Loans A for and on behalf of the Revolving Credit Loans Borrowers and the
Term Loans A Borrowers, respectively, and Parcelway Canada, with respect to the
Term Loans B, shall give the Agent notice of each such prepayment, Conversion
or Continuation as provided in Section 2.9, (b) Eurodollar Loans may only be
Converted on the last day of the Interest Period, (c) except for Conversions of
Eurodollar Loans into Prime Rate Loans, no Conversions or Continuations shall
be made while a Default has occurred and is continuing, and (d) optional
prepayments of the Term Loans A or the Term Loans B shall be applied to the
unpaid principal amounts of the Term Loans B until such Term Loans B are paid
in full and then to the unpaid principal amounts of the Term Loans A, and shall
be applied to the then remaining installments of the Term Loans B or the Term
Loans A, as required in this clause (d), in the inverse order of the maturities
of such installments.

Section 2.7 Mandatory Prepayments.

(a) Excess Cash Flow. The Term Loans A Borrowers shall, on or
before each Excess Cash Flow Prepayment Date, pay to the Agent, as a prepayment
of the Term Loans A, an aggregate amount equal to 50% of U.S. Excess Cash Flow
for the fiscal year of Dynamex then most recently ended, as reflected in the
audited annual financial statements of Dynamex and its Subsidiaries for such
fiscal year. Subject to Section 2.7(g), Parcelway Canada shall, on or before
each Excess Cash Flow Prepayment Date, pay to the Agent, as a prepayment of the
Term Loans B, an aggregate amount equal to 50% of Canadian Excess Cash Flow for
the fiscal year of Dynamex then most recently ended, as reflected in the
audited annual financial statements of Dynamex and its Subsidiaries for such
fiscal year; provided, however, that if and to the extent that the application
of any such payment (or portion thereof) to the Term Loans B would result

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<PAGE> 42
in noncompliance with the Canadian Five Year Rule, such payment (or portion
thereof) shall be applied to the Term Loans A and not to the Term Loans B.
Concurrently with the making of any such payment referred to in this Section
2.7(a), Dynamex, with respect to the Term Loans A for and on behalf of the Term
Loans A Borrowers, and Parcelway Canada, with respect to the Term Loans B,
shall deliver to the Agent a certificate of a Responsible Officer of such
Borrower or Borrowers demonstrating its or their calculation of the amount
required to be paid.

(b) Insurance Recovery. The Term Loans A Borrowers shall, within
two Business Days after any of them or any of their Subsidiaries (other than
Parcelway Canada and Parcelway PC) receives any Excess Insurance Proceeds, pay
(or cause to be paid) to the Agent, as a prepayment of the Term Loans A, an
aggregate amount equal to such Excess Insurance Proceeds. Subject to Section
2.7(g), Parcelway Canada shall, within two Business Days after it or any of its
Subsidiaries receives any Excess Insurance Proceeds, pay (or cause to be paid)
to the Agent, as a prepayment of the Term Loans B, an aggregate amount equal to
such Excess Insurance Proceeds; provided, however, that if and to the extent
that the application of any such payment (or portion thereof) to the Term Loans
B would result in noncompliance with the Canadian Five Year Rule, such payment
(or portion thereof) shall be applied to the Term Loans A and not to the Term
Loans B.

(c) Asset Dispositions. The Term Loans A Borrowers shall, within
two Business Days after any of them or any of their Subsidiaries (other than
Parcelway Canada and Parcelway BC) receives any Net Proceeds from an Asset
Disposition, pay to the Agent, as a prepayment of the Term Loans A, an
aggregate amount equal to 100% of the Net Proceeds from such Asset Disposition.
Subject to Section 2.7(g), Parcelway Canada shall, within two Business Days
after each day on which it or any of its Subsidiaries receives any Net Proceeds
from an Asset Disposition, pay to the Agent, as a prepayment of the Term Loans
B, an aggregate amount equal to 100% of the Net Proceeds from such Asset
Disposition; provided, however, that if and to the extent that the application
of any such payment (or portion thereof) to the Term Loans B would result in
noncompliance with the Canadian Five Year Rule, such payment (or portion
thereof) shall be applied to the Term Loans A and not to the Term Loans B.
Notwithstanding the foregoing, no such prepayment will be required pursuant to
this Section 2.7(c) (i) from the Net Proceeds from any single Asset Disposition
of used equipment if such Net Proceeds are $100,000 or less (with respect to
Dynamex and its Subsidiaries other than Parcelway Canada and Parcelway BC) or
Cdn. $150,000 or less (with respect to Parcelway Canada or its Subsidiaries)
and are fully re-invested in productive assets used in the ordinary course of
the business of the Person making such Asset Disposition within 90 days of such
Asset Disposition, (ii) from the Net Proceeds of any expropriation or
condemnation of real Property if and to the extent that such Net Proceeds are,
as a result of such expropriation or condemnation, re-invested in similar real
Property or used to modify other then-existing real Property used in the
ordinary course of the business of the Person whose real Property is affected
thereby within 90 days of receipt of proceeds of such expropriation or
condemnation or (iii) until the cumulative Net Proceeds from all Asset
Dispositions (other than the Net Proceeds satisfying each of the requirements
in clause (i) above) exceed $500,000 (with respect to Asset Dispositions by
Dynamex and its Subsidiaries other than Parcelway Canada and Parcelway BC) or
Cdn. $750,000 (with respect to Asset Dispositions by Parcelway Canada and its
Subsidiaries), in which case a prepayment shall be

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made in the amount of the Net Proceeds from any specific Asset Disposition, or
portion thereof, causing the limit to be exceeded.

(d) Equity Issuances. The Term Loans A Borrowers and Parcelway
Canada shall, on each day that Dynamex or any of its Subsidiaries receives any
Net Proceeds in the form of cash or cash equivalents from or as a result of any
Public Offering, pay to the Agent or cause to be paid to the Agent, as a
prepayment of the Term Loans A or the Term Loans B, an amount of such Net
Proceeds sufficient to cause the aggregate outstanding principal amount of the
Term Loans to not exceed 50% of the aggregate principal amount of the Term
Loans outstanding at the time of (but without giving effect to) such
prepayment; provided, however, that if and to the extent that the application
of any such payment (or portion thereof) to the Term Loans B would result in
noncompliance with the Canadian Five Year Rule, such payment (or portion
thereof) shall be applied to the Term Loans A and not to the Term Loans B.

(e) Borrowing Base. If at any time the Outstanding Revolving
Credit exceeds an amount equal to the lesser of (i) the Borrowing Base or (ii)
the Revolving Credit Loans Commitments at such time, within one Business Day
after the occurrence thereof the Revolving Credit Loans Borrowers shall jointly
and severally pay to the Agent the amount of such excess as a prepayment of the
Revolving Credit Loans.

(f) Application of Mandatory Prepayments. All prepayments
pursuant to subsections (a) through (d) preceding shall, as required by such
subsections, be applied to the then remaining installments of principal of the
Term Loans A or the Term Loans B, as required by such subsections, in the
inverse order of the maturities of such installments. Notwithstanding anything
to the contrary contained in this Section 2.7 but subject to Section 2.7(g),
any prepayment required to be applied to the Term Loans A pursuant to the
provisions of this Section 2.7 shall, if the Term Loans A shall have been paid
in full, be applied to the Term Loans B, and any prepayment required to be
applied to the Term Loans B pursuant to the provisions of this Section 2.7
shall, if the Term Loans B shall have been paid in full, be applied to the Term
Loans A.

(g) Canadian Five Year Rule. Notwithstanding anything to the
contrary contained in this Agreement, Parcelway Canada shall not be obligated
to make any prepayment of the principal of the Term Loans B if and to the
extent that such prepayment would result in noncompliance with the Canadian
Five Year Rule; provided, however, that the aggregate amount which would be
required to be applied as a prepayment of the principal of the Term Loans B but
for this Section 2.7(g) (i) shall be applied to the Term Loans A and not to the
Term Loans B or (ii) if the Term Loans A have been paid in full or if such
application to the Term Loans A pursuant to clause (i) immediately preceding
would reasonably require the transfer of funds by Parcelway Canada to Dynamex
or a Subsidiary of Dynamex organized under the laws of a state of the U.S. and
would result in any material tax liability, shall be invested by Parcelway
Canada in certificates of deposit or other cash equivalents acceptable to the
Agent and shall be pledged to the Agent, for and on behalf of the Lenders, as
security for the Obligations pursuant to a pledge or security agreement in form
and substance satisfactory to the Agent.

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<PAGE> 44

Section 2.8 Minimum Amounts. Except for Conversions and
prepayments pursuant to Section 2.7 and Article 4, each borrowing, each
Conversion and each prepayment of principal of the Loans shall be in an amount
at least equal to $250,000 or an integral multiple of $100,000 in excess
thereof (borrowings, prepayments or Conversions of or into Loans of different
Types or, in the case of Eurodollar Loans, having different Interest Periods at
the same time hereunder shall be deemed separate borrowings, prepayments and
Conversions for purposes of the foregoing, one for each Type or Interest
Period).

Section 2.9 Certain Notices. Notices by the applicable Borrower
or Borrowers to the Agent of terminations or reductions of Commitments, of
borrowings, Conversions, Continuations and prepayments of Loans and of the
duration of Interest Periods shall be irrevocable and shall be effective only
if received by the Agent not later than 11:00 a.m. (Dallas, Texas, time) on
the Business Day prior to the date of the relevant termination, reduction,
borrowing, Conversion, Continuation or prepayment or the first day of such
Interest Period specified below:

<TABLE>
<CAPTION>
Number of
Notice Business Days Prior
------ -------------------
<S> <C>
Terminations or Reductions of Commitments 1

Borrowings of Revolving Credit Loans which are Prime Rate Loans 1

Borrowings of Revolving Credit Loans which are Eurodollar Loans 3

Borrowings of Term Loans which are Prime Rate Loans 1

Borrowings of Term Loans which are Eurodollar Loans 3

Conversions or Continuations of Loans 3

Prepayments of Revolving Credit Loans 1

Prepayments of Term Loans 5
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or prepayment shall specify the Loans to be borrowed,
Converted, Continued or prepaid and the amount (subject to Section 2.8 hereof)
and Type of the Loans to be borrowed, Converted, Continued or prepaid (and, in
the case of a Conversion, the Type of Loans to result from such Conversion) and
the date of borrowing, Conversion, Continuation or prepayment (which shall be a
Business Day). Notices of borrowings, Conversions, Continuations or
prepayments shall be in the form of Exhibit F hereto, appropriately completed
as applicable. Each such notice of the duration of an Interest Period shall
specify the Loans to which such Interest Period is to relate. The Agent shall
promptly notify the Lenders of the contents of each such notice. In the event
the applicable Borrower or Borrowers fail to select the Type of Loan, or the
duration of any Interest Period for any Eurodollar Loan, within the time period
and otherwise as provided in this Section 2.9, such Loan (if outstanding as
Eurodollar Loan) will be automatically Converted into a Prime Rate Loan on the
last day of preceding Interest Period for such Loan or (if outstanding as a
Prime Rate Loan) will remain as, or (if not then outstanding) will be made as,
a Prime Rate Loan. The applicable Borrower or Borrowers may not borrow any
Eurodollar

38
<PAGE> 45
Loans, Convert any Loans into Eurodollar Loans or Continue any Loans
as Eurodollar Loans if the interest rate for such Eurodollar Loans would exceed
the Maximum Rate.

Section 2.10 Use of Proceeds.

(a) Each of the Revolving Credit Loans Borrowers jointly and
severally represents and warrants to the Agent and the Lenders that the
proceeds of the Revolving Credit Loans to be made on and after the Funding Date
shall be used by the Revolving Credit Loans Borrowers for working capital and
general corporate purposes of the Revolving Credit Loans Borrowers in the
ordinary course of business.

(b) Each of the Term Loans A Borrowers jointly and severally
represents and warrants to the Agent and the Lenders that the proceeds of the
Term Loans A to be advanced on the Funding Date shall be used by the Term Loans
A Borrowers to partially finance the acquisition of the assets to be acquired
by Dynamex East and Dynamex West pursuant to the Mayne Nickless Acquisition,
which assets are generally described on Schedule 2.10(b)(i) hereto, to pay
transaction costs of Dynamex East and Dynamex West associated with the
Mayne Nickless Acquisition and to pay in full the Debt of Dynamex and certain of
its Subsidiaries described in Schedule 2.10(b)(ii) hereto; provided, however,
that payment of the unsecured Debt of (i) Parcelway Illinois evidenced by that
certain Non Negotiable Promissory Note dated February 14, 1994 in the original
principal amount of $296,780.23 (having a current balance of approximately
$206,058) made Parcelway Illinois payable to William P. Wecker and Sharon L.
Wecker and (ii) Parcelway Courier owed to Wilsaac Group, Inc. in the approximate
amount of $87,500, may be delayed until January 1996.

(c) Parcelway Canada represents and warrants to the Agent and the
Lenders that the proceeds of the Term Loans B to be advanced on the Funding
Date shall be used by Parcelway Canada to partially finance its acquisition of
the assets to be acquired by Parcelway Canada pursuant to the Mayne Nickless
Acquisition, which assets are generally described in Schedule 2.10(c)(i)
hereto, to pay transaction costs of Parcelway Canada associated with the Mayne
Nickless Acquisition and to pay in full the Debt of Parcelway Canada described
in Schedule 2.10(c)(ii) hereto.

(d) None of the proceeds of any Loan have been or will be used to
acquire any security in any transaction that is subject to Section 13 or 14 of
the Securities Exchange Act of 1934, as amended, or to purchase or carry any
margin stock (within the meaning of Regulations G, T, U or X of the Board of
Governors of the Federal Reserve System).

Section 2.11 Fees.

(a) The Revolving Credit Loans Borrowers jointly and severally
agree to pay to the Agent for the account of each Lender a commitment fee on
the daily average unused or unfunded amount of such Lender's Revolving Credit
Loans Commitment, for the period from and including the Closing Date to and
including the Revolving Credit Loans Maturity Date, at the rate of one-half of
one percent (0.50%) per annum based on a 360 day year and the actual

39
<PAGE> 46
number of days elapsed, which accrued commitment fees shall be payable in
arrears on each Quarterly Date and on the Revolving Credit Loans Maturity Date.

(b) Dynamex agrees to pay to the Agent such additional fees as are
specified in the Agent's Letter, which fees shall be payable in such amounts
and on such dates as are specified therein.

Section 2.12 Computations. Interest and fees payable by the
applicable Borrower or Borrowers hereunder and under the other Loan Documents
on all Loans shall be computed on the basis of a year of 360 days and the
actual number of days elapsed (including the first day but excluding the last
day) occurring in the period for which payable unless, in the case of interest,
such calculation would result in a usurious rate, in which case interest shall
be calculated on the basis of a year of 365 or 366 days, as the case may be.

Section 2.13 Termination or Reduction of Commitments.

(a) Notwithstanding anything to the contrary contained in this
Agreement, each of the Revolving Credit Loans Commitments, the Term Loans A
Commitments and the Term Loans B Commitments shall automatically terminate at
2:00 p.m. (Dallas, Texas time) on December 31, 1995, if the Term Loans A and the
Term Loans B have not been funded by such time.

(b) The Revolving Credit Loans Borrowers shall have the right to
terminate or reduce in part the unused portion of the Revolving Credit Loans
Commitments at any time and from time to time, provided that (a) Dynamex, for
and on behalf of the Revolving Credit Loans Borrowers, shall give notice of
each such termination or reduction as provided in Section 2.9 and (b) each
partial reduction shall be in an aggregate amount at least equal to $500,000 or
an integral multiple of $100,000 in excess thereof. The Revolving Credit Loans
Commitments may not be reinstated after they have been terminated or increased
after they have been reduced.

ARTICLE 3

Payments

Section 3.1 Method of Payment. All payments of principal,
interest, fees and other amounts to be made by the applicable Borrower or
Borrowers under this Agreement and the other Loan Documents shall be made to
the Agent at the Principal Office for the account of each Lender's Applicable
Lending Office in Dollars and in immediately available funds, without setoff,
deduction or counterclaim, not later than 11:00 a.m. (Dallas, Texas time) on
the date on which such payment shall become due (each such payment made after
such time on such due date to be deemed to have been made on the next
succeeding Business Day). The applicable Borrower or Borrowers shall, at the
time of making each such payment, specify to the Agent the sums payable by such
Borrower or Borrowers under this Agreement and the other Loan Documents to
which such payment is to be applied (and in the event that the applicable
Borrower or Borrowers fail to so specify, or if an Event of Default has
occurred and is continuing, the

40
<PAGE> 47
Agent may apply such payment to the Obligations in such order and manner as the
Agent may elect, subject to Section 3.2). Upon the occurrence and during the
continuation of an Event of Default, all proceeds of any Collateral, all funds
from time to time on deposit in any Concentration Account or any collection
account referred to in Section 6.1(dd) or 8.14 and all other funds of any
Borrower or Guarantor in the possession of the Agent or any Lender, may be
applied by the Agent to the Obligations in such order and manner as the Agent
may elect, subject to Section 3.2. Notwithstanding the foregoing, however, if an
Event of Default has occurred and is continuing, the Agent and the Lenders agree
among themselves that all such payments, proceeds and funds shall be applied pro
rata to the outstanding principal amount of the Loans (based upon (a) the
outstanding principal amount of the Revolving Credit Loans, (b) the outstanding
principal amount of the Term Loans A and (c) the outstanding principal amount of
the Term Loans B, as a percentage of the sum of the aggregate outstanding
principal amount of all of the Loans). Each payment received by the Agent under
this Agreement or any other Loan Document for the account of a Lender shall be
paid promptly to such Lender, in immediately available funds, for the account of
such Lender's Applicable Lending Office. Whenever any payment under this
Agreement or any other Loan Document shall be stated to be due on a day that is
not a Business Day, such payment may be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of the payment of interest and commitment fee, as the case may be.

Section 3.2 Pro Rata Treatment. Except to the extent otherwise
provided in this Agreement: (a) each Loan shall be made by the Lenders under
Section 2.1, each payment of commitment fees under Section 2.11(a) shall be
made for the account of the Lenders, and each termination or reduction of the
Commitments under Section 2.13 shall be applied to the appropriate Commitments
of the Lenders, pro rata according to the respective unused Commitments; (b)
the making, Conversion and Continuation of Loans of a particular Type (other
than Conversions provided for by Section 4.4) shall be made pro rata among the
Lenders holding Loans of such Type according to the amounts of their respective
appropriate Commitments; (c) each payment and prepayment by the applicable
Borrower or Borrowers of principal of or interest on Loans of a particular Type
shall be made to the Agent for the account of the Lenders holding Loans of such
Type pro rata in accordance with the respective unpaid principal amounts of
such Loans held by such Lenders; and (d) Interest Periods for Loans of a
particular Type shall be allocated among the Lenders holding Loans of such Type
pro rata according to the respective principal amounts held by such Lenders.

Section 3.3 Sharing of Payments, Etc. If a Lender shall obtain
payment of any principal of or interest on any of the Obligations due to such
Lender hereunder through the exercise of any right of setoff, banker's lien,
counterclaim or similar right, or otherwise, it shall promptly purchase from
the other Lenders participations in the Obligations held by the other Lenders
in such amounts, and make such adjustments from time to time, as shall be
equitable to the end that all the Lenders shall share pro rata in accordance
with the unpaid principal and interest on the Obligations then due to each of
them. To such end, all of the Lenders shall make appropriate adjustments among
themselves (by the resale of participations sold or otherwise) if all or any
portion of such excess payment is thereafter rescinded or must otherwise be
restored. Each Borrower agrees, to the fullest extent it may effectively do so
under applicable law, that

41
<PAGE> 48
any Lender so purchasing a participation in the Obligations by the other Lenders
may exercise all rights of setoff, banker's lien, counterclaim or similar rights
with respect to such participation as fully as if such Lender were a direct
holder of Obligations in the amount of such participation. Nothing contained
herein shall require any Lender to exercise any such right or shall affect the
right of any Lender to exercise, and retain the benefits of exercising, any such
right with respect to any other indebtedness, liability or obligation of any
Borrower.

Section 3.4 Non-Receipt of Funds by the Agent. Unless the Agent
shall have been notified by a Lender or the applicable Borrower or Borrowers
(the "Payor") prior to the date on which such Lender is to make payment to the
Agent of the proceeds of a Loan to be made by it hereunder or the applicable
Borrower or Borrowers are to make a payment to the Agent for the account of one
or more of the Lenders, as the case may be (such payment being herein called
the "Required Payment"), which notice shall be effective upon receipt, that the
Payor does not intend to make the Required Payment to the Agent, the Agent may
assume that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to
the intended recipient on such date and, if the Payor has not in fact made the
Required Payment to the Agent, the recipient of such payment shall, on demand,
pay to the Agent the amount made available to it together with interest thereon
in respect of the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such amount at a rate
per annum equal to the Federal Funds Rate for such period.

Section 3.5 Withholding Taxes. (a) All payments by any Borrower
of principal of and interest on the Loans and of all fees and other amounts
payable under the Loan Documents shall be made free and clear of, and without
deduction by reason of, any present or future taxes, levies, duties, imposts,
assessments or other charges levied or imposed by any Governmental Authority
(other than taxes on the overall net income of any Lender). If any such taxes,
levies, duties, imposts, assessments or other charges are so levied or imposed,
each appropriate Borrower (as applicable depending upon which Borrower was
obligated with respect to the original payment) will (i) make additional
payments in such amounts so that every net payment of principal of and interest
on the Loans and of all other amounts payable by it under the Loan Documents,
after withholding or deduction for or on account of any such present or future
taxes, levies, duties, imposts, assessments or other charges (including any tax
imposed on or measured by net income of a Lender attributable to payments made
to or on behalf of a Lender pursuant to this Section 3.5 and any penalties or
interest attributable to such payments), will not be less than the amount
provided for herein or therein absent such withholding or deduction (provided
that no Borrower shall have any obligation to pay such additional amounts to
any Lender to the extent that such taxes, levies, duties, imposts, assessments
or other charges are levied or imposed by reason of the failure of such Lender
to comply with the provisions of Section 3.6), (ii) make such withholding or
deduction and (iii) remit the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable law. Without limiting the
generality of the foregoing, each Borrower will, upon written request of any
Lender, reimburse each such Lender for the amount of (A) such taxes, levies,
duties, imports, assessments or other charges so levied or imposed by any
Governmental Authority and paid by such Lender as a result of payments made by
such Borrower under or with respect to the Loans other than such

42
<PAGE> 49
taxes, levies, duties, imports, assessments and other charges previously
withheld or deducted by such Borrower which have previously resulted in the
payment of the required additional amount to the Lender, and (B) such taxes,
levies, duties, assessments and other charges so levied or imposed with respect
to any Lender reimbursement under the foregoing clause (A), so that the net
amount received by such Lender (net of payments made under or with respect to
the Loans) after such reimbursement will not be less than the net amount the
Lender would have received if such taxes, levies, duties, assessments and other
charges on such reimbursement had not been levied or imposed. Each Borrower
shall furnish promptly to the Agent for distribution to each affected Lender, as
the case may be, upon request of such Lender, official receipts evidencing any
such payment, withholding or reduction.

(b) Each Borrower will indemnify the Agent and each Lender
(without duplication) against, and reimburse the Agent and each Lender for, all
present and future taxes, levies, duties, imposts, assessments or other charges
(including interest and penalties) levied or collected (whether or not legally
or correctly imposed, assessed, levied or collected), excluding, however, any
taxes imposed on the overall net income of the Agent or such Lender or any
lending office of the Agent or such Lender by any jurisdiction in which the
Agent or such Lender or any such lending office is located, on or in respect of
this Agreement, any of the Loan Documents or the Obligations or any portion
thereof (the "reimbursable taxes"). Any such indemnification shall be on an
after-tax basis, taking into account any such reimbursable taxes imposed on the
amounts paid as indemnity.

Section 3.6 Withholding Tax Exemption. Each Lender that is not
incorporated or otherwise formed under the laws of the U.S. or a state thereof
agrees that it will, prior to or on or about the Closing Date or the date upon
which it becomes a party to this Agreement and if it is legally able to do so,
deliver to Dynamex, for and on behalf of the Borrowers, and the Agent two duly
completed copies of U.S. Internal Revenue Service Form 1001, 4224 or W-8, as
appropriate, certifying in any case that such Lender is entitled to receive
payments from the Borrowers under any Loan Document without deduction or
withholding of any U.S. federal income taxes. Each Lender which so delivers a
Form 1001, 4224 or W-8 further undertakes to deliver to Dynamex, for and on
behalf of the Borrowers, and the Agent two additional copies of such form (or a
successor form) on or before the date such form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent form so
delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by any Borrower or the Agent, in each case
certifying that such Lender is entitled to receive payments from the Borrowers
under any Loan Document without deduction or withholding of any U.S. federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender advises Dynamex, for and on behalf of
the Borrowers, and the Agent that it is not capable of receiving such payments
without any deduction or withholding of U.S. federal income tax.

<PAGE> 50
ARTICLE 4

Yield Protection and Illegality

Section 4.1 Additional Costs.

(a) The applicable Borrower or Borrowers shall pay directly to
each Lender from time to time, promptly upon the request of such Lender, the
costs incurred by such Lender which such Lender determines are attributable to
its making or maintaining of any Eurodollar Loans or its obligation to make any
of such Loans, or any reduction in any amount receivable by such Lender
hereunder in respect of any such Loans or obligations (such increases in costs
and reductions in amounts receivable being herein called "Additional Costs"),
resulting from any Regulatory Change which:

(i) changes the basis of taxation of any amounts payable
to such Lender under this Agreement or its Notes in respect of any of
such Loans (other than taxes imposed on the overall net income of such
Lender or its Applicable Lending Office for any of such Loans by the
jurisdiction in which such Lender has its principal office or such
Applicable Lending Office);

(ii) imposes or modifies any reserve, special deposit,
minimum capital, capital ratio or similar requirement relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities or commitments of, such Lender (including any of such
Loans or any deposits referred to in the definition of "Eurodollar
Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to
the extent it is included in the calculation of the Adjusted
Eurodollar Rate); or

(iii) imposes any other condition affecting this Agreement
or the Notes or any of such extensions of credit or liabilities or
commitments.

Each Lender will notify Dynamex, with respect to the Revolving Credit Loans and
the Term Loans A for and on behalf of the Revolving Credit Loans Borrowers and
the Term Loans A Borrowers, respectively, and Parcelway Canada, with respect to
the Term Loans B (with a copy to the Agent) of any event occurring after the
Closing Date which will entitle such Lender to compensation pursuant to this
Section 4.1(a) as promptly as practicable after it obtains knowledge thereof
and determines to request such compensation, and (if so requested by Dynamex or
Parcelway Canada, as applicable) will designate a different Applicable Lending
Office for the Eurodollar Loans of such Lender if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
sole opinion of such Lender, violate any law, rule or regulation or be in any
way disadvantageous to such Lender, provided that such Lender shall have no
obligation to so designate an Applicable Lending Office located in the U.S.
Each Lender will furnish Dynamex or Parcelway Canada, as applicable, with a
certificate setting forth the basis and the amount of each request of such
Lender for compensation under this Section 4.1(a). If any Lender requests
compensation from a Borrower under this Section 4.1(a), Dynamex or Parcelway,
as applicable, may, by notice to such Lender

44
<PAGE> 51
(with a copy to the Agent), suspend the obligation of such Lender to make or
Continue making, or Convert Prime Rate Loans into, Eurodollar Loans until the
Regulatory Change giving rise to such request ceases to be in effect (in which
case the provisions of Section 4.4 hereof shall be applicable).

(b) Without limiting the effect of the foregoing provisions of this Section
4.1, in the event that, by reason of any Regulatory Change, any Lender either
(i) incurs Additional Costs based on or measured by the excess above a specified
level of the amount of a category of deposits or other liabilities of such
Lender which includes deposits by reference to which the interest rate on
Eurodollar Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender which includes Eurodollar
Loans or (ii) becomes subject to restrictions on the amount of such a category
of liabilities or assets which it may hold, then, if such Lender so elects by
notice to Dynamex or Parcelway Canada, as applicable (with a copy to the Agent),
the obligation of such Lender to make or Continue making, or Convert Prime Rate
Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory
Change ceases to be in effect (in which case the provisions of Section 4.4
hereof shall be applicable).

(c) Determinations and allocations by any Lender for purposes of
this Section 4.1 of the effect of any Regulatory Change on its costs of
maintaining its obligation to make Loans or of making or maintaining Loans or
on amounts receivable by it in respect of Loans or Bankers' Acceptances, and of
the additional amounts required to compensate such Lender in respect of any
Additional Costs, shall be conclusive in the absence of manifest error,
provided that such determinations and allocations are made on a reasonable
basis.

Section 4.2 Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, if with respect to any Eurodollar Loans for any
Interest Period therefor:

(a) The Agent determines (which determination shall be
conclusive absent manifest error) that quotations of interest rates
for the relevant deposits referred to in the definition of "Eurodollar
Rate" in Section 1.1 hereof are not being provided in the relative
amounts or for the relative maturities for purposes of determining the
rate of interest for such Loans as provided in this Agreement; or

(b) Required Lenders determine (which determination shall
be conclusive absent manifest error) and notify the Agent that the
relevant rates of interest referred to in the definition of
"Eurodollar Rate" or "Adjusted Eurodollar Rate" in Section 1.1 hereof
on the basis of which the rate of interest for such Loans for such
Interest Period is to be determined do not accurately reflect the cost
to the Lenders of making or maintaining such Loans for such Interest
Period;

then the Agent shall give Dynamex or Parcelway Canada, as applicable, prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make Eurodollar Loans or to Convert Prime Rate
Loans into Eurodollar Loans and the applicable Borrower or Borrowers shall, on
the last day(s) of the then current Interest Period(s)

<PAGE> 52
for the outstanding Eurodollar Loans, either prepay such Loans or Convert such
Loans into Prime Rate Loans in accordance with the terms of this Agreement.

Section 4.3 Illegality. Notwithstanding any other provision of
this Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to (a) honor its obligation to make Eurodollar Loans
or (b) maintain Eurodollar Loans, then such Lender shall promptly notify
Dynamex, with respect to the Revolving Credit Loans and the Term Loans A for
and on behalf of the Revolving Credit Loans Borrowers and the Term Loans A
Borrowers, respectively, and Parcelway Canada, with respect to the Term Loans B
(with a copy to the Agent) thereof and such Lender's obligation to make or
maintain Eurodollar Loans and to Convert Prime Rate Loans into Eurodollar Loans
hereunder shall be suspended until such time as such Lender may again make and
maintain Eurodollar Loans (in which case the provisions of Section 4.4 hereof
shall be applicable).

Section 4.4 Treatment of Affected Loans. If the obligation of
any Lender to make or Continue, or to Convert Prime Rate Loans into, Eurodollar
Loans is suspended pursuant to Section 4.1 or 4.3 hereof, such Lender's
Eurodollar Loans shall be automatically Converted into Prime Rate Loans on the
last day(s) of the then current Interest Period(s) for the Eurodollar Loans
(or, in the case of a Conversion required by Section 4.1(b) or 4.3 hereof, on
such earlier date as such Lender may specify to Dynamex or Parcelway Canada, as
applicable, with a copy to the Agent) and, unless and until such Lender gives
notice as provided below that the circumstances specified in Section 4.1 or 4.3
hereof which gave rise to such Conversion no longer exist:

(a) To the extent that such Lender's Eurodollar Loans
have been so Converted, all payments and prepayments of principal
which would otherwise be applied to such Lender's Eurodollar Loans
shall be applied instead to its Prime Rate Loans; and

(b) All Loans which would otherwise be made or Continued
by such Lender as Eurodollar Loans shall be made as or Converted into
Prime Rate Loans and all Loans of such Lender which would otherwise be
Converted into Eurodollar Loans shall be Converted instead into (or
shall remain as) Prime Rate Loans.

If such Lender gives notice to Dynamex or Parcelway Canada, as applicable (with
a copy to the Agent) that the circumstances specified in Section 4.1 or 4.3
hereof which gave rise to the Conversion of such Lender's Eurodollar Loans
pursuant to this Section 4.4 no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when Eurodollar
Loans are outstanding, such Lender's Prime Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after
giving effect thereto, all Loans held by the Lenders holding Eurodollar Loans
and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their respective Commitments.

Section 4.5 Compensation. The applicable Borrower or Borrowers
shall pay to the Agent for the account of each Lender, promptly upon the
request of such Lender through the

46
<PAGE> 53
Agent, such amount or amounts as shall be sufficient (in the reasonable opinion
of such Lender) to compensate it for any loss, cost or expense incurred by it
as a result of:

(a) Any payment, prepayment or Conversion of a Eurodollar
Loan for any reason (including, without limitation, the acceleration
of the outstanding Loans pursuant to Section 11.2) on a date other
than the last day of an Interest Period for such Loan; or

(b) Any failure by any Borrower for any reason
(including, without limitation, the failure of any conditions
precedent specified in Article 6 to be satisfied) to borrow, Convert
or prepay a Eurodollar Loan on the date for such borrowing, Conversion
or prepayment specified in the relevant notice of borrowing,
prepayment or Conversion under this Agreement.

Section 4.6 Capital Adequacy. If, after the Closing Date, any
Lender shall have determined that the adoption or implementation of any
applicable law, rule or regulation regarding capital adequacy (including,
without limitation, any law, rule or regulation implementing the Basle Accord),
or any change therein, or any change in the interpretation or administration
thereof by any central bank or other Governmental Authority charged with the
interpretation or administration thereof, or compliance by such Lender (or its
parent) with any guideline, request or directive regarding capital adequacy
(whether or not having the force of law) of any central bank or other
Governmental Authority (including, without limitation, any guideline or other
requirement implementing the Basle Accord), has or would have the effect of
reducing the rate of return on such Lender's (or its parent's) capital as a
consequence of its obligations hereunder or the transactions contemplated
hereby to a level below that which such Lender (or its parent) could have
achieved but for such adoption, implementation, change or compliance (taking
into consideration such Lender's policies with respect to capital adequacy) by
an amount deemed by such Lender to be material, then from time to time, within
ten Business Days after demand by such Lender (with a copy to the Agent), the
applicable Borrower or Borrowers shall pay to such Lender such additional
amount or amounts as will compensate such Lender (or its parent) for such
reduction. A certificate of such Lender claiming compensation under this
Section 4.6 and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive absent manifest error, provided that the
determination thereof is made on a reasonable basis. In determining such
amount or amounts, such Lender may use any reasonable averaging and attribution
methods.

Section 4.7 Additional Interest on Eurodollar Loans. The
applicable Borrower or Borrowers shall pay, directly to each Lender from time
to time, additional interest on the unpaid principal amount of each Eurodollar
Loan held by such Lender, from the date of the making of such Eurodollar Loan
until such principal amount is paid in full, at an interest rate per annum
determined by such Lender in good faith equal to the positive remainder (if
any) of (a) the Adjusted Eurodollar Rate applicable to such Eurodollar Loan
minus (b) the Eurodollar Rate applicable to such Eurodollar Loan. Each payment
of additional interest pursuant to this Section 4.7 shall be payable by the
applicable Borrower or Borrowers on each date upon which interest is payable on
such Eurodollar Loan pursuant to Section 2.4(b); provided, however, that the
applicable Borrower or Borrowers shall not be obligated to make any such
payment of additional

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interest until the first Business Day after the date when such Borrower or
Borrowers have been informed (i) that such Lender is subject to a Reserve
Requirement and (ii) of the amount of such Reserve Requirement (after which
time the applicable Borrower or Borrowers shall be obligated to make all such
payments of additional interest, including, without limitation, such payment of
additional interest that otherwise would have been payable by such Borrower or
Borrowers on or prior to such time had such Borrower or Borrowers been earlier
informed).

ARTICLE 5

Security

Section 5.1 Collateral. To secure the full and complete payment
and performance of the Obligations, each of the Borrowers shall, and shall
cause Dynamex and each of its Subsidiaries to, on or before the Funding Date,
grant to the Agent for the benefit of the Agent and the Lenders a perfected,
first priority Lien (except for Permitted Liens, if any, which are expressly
permitted by the Loan Documents to have priority over the Liens in favor of the
Agent) on all of its right, title and interest in and to the following
Property, whether now owned or hereafter acquired, pursuant to the Security
Documents:

(a) the Warrant issued to Cypress and all Capital Stock
of Dynamex and each of the Subsidiaries of Dynamex (including, without
limitation, Parcelway BC) owned as of the Funding Date or thereafter
acquired by any shareholder of Dynamex, Dynamex or any Subsidiary of
Dynamex; provided, however, that (i) the Capital Stock of Dynamex
required to be pledged pursuant to this clause (a) shall not exceed
the greater of (A) all Capital Stock of Dynamex now or hereafter owned
by Cypress or (B) at least 70% of the total number of shares of each
class of Capital Stock of Dynamex at any time issued and outstanding,
and (ii) in the event that a Public Offering of Capital Stock of
Dynamex has been consummated which results in gross proceeds of
$20,000,000 or more and, as a result thereof, the principal amount of
the Term Loans has been prepaid with certain of the proceeds thereof
such that aggregate outstanding principal amount of the Term Loans
does not exceed $7,000,000 and no Default then exists, then none of
the Capital Stock of Dynamex shall be required to be pledged as
security for the Obligations;

(b) all other Property of Dynamex and each of the
Subsidiaries owned as of the Funding Date or thereafter acquired,
including, without limitation, all accounts (including, without
limitation, Receivables), inventory (including, without limitation,
Inventory), equipment, furniture, fixtures, contract rights, general
intangibles, instruments, investment property, chattel paper, Permits,
Intellectual Property and intercompany Debt, but excluding immaterial
leases (provided, however, that the Agent's Lien on certificated
vehicles shall not be required to be perfected unless and until the
Agent so requests).

If required by the Agent, the pledge of the Capital Stock of Parcelway Canada
and Parcelway BC shall be appropriately registered in the share registry of
Parcelway Canada and Parcelway BC, respectively.

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Section 5.2 Guaranties. Dynamex and each Subsidiary of Dynamex
in existence on the Funding Date (before and after giving effect to the Mayne
Nickless Acquisition) shall guarantee the payment and performance of the
Obligations pursuant to the applicable Guaranty.

Section 5.3 New Subsidiaries; New Issuances of Capital Stock.
Contemporaneously with the creation or acquisition of any Subsidiary of Dynamex
after the Funding Date, each of the Borrowers shall, and shall cause Dynamex
and each of its Subsidiaries to:

(a) grant or cause to be granted to the Agent, for the
benefit of the Agent and the Lenders, a perfected, first priority
security interest in all Capital Stock or other ownership interests in
or indebtedness of such Subsidiary owned by Dynamex or any Subsidiary
of Dynamex (to the extent such Capital Stock or other ownership
interests or indebtedness are already not so pledged to the Agent);

(b) cause each such Subsidiary to guarantee the payment
and performance of the Obligations by executing and delivering to the
Agent an appropriate Guaranty; and

(c) cause each such Subsidiary to execute and deliver to
the Agent an appropriate Security Agreement and such other Security
Documents as the Agent may reasonably request to grant the Agent, for
the benefit of the Agent and the Lenders, a perfected, first priority
Lien (except for Permitted Liens, if any, which are expressly
permitted by the Loan Documents to have priority over the Liens in
favor of the Agent) on all Property of such Subsidiary, excluding
immaterial leases (provided, however, that the Agent's Lien on
certificated vehicles shall not be required to be perfected unless and
until the Agent so requests).

Contemporaneously with the issuance of any additional Capital Stock of Dynamex
or any of the Subsidiaries of Dynamex after the Funding Date, each of the
Borrowers shall, and shall cause the shareholders of Dynamex, Dynamex and each
of its Subsidiaries and other appropriate Persons (as applicable) to, grant or
cause to be granted to the Agent, for the benefit of the Agent and the Lenders,
a perfected, first priority security interest in all Capital Stock or other
ownership interests in Dynamex or such Subsidiary owned by any shareholder of
Dynamex, any shareholder of any Subsidiary of Dynamex, Dynamex or any
Subsidiary of Dynamex (to the extent such Capital Stock or other ownership
interests are already not so pledged to the Agent); provided, however, that the
Capital Stock of Dynamex shall be required to be pledged as security for the
Obligations only to the extent referred to in Section 5.1(a).

Section 5.4 New Mortgaged Properties. Each of the Borrowers
shall, and shall cause Dynamex and each of its Subsidiaries to,
contemporaneously with (i) the acquisition of any fee real Property or (ii) the
execution of any lease of real Property where Inventory of Dynamex or any of
its Subsidiaries in excess of $100,000 is or will be located or covering any
plant or storage site, execute, acknowledge and deliver to the Agent a Mortgage
or an amendment or modification to an existing Mortgage covering (A) all fee
real Property acquired by Dynamex or any of such Subsidiaries subsequent to the
Closing Date and (B) all of Dynamex's or any of such Subsidiaries' rights and
interests as lessee, in, to and under each such real estate lease

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entered into subsequent to the Closing Date, together with evidence reasonably
satisfactory to the Agent and its counsel, including, without limitation, if
requested by the Agent, a commitment for a mortgagee policy of title insurance
or a title opinion in favor of the Agent, in form and substance reasonably
satisfactory to the Agent, that the Mortgage creates a valid, first priority
Lien on the fee estate or leasehold estate, as the case may be, in favor of the
Agent for the benefit of the Agent and the Lenders (except for Permitted Liens,
if any, which are expressly permitted by the Loan Documents to have priority
over the Liens in favor of the Agent), together with appraisals and surveys if
requested by the Agent; provided, however, that, with respect to the
acquisition of any fee real Property having a fair market value of less than
$100,000, Dynamex and such Subsidiaries shall not be required to execute,
acknowledge or deliver such documents unless or until fee real Property or
Properties having an aggregate fair market value of $100,000 or more would be
covered by any such new Mortgage or amendment or modification to an existing
Mortgage. Following the date of each such acquisition of Property, if
requested by the Agent, each of the Borrowers shall, and shall cause each of
its Subsidiaries with an interest in such Properties to, (i) deliver or cause
to be delivered to the Agent, a mortgagee policy of title insurance insuring
the Liens of the Mortgage covering such fee real Property in an amount
reasonably satisfactory to the Agent on standard form policies (except for
Permitted Liens, if any, which are expressly permitted by the Loan Documents to
have priority over the Liens in favor of the Agent) or, with respect to such
Properties located in Canada, title opinions in form and substance reasonably
satisfactory to the Agent issued by law firms reasonably satisfactory to the
Agent and (ii) provide the Agent with a current environmental assessment of
such Property in form and substance reasonably satisfactory to the Agent. In
addition, with respect to each such leasehold estate, each of the Borrowers
shall, and shall cause Dynamex and each of its Subsidiaries to, use its best
efforts to obtain either (A) waivers of landlord's Liens from each lessor or
(B) landlord agreements from each lessor, in form and substance reasonably
satisfactory to the Agent.

Section 5.5 Release of Collateral. Upon (a) any sale, transfer
or other disposition of Collateral that is expressly permitted under Section
9.8 and upon five Business Days prior written request by the Borrower that owns
such Collateral or (b) the consummation of a Public Offering of Capital Stock
of Dynamex that meets each of the requirements set forth in clause (ii) of the
proviso set forth in Section 5.1(a), the Agent shall execute at such Borrower's
expense such documents as may be necessary to evidence the release by the Agent
of (i) its Liens on such Collateral being sold, transferred or otherwise
disposed of or (ii) its Liens on the Capital Stock of Dynamex, respectively;
provided, however, that (A) the Agent shall not be required to release any Lien
on any Collateral if a Default shall have occurred and be continuing, (B) the
Agent shall not be required to execute any such document on terms which, in the
Agent's opinion, would expose the Agent to liability or create any obligation
not reimbursed by the Borrowers or entail any consequences other than the
release of such Lien without recourse or warranty, and (C) such release shall
not in any manner discharge, affect or impair any of the Obligations or any of
the Agent's Liens on any Collateral retained by Dynamex or any of its
Subsidiaries, including, without limitation, its Liens on the proceeds of any
such sale, transfer or other disposition.

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Section 5.6 Setoff. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time
to time, without notice to the applicable Borrower or Borrowers or any other
Person (any such notice being hereby expressly waived by the Borrowers), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of the applicable Borrower
or Borrowers against any and all of the Obligations of the applicable Borrower
or Borrowers now or hereafter existing under this Agreement, any of such
Lender's Notes or any other Loan Document, irrespective of whether or not the
Agent or such Lender shall have made any demand under this Agreement, any of
such Lender's Note or any such other Loan Document and although such
Obligations may be unmatured. Each Lender agrees promptly to notify Dynamex,
with respect to the Revolving Credit Loans and the Term Loans A for and on
behalf of the Revolving Credit Loans Borrowers and the Term Loans A Borrowers,
respectively, and Parcelway Canada, with respect to the Term Loans B (with a
copy to the Agent) after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights and remedies of each Lender hereunder are in addition
to other rights and remedies (including, without limitation, other rights of
setoff) which such Lender may have.

ARTICLE 6

Conditions Precedent

Section 6.1 Initial Extension of Credit. The obligation of each
Lender to make its initial Loan under this Agreement is subject to the
conditions precedent that the Agent shall have received, on or before the
Funding Date, all of the following in form and substance satisfactory to the
Agent and, in the case of actions to be taken, evidence that the following
required actions have been taken to the satisfaction of the Agent:

(a) Resolutions. Resolutions of the Board of Directors
of each Loan Party certified by its Secretary or an Assistant
Secretary which authorize the execution, delivery and performance by
such Loan Party of the Loan Documents and Related Transactions
Documents to which it is or is to be a party;

(b) Incumbency Certificate. A certificate of incumbency
certified by the Secretary or an Assistant Secretary of each Loan
Party certifying the name of each officer or other representative of
such Loan Party (i) who is authorized to sign the Loan Documents to
which such Loan Party is or is to be a party (including any
certificates contemplated therein), together with specimen signatures
of each such officer or other representative, and (ii) who will, until
replaced by other officers or representatives duly authorized for that
purpose, act as its representative for the purposes of signing
documents and giving notices and other communications in connection
with the Loan Documents and the transactions contemplated thereby;

(c) Articles or Certificates of Incorporation, etc. The
articles or certificates of incorporation, certificate of formation,
certificate of limited partnership, partnership

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agreement or other applicable constitutional document of each Loan
Party certified by the Secretary of State or other applicable
Governmental Authority of the state, province or other jurisdiction of
incorporation or organization of such Loan Party and dated as of a
Current Date;

(d) Bylaws. The bylaws of each Loan Party certified by
the Secretary or an Assistant Secretary of such Loan Party;

(e) Governmental Certificates. Certificates of
appropriate officials as to the existence and good standing, status or
compliance, as applicable, of each Loan Party in their respective
jurisdictions of incorporation or organization and any and all
jurisdictions where such Loan Party is qualified to do business as a
foreign corporation or other entity, each such certificate to be dated
as of a Current Date;

(f) Revolving Credit Loans Notes. The Revolving Credit
Loans Notes duly completed and executed by each of the Revolving
Credit Loans Borrowers;

(g) Term Loans A Notes. The Term Loans A Notes duly
completed and executed by each of the Term Loans A Borrowers;

(h) Term Loans B Notes. The Term Loans B Notes duly
completed and executed by Parcelway Canada;

(i) Guaranties. A Guaranty executed by Dynamex and each
of its Subsidiaries;

(j) Security Agreements. A Security Agreement executed
by Dynamex and each of its Subsidiaries;

(k) Insurance Policies. Copies of all insurance policies
required by this Agreement and the other Loan Documents, together with
loss payable endorsements naming the Agent as loss payee under all
such casualty insurance policies and the Agent as an additional
insured party under all such liability policies;

(l) Stock Certificates; Intercompany Notes. The Warrant
issued to Cypress, the stock certificates representing all of the
issued and outstanding Capital Stock of Dynamex owned by Cypress or
otherwise required to be pledged pursuant to Section 5.1 and the stock
certificates representing all of the issued and outstanding Capital
Stock of each of the Subsidiaries of Dynamex, in each case accompanied
by appropriate instruments of transfer or stock powers signed in blank
(as appropriate) and all promissory notes evidencing any intercompany
Debt between or among Dynamex and any of its Subsidiaries accompanied
by appropriate endorsements thereto executed by the holder(s) of such
promissory notes to and in favor of the Agent;

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(m) Financing Statements. Financing statements and all
other requisite filing documents executed by the Loan Parties
necessary to perfect the Liens created pursuant to the Security
Documents;

(n) Payment of Certain Debt; Lien Releases. Payment in
full of the Debt of Dynamex and certain of its Subsidiaries identified
on Schedules 2.10(b)(ii) and 2.10(c)(ii) with the Proceeds of the
initial Loans (except for certain Debt of Parcelway Illinois and
Parcelway Courier, the payment of which may be delayed until January
1996 as provided in Section 2.10(b)), termination of the Parcelway
Canada Subordination Agreement, termination of the Bank of Montreal
Credit Agreement and duly executed releases of Debt, releases of
guaranties and releases or assignments of Liens and UCC-3 financing
statements in recordable form, as may be necessary to reflect that the
Liens created by the Security Documents are first priority Liens
(except for Permitted Liens, if any, which are expressly permitted by
the Loan Documents to have priority over the Liens in favor of the
Agent);

(o) Landlord and Mortgagee Waivers. Agreements of such
of the landlords and their lenders relating to the leased real
Properties owned by Dynamex and its Subsidiaries as the Agent may
require in form and substance reasonably satisfactory to the Agent;

(p) Lien Searches. Lien searches in the names of the
shareholders of Dynamex, Dynamex and each of its Subsidiaries (and in
all names under which each such Person has done business within the
last five years and in all names of Persons who previously owned any
of the material Properties constituting Collateral as the Agent may
require) in each state or province where each such Person maintains an
office or has Property, showing no financing statements or other Lien
instruments of record except for Permitted Liens (and Liens released
in accordance with Section 6.1(n));

(q) Leases. Copies of all leases (and all amendments and
supplements thereto) pursuant to which Dynamex or any of its
Subsidiaries leases real Properties;

(r) Solvency Certificate; Contribution Agreement. A
certificate executed by a Responsible Officer of Dynamex (with respect
to Dynamex and its Subsidiaries other than Parcelway Canada and
Parcelway BC) and Parcelway Canada (with respect to Parcelway Canada
and its Subsidiaries) demonstrating that, concurrently with and after
giving effect to the Loans and the Related Transactions, each of
Dynamex and each of its Subsidiaries is Solvent on a consolidated and
consolidating basis; and contribution agreements between and among
Dynamex and its Subsidiaries to evidence applicable rights of
contribution;

(s) Related Transactions Documents. Copies of all
agreements, documents and instruments received or delivered by any of
the Loan Parties in connection with the Related Transactions,
including, without limitation, the Acquisition Documents, the
Dynamex Equity Documents and the Subordinated Debt Documents,
certified by a

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Responsible Officer of Dynamex as being true and correct copies of
such documents as of the Funding Date;

(t) Capital Structure. The following shall have occurred
on or before the Funding Date to the satisfaction of the Agent:

(i) the repayment by Parcelway Canada of Cdn.
$3,225,000 of the principal of the Original Air Canada
Subordinated Debt and all interest accrued thereon to the date
of such repayment, the conversion of the remaining Cdn.
$3,225,000 of principal of the Original Air Canada
Subordinated Debt to Air Canada Subordinated Debt owed solely
by Dynamex containing terms and provisions acceptable to the
Agent, which converted Subordinated Debt shall not be payable
as to principal until at least 180 days after the Term Loans B
Maturity Date;

(ii) the issuance by Dynamex of Shareholders
Subordinated Debt in the principal amount of $4,500,000
containing subordination and other terms and provisions
acceptable to the Agent, which Shareholders Subordinated Debt
shall not be payable as to principal until at least 90 days
after the Term Loans B Maturity Date and which issuance shall
provide $4,500,000 of cash proceeds to Dynamex; and

(iii) the advance to Parcelway Canada by Dynamex,
in the form of an intercompany loan, of cash proceeds from
such issuance of Shareholders Subordinated Debt in an
aggregate amount equal to approximately $1,100,000;

(u) Consummation of Related Transactions. The Related
Transactions Documents and all agreements, documents and instruments
executed in connection therewith (i) shall be binding and enforceable
against the parties thereto in accordance with their terms and (ii)
shall be satisfactory in form and substance to the Agent and the
Lenders; none of the terms or conditions of such Related Transactions
Documents shall have been amended or modified without the prior
written consent of the Agent, and all of the terms and conditions of
such Related Transactions Documents shall have been satisfied without
waiver; the Mayne Nickless Acquisition and other Related Transactions
shall have been consummated currently with the making of the initial
Loans on the Funding Date under this Agreement in accordance with the
Mayne Nickless Acquisition Agreement and the applicable Related
Transaction Documents, respectively, and in compliance with all
conditions and requirements contained therein without waiver or
exception except as may have been consented to by the Agent in
writing; the purchase price payable by Dynamex and its Subsidiaries in
connection with the Mayne Nickless Acquisition shall not exceed
$11,500,000;

(v) Consents. Copies of all material consents necessary
for the execution, delivery and performance by each of the Loan
Parties of the Loan Documents and the Related Transactions Documents
to which it is a party, including, without limitation, any

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consents or waivers in connection with the Mayne Nickless Acquisition
as the Agent may require and the grant of a security interest in each
Material Contract of Dynamex or its Subsidiaries, which consents shall
be certified by a Responsible Officer of the applicable Loan Party as
true and correct copies of such consents as of the Funding Date;

(w) Permits. Copies of all material Permits affecting
Dynamex or any of its Subsidiaries in connection with its businesses
or any of the Properties owned or leased by it, and evidence
satisfactory to the Agent that Dynamex East, Dynamex West and
Parcelway Canada are able to conduct their businesses with the use of
such Permits in full force and effect;

(x) Payment of Fees and Expenses. The applicable
Borrower or Borrowers shall have paid all fees due on or before the
Funding Date as specified in this Agreement or in the Agent's Letter
and all fees and expenses of or incurred by the Agent and its counsel
to the extent billed on or before the Funding Date and payable
pursuant to this Agreement;

(y) Regulatory Approvals. Evidence satisfactory to the
Agent that all filings, consents or approvals with or of Governmental
Authorities necessary to consummate the transactions contemplated by
the Loan Documents and the Related Transactions Documents have been
made and obtained, as applicable, including, without limitation, all
approvals or filings (if any) required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, the Investment Canada Act (Canada)
and the Competition Act (Canada) and the lapse of all waiting periods
with respect thereto;

(z) Compliance with Laws. As of the Funding Date, each
Person that is a party to this Agreement, any of the other Loan
Documents or any of the Related Transactions Documents shall have
complied with all Governmental Requirements necessary to consummate
the transactions contemplated by this Agreement, the other Loan
Documents and such Related Transactions Documents;

(aa) No Prohibitions. No Governmental Requirement shall
prohibit the consummation of the transactions contemplated by this
Agreement, any other Loan Document or any Related Transactions
Document, and no order, judgment or decree of any Governmental
Authority or arbitrator shall, and no litigation or other proceeding
shall be pending or threatened which would, enjoin, prohibit, restrain
or otherwise adversely affect the consummation of the transactions
contemplated by this Agreement, the other Loan Documents and such
Related Transactions Documents or otherwise have a Material Adverse
Effect;

(bb) No Material Adverse Change. As of the Funding Date,
no material adverse change shall have occurred with respect to the
financial condition, results of operations, business, operations,
capitalization, liabilities or prospects of Dynamex or any of its
Subsidiaries since October 31, 1995, and the Agent shall have received
evidence that the economic performance of Dynamex and each of its
Subsidiaries to the Funding

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Date is not materially different from the economic projections for
Dynamex and each of its Subsidiaries for fiscal year 1995 that were
previously submitted to the Agent;

(cc) Wiring Instructions. Prior to the Funding Date,
written instructions from Dynamex, with respect to the Revolving
Credit Loans and the Term Loans A for and on behalf of the Revolving
Credit Loans Borrowers and the Term Loans A Borrowers, respectively,
and Parcelway Canada, with respect to the Term Loans B, to the Agent
with respect to the disbursement of the proceeds of the Loans on the
Funding Date, which instructions shall request that (i) the proceeds
of the Term Loans B to be advanced on the Funding Date (including,
without limitation, an amount of such proceeds necessary to pay the
Debt of Parcelway Canada referred to in Schedule 2.10(c)(ii) in full)
shall be disbursed to a bank account of Parcelway Canada established
at NationsBank in Dallas, Texas, and (ii) the appropriate proceeds of
the Loans shall, to the extent necessary to pay the Debt of Dynamex
and certain of its Subsidiaries (including, without limitation,
Parcelway Canada) referred to in Schedules 2.10(b)(ii) and 2.10(c)(ii)
in full, be immediately wire transferred directly to the holders of
such Debt (with respect to Debt of Parcelway Canada, after
disbursement of such proceeds to a bank account of Parcelway Canada
established at NationsBank in accordance with clause (i) preceding);

(dd) Bank Accounts. If and to the extent required by the
Agent, each of Dynamex and its Subsidiaries shall have established (i)
special accounts into which all proceeds of its Property constituting
the Collateral shall be directed, which special accounts shall be
governed by collection account agreements between the owners of such
accounts, the Agent and the depository banks in form and substance
satisfactory to the Agent, and (ii) a Concentration Account into which
funds on deposit in each of such special accounts owned by it shall be
transferred on a daily basis, which account shall be governed by a
concentration account agreement between Dynamex or its Subsidiary (as
applicable), the Agent and the depository bank in form and substance
satisfactory to the Agent;

(ee) Financial Statements. Copies of each of the financial
statements referred to in Section 7.2;

(ff) Opinions of Counsel. Favorable opinions (or comfort
letters with respect to clause (iii) succeeding) of (i) Crouch &
Hallett, counsel for the Loan Parties, Smith, Lyons, Torrance,
Stevenson & Mayer, Canadian counsel for the Loan Parties, Stikeman,
Elliott, Canadian counsel for the Agent, and such other counsel as may
be acceptable to the Agent, in form and substance satisfactory to the
Agent, with respect to Dynamex and its Subsidiaries and with respect
to the Loan Documents and the Related Transactions and the Related
Transactions Documents relating thereto, (ii) regulatory counsel for
the Loan Parties as may be acceptable to the Agent, in form and
substance satisfactory to the Agent, regarding licensing and other
regulatory requirements and matters in each of the jurisdictions in
which Dynamex or any of its Subsidiaries operates or will operate
after giving effect to the Related Transactions, and (iii) such other
counsel as may be acceptable to the Agent regarding the power and
authority of each of the Subsidiaries of

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Dynamex to execute and deliver its Guaranty and Security Agreement
under the laws of its jurisdiction of incorporation or organization;

(gg) Reliance Letters. Copies of all legal opinions
issued in connection with the Mayne Nickless Acquisition and letters
from counsel that issued such opinions stating that such opinions may
be relied upon by the Agent and the Lenders;

(hh) Accountant's Letter. A letter from Dynamex
authorizing the independent public accountant of Dynamex and its
Subsidiaries to communicate with the Agent and the Lenders and
acknowledging reliance by the Agent and the Lenders on past, present
and future financial statements; and

(ii) Schedules. All schedules attached or to be attached
to this Agreement (if any to the extent that such schedules are not
attached as of the execution of this Agreement) shall be satisfactory
in form and substance to the Agent in its sole discretion.

Dynamex shall deliver, or cause to be delivered, to the Agent sufficient
counterparts of each agreement, document or instrument to be received by the
Agent under this Section 6. 1 to permit the Agent to distribute a copy of the
same to each of the Lenders. After the request of Dynamex, the Agent shall
inform Dynamex in writing as to the status of satisfaction of the conditions
precedent set forth in this Section 6.1.

Section 6.2 All Extensions of Credit. The obligation of each
Lender to make any Loan (including the initial Loan) under this Agreement is
subject to the satisfaction of each of the conditions precedent set forth in
Section 6.1 and each of the following additional conditions precedent:

(a) No Default or Material Adverse Effect. No Default or
Material Adverse Effect shall have occurred and be continuing, or
would result from such Loan;

(b) Representations and Warranties. All of the
representations and warranties of Dynamex and its Subsidiaries and the
other Loan Parties contained in Article 7 hereof and in the other Loan
Documents shall be true and correct on and as of the date of such Loan
with the same force and effect as if such representations and
warranties had been made on and as of such date; and

(c) Additional Documentation. The Agent shall have
received such additional approvals, opinions, agreements, documents
and instruments as the Agent may reasonably request.

Each notice of borrowing by the applicable Borrower or Borrowers hereunder
shall constitute a representation and warranty by such Borrower or Borrowers
that the conditions precedent set forth in Sections 6.2(a) and (b) have been
satisfied (both as of the date of such notice and, unless Dynamex, with respect
to the Revolving Credit Loans and the Term Loans A for and on behalf of the
Revolving Credit Loans Borrowers and the Term Loans A Borrowers, respectively,
or

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Parcelway Canada, with respect to the Term Loans B, otherwise notify the
Agent prior to the date of such borrowing, as of the date of such borrowing).

Section 6.3 Closing Certificates. The Borrowers shall,
concurrently with the Funding Date, execute and deliver to the Agent a Closing
Certificate in form and substance satisfactory to the Agent certifying as to
the satisfaction of each of the conditions precedent set forth in Section 6.1
and 6.2 which are required to be satisfied on or before the Funding Date.

ARTICLE 7

Representations and Warranties

Each of Dynamex and each of its Subsidiaries jointly and severally
represents and warrants to the Agent and the Lenders that the following
statements are and, after giving effect to the Related Transactions and the
funding of the initial Loans on the Funding Date, will be true, correct and
complete:

Section 7.1 Corporate Existence. Each Loan Party (a) is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority to own its Properties and carry on its business
as now being or as proposed to be conducted, and (c) is qualified to do
business in all jurisdictions in which the nature of its business makes such
qualification necessary and where failure to so qualify would have a Material
Adverse Effect. Each Loan Party has the power and authority and legal right to
execute, deliver and perform its obligations under the Loan Documents and the
Related Transactions Documents to which it is or may become a party. Prior to
the Funding Date, neither Dynamex East nor Dynamex West engaged in any business
or incurred any liabilities except for activities, expenses and liabilities
incident to its organization and to the carrying out of the transactions
contemplated by the Mayne Nickless Acquisition Agreement. Dynamex is a holding
company and is not an operating company and does not engage in any material
business operations apart from the ownership and management of its
Subsidiaries.

Section 7.2 Financial Statements.

(a) Dynamex has delivered to the Agent and the Lenders (i) audited
consolidated and consolidating financial statements of Dynamex and its
Subsidiaries as of and for the fiscal years ended July 31, 1993, 1994 and 1995
and interim financial statements as of and for the period ended October 31,
1995, and (ii) unaudited financial statements of the Mayne Nickless Sellers (or,
with respect to Mayne Nickless Transport Inc., its IPX Courier and Loomis Rush
Messenger divisions) as of and for the fiscal years ended June 30, 1992, 1993
and 1994 and interim financial statements as of and for the fiscal period ended
October 31, 1995. To the Borrowers' knowledge, such financial statements are
true and correct, have been prepared in accordance with GAAP or, with respect
to the Mayne Nickless Sellers, generally accepted accounting principles in
effect in Australia, and fairly and accurately present, on a consolidated
and its

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consolidating (where applicable) basis, the financial condition of Dynamex and
its consolidated Subsidiaries or the Mayne Nickless Sellers (or the applicable
divisions thereof), as applicable, as of the respective dates indicated therein
and the results of operations for the respective periods indicated therein.
There has not been, as of the Closing Date or the Funding Date, any material
adverse change in the business, condition (financial or otherwise), operations,
prospects or Properties of Dynamex or its Subsidiaries or of the Mayne Nickless
Sellers (or the applicable divisions thereof) since the effective dates of the
most recent applicable financial statements referred to in this Section 7.2(a).

(b) The Pro-Formas were prepared by Dynamex on a basis
substantially consistent with the financial statements referred to in Section
7.2(a), with only such adjustments thereto as would be required in accordance
with GAAP. Neither Dynamex nor any of its Subsidiaries has any contingent
liabilities, liabilities for taxes, unusual forward or long-term commitments or
unrealized or unanticipated losses from any unfavorable commitments except as
referred to or reflected in the Pro-Formas.

(c) The Projections were prepared by Dynamex on a basis
substantially consistent with the financial statements referred to in Section
7.2(a). The Projections represent, as of the Closing Date and the Funding Date,
the good faith estimate of the Borrowers and their senior management concerning
the probable financial condition and performance of Dynamex and its
Subsidiaries based on assumptions believed to be reasonable at the time made.

Section 7.3 Corporate Action; No Breach. The execution, delivery
and performance by each Loan Party of the Loan Documents and Related
Transactions Documents to which it is or may become a party and compliance with
the terms and provisions hereof and thereof have been duly authorized by all
requisite corporate or other entity action on the part of the Loan Parties and
do not and will not (a) violate or conflict with, or result in a breach of, or
require any consent under (i) the articles or certificates of incorporation or
bylaws of any Loan Party, (ii) any Governmental Requirement or any order, writ,
injunction or decree of any Governmental Authority or arbitrator, or (iii) any
material agreement, document or instrument to which any Loan Party is a party
or by which any Loan Party or any of its Property is bound or subject, or (b)
constitute a default under any such material agreement, document or instrument,
or result in the creation or imposition of any Lien (except a Lien in favor of
the Agent for and on behalf of the Lenders under the Security Documents as
provided in Article 5) upon any of the revenues or Property of any Loan Party.

Section 7.4 Operation of Business. The Loan Parties possess all
Permits, franchises, licenses and authorizations necessary or appropriate to
conduct their respective businesses substantially as now conducted. All of
such Permits, franchises, licenses and authorizations which are requiredby any
Governmental Requirement or which are or are to be issued by any Governmental
Authority are disclosed on Schedule 7.4. None of such Persons is in material
violation of any such Permits, franchises, licenses or authorizations.

Section 7.5 Intellectual Property. The Loan Parties own or
possess (or will be licensed or have the full right to use) all Intellectual
Property which is necessary or appropriate for the operation of their
respective businesses as presently conducted and as proposed to be

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conducted, without any known conflict with the rights of others. The
consummation of the transactions contemplated by this Agreement, the other Loan
Documents and the Related Transactions Documents will not materially alter or
impair, individually or in the aggregate, any of such rights of such Persons.
No product of the Loan Parties infringes upon any Intellectual Property owned
by any other Person, and no claim or litigation is pending or, to the knowledge
of any Borrower, threatened against any Loan Party or any such Person
contesting its right to use any product or material which could have a Material
Adverse Effect. There is no violation by any Loan Party of any right of such
Loan Party with respect to any material Intellectual Property owned or used by
such Loan Party.

Section 7.6 Litigation and Judgments. Each material action,
suit, investigation or proceeding before or by any Governmental Authority or
arbitrator pending or, to the knowledge of any Borrower, threatened against or
affecting any Loan Party, or that relates to any of the Related Transactions as
of the Closing Date or the Funding Date, is disclosed on Schedule 7.6. None of
such actions, suits, investigations or proceedings could, if adversely
determined, have a Material Adverse Effect. Except as may be disclosed on
Schedule 7.6, as of the Closing Date and the Funding Date, there are no
outstanding judgments against any Loan Party. No Loan Party has received any
opinion or memorandum or legal advice from legal counsel to the effect that it
is exposed to any liability or disadvantage that could reasonably be expected
to have a Material Adverse Effect.

Section 7.7 Rights in Properties; Liens. Each of the Loan
Parties has good and indefeasible title to or, with respect to leasehold
interests, valid leasehold interests in its Properties and assets, real and
personal, including the Properties, assets and leasehold interests reflected in
the financial statements described in Section 7.2(a) and the Pro Formas, and
none of the Properties or leasehold interests of any Loan Party or any of its
Subsidiaries is subject to any Lien, except Permitted Liens. Except as
disclosed on Schedule 7.7(a), as of the Closing Date and the Funding Date,
neither Dynamex nor any of its Subsidiaries owns any right, title or interest
in any real Properties. Except as disclosed on Schedule 7.7(b), as of the
Closing Date and the Funding Date, neither Dynamex or any of its Subsidiaries
owns any right, title or interest of a material nature in Intellectual
Property. As of the Closing Date and the Funding Date, the aggregate fair
market value of the certificated vehicles of Dynamex and its Subsidiaries does
not exceed $250,000.

Section 7.8 Enforceability. The Loan Documents and the Related
Transactions Documents have been duly and validly executed and delivered by
each of the Loan Parties that is a party thereto as of the Funding Date, and
such Loan Documents and Related Transaction Documents constitute the legal,
valid and binding obligations of the Loan Parties, enforceable against the Loan
Parties in accordance with their respective terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to the
enforcement of creditors' rights and general principles of equity.

Section 7.9 Approvals. No authorization, approval or consent of,
and no filing or registration with or notice to, any Governmental Authority or
third party is or will be necessary

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for the execution, delivery or performance by any Loan Party of any of the Loan
Documents or Related Transactions Documents to which it is or will be a party
or for the validity or enforceability thereof, except for such consents,
approvals and filings as have been (or will have been as of the Funding Date)
validly obtained or made and are in full force and effect. The consummation of
the Related Transactions does not require the consent or approval of any other
Person, except such consents and approvals (a) as have been (or will have been
as of the Funding Date) validly obtained and are (or will be as of the Funding
Date) in full force and effect or (b) as to which the failure to obtain is not,
individually or in the aggregate, material. None of the Loan Parties has
failed to obtain any material governmental consent, approval, license, Permit,
franchise or other governmental authorization necessary for the ownership or
use of any of its Properties or the conduct of its business.

Section 7.10 Debt. As of the Closing Date, the Loan Parties and
their Subsidiaries have no Debt except for (a) the Obligations, and (b) the
Debt disclosed in paragraph 1 on Schedule 7.10 hereto. As of the Funding Date,
the Loan Parties and their Subsidiaries will have no Debt except for (i) the
Obligations, and (ii) the Debt disclosed in paragraph 2 on Schedule 7.10
hereto.

Section 7.11 Taxes. The Loan Parties have filed all tax returns
(federal, state, provincial and local) required to be filed, including all
income, franchise, employment, Property and sales tax returns, and have paid
all of their respective liabilities for taxes, assessments, governmental
charges and other levies that are due and payable. None of the Borrowers is
aware of any pending investigation of any Loan Party or, immediately prior to
the Mayne Nickless Acquisition, any Mayne Nickless Seller or any of their
respective Subsidiaries, by any taxing authority or of any pending but
unassessed tax liability of any Loan Party or, immediately prior to the Mayne
Nickless Acquisition, any Mayne Nickless Seller or any of their respective
Subsidiaries, other than with respect to (a) ad valorem or other real property
taxes not in excess of $10,000 as to any such Person and (b) other taxes in an
aggregate amount as to any such Person which could not, if an adverse
determination is made with respect to such taxes, materially and adversely
affect such Person, which (as to each of clauses (a) and (b) preceding) are
currently being contested in good faith by appropriate proceedings diligently
conducted by or on behalf of such Person and as to which, if required by GAAP,
such Person has established adequate reserves. No tax Liens have been filed
and, except as disclosed on Schedule 7.11, no claims are being asserted against
any Loan Party or, immediately prior to the Mayne Nickless Acquisition, any
Mayne Nickless Seller or any of their respective Subsidiaries, with respect to
any taxes. Except as disclosed on Schedule 7.11 hereto, as of the Closing Date
and the Funding Date, none of the U.S. or Canadian income tax returns of the
Loan Parties and, to the Borrower's knowledge immediately prior to the Mayne
Nickless Acquisition, any Mayne Nickless Seller or any of their respective
Subsidiaries are under audit. The charges, accruals and reserves on the books
of the Loan Parties in respect of taxes or other governmental charges are in
accordance with GAAP.

Section 7.12 Margin Securities. None of the Loan Parties or any
of their respective Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of

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Regulations G, T, U or X of the Board of Governors of the Federal Reserve
System), and no part of the proceeds of any Loan will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying margin stock.

Section 7.13 ERISA; Canadian Plans. Neither any Loan Party nor
any ERISA Affiliate maintains or contributes to, or has any obligation under,
any Pension Plan or Canadian Pension Plan other than the Pension Plans and
Canadian Pension Plans identified on Schedule 7.13. Each Plan and Canadian
Plan of each Loan Party is in compliance in all material respects with all
applicable provisions of ERISA and the Code or of Canadian Pension and Benefits
Law, as the case may be. Neither a Reportable Event nor a Prohibited
Transaction has occurred within the last 60 months with respect to any Plan.
No event has occurred or investment has been made which could render any Loan
Party, Canadian Plan or funding agent thereof liable for any tax or penalty
under Canadian Pension and Benefits Law. No notice of intent to terminate a
Pension Plan or Canadian Pension Plan has been filed, nor has any Pension Plan
or Canadian Pension Plan been terminated. No circumstances exist which
constitute grounds entitling the PBGC or a Canadian Pension Authority to
institute proceedings to terminate, or appoint a trustee to administer, a
Pension Plan or Canadian Pension Plan, nor has the PBGC or a Canadian Pension
Authority instituted any such proceedings. Neither any of the Loan Parties nor
any ERISA Affiliate has completely or partially withdrawn from a Multiemployer
Plan. Each Loan Party and each ERISA Affiliate have met their minimum funding
requirements under ERISA and the Code or under Canadian Pension and Benefits
Law with respect to all of their Plans or Canadian Plans subject to such
requirements, and, as of the Closing Date and the Funding Date except as
specified on Schedule 7.13, the present value of all tested benefits under each
funded Plan or funded Canadian Plan (exclusive of any Multiemployer Plan) does
not and will not exceed the fair market value of all such Plan or Canadian Plan
assets allocable to such benefits, as determined on the most recent valuation
date of such Plan or Canadian Plan and in accordance with ERISA or Canadian
Pension and Benefits Law, as the case may be. Neither any of the Loan Parties
nor any ERISA Affiliate has incurred any liability to the PBGC under ERISA or
to the PBGF. No litigation is pending or threatened concerning or involving
any Plan or Canadian Plan. There are no unfunded or unreserved liabilities (on
either a going-concern basis or a wind-up basis) relating to any Plan or
Canadian Plan that could, individually or in the aggregate, have a Material
Adverse Effect if such Loan Party were required to fund or reserve such
liability in full. As of the Closing Date and the Funding Date, no funding
waivers have been or will have been requested or granted under Section 412 of
the Code with respect to any Plan. No unfunded or unreserved liability for
benefits under any Plan or Plans or Canadian Plan or Canadian Plans (exclusive
of any Multiemployer Plans) exceeds $500,000 or Cdn. $500,000, with respect to
any such Plan or Canadian Plan, respectively, or $1,000,000 or Cdn. $1,000,000
with respect to all such Plans or Canadian Plans, respectively, in the
aggregate as of the Closing Date and the Funding Date, on either a
going-concern basis or a wind-up basis.

Section 7.14 Disclosure. No written statement, information,
report, representation or warranty made by any Loan Party in any Loan Document
or Related Transaction Document or furnished to the Agent or any Lender by any
Loan Party in connection with the Loan Documents or the Related Transactions
Documents or any transaction contemplated hereby or thereby contains any untrue
statement of a material fact or omits to state any material fact necessary to

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make the statements herein or therein not misleading. There is no fact known
to any Borrower which has had a Material Adverse Effect, and there is no fact
known to any Borrower which might in the future have a Material Adverse Effect,
except as may have been disclosed in writing to the Agent and the Lenders.

Section 7.15 Capitalization.

(a) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Dynamex consists of 10,000,000 shares of common
stock, par value $0.10 per share, of which 635,865 shares are issued and
outstanding, and (ii) 3,000,000 shares of preferred stock, par value $0.01 per
share, none of which shares are issued or outstanding. On and as of the
Closing Date and the Funding Date, the stockholders of Dynamex and their
current legal and beneficial ownership of the Capital Stock of Dynamex are
listed on Schedule 7.15.

(b) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Parcelway Canada consists of (i) an unlimited
number of shares of common stock, no par value per share, of which one share is
issued and outstanding and (ii) an unlimited number of shares of preferred
stock, no par value per share, of which 2,500,000 shares are issued and
outstanding. Dynamex owns all of the issued and outstanding Capital Stock of
Parcelway Canada.

(c) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Parcelway BC consists of 20,000 shares of common
stock, no par value per share, of which 65 shares are issued and outstanding.
Parcelway Canada owns all of the issued and outstanding Capital Stock of
Parcelway BC.

(d) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Dynamex East consists of 10,000 shares of common
stock, par value $0.01 per share, of which 1,000 shares are issued and
outstanding. Dynamex owns all of the issued and outstanding Capital Stock of
Dynamex East.

(e) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Dynamex West consists of 10,000 shares of common
stock, par value $0.01 per share, of which 1,000 shares are issued and
outstanding. Dynamex owns all of the issued and outstanding Capital Stock of
Dynamex West.

(f) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Parcelway Courier consists of 100,000 shares of
common stock, no par value per share, of which 1,000 shares are issued and
outstanding. Dynamex owns all of the issued and outstanding Capital Stock of
Parcelway Courier.

(g) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Parcelway International consists of 100,000 shares
of common stock, no par value per share, of which 1,000 shares are issued and
outstanding. Dynamex owns all of the issued and outstanding Capital Stock of
Parcelway International.

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(h) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Parcelway Illinois consists of (i) 50,000 shares of
common stock, no par value per share, of which 1,000 shares are issued and
outstanding and (ii) 50,000 shares of preferred stock, no par value per share,
none of which shares are issued or outstanding. Dynamex owns all of the issued
and outstanding Capital Stock of Parcelway Illinois.

(i) On and as of the Closing Date and the Funding Date, the
authorized Capital Stock of Parcelway III consists of 100,000 shares of common
stock, no par value per share, of which 10,000 shares are issued and
outstanding. Dynamex owns all of the issued and outstanding Capital Stock of
Parcelway III.

(j) On and as of the Closing Date and the Funding Date, Dynamex
has no Subsidiaries other than Parcelway Canada, Parcelway BC, Dynamex East,
Dynamex West, Parcelway Courier, Parcelway International, Parcelway Illinois
and Parcelway III, and Parcelway Canada has no Subsidiaries other than
Parcelway BC.

(k) All of the issued and outstanding Capital Stock of Dynamex and
its Subsidiaries has been validly issued and is fully paid and nonassessable,
and none of such Capital Stock has been issued for other than cash paid to and
received by the issuer thereof except for shares of common stock of Dynamex
issued to George M. Siegel in connection with his sale of the Parcelway
business and in exchange for his promissory note dated May 31, 1995 in the
original principal amount of $84,950. Except as described on Schedule 7.15,
there are no outstanding subscriptions, options, warrants, calls or rights
(including preemptive rights) to acquire, and no outstanding securities or
instruments convertible into, Capital Stock of Dynamex or any of its
Subsidiaries.

Section 7.16 Agreements. None of the Loan Parties is a party to
any indenture, loan, credit agreement, stock purchase agreement or any lease or
other agreement, document or instrument, or subject to any charter or corporate
restriction, that could have a Material Adverse Effect. None of the Loan
Parties is in default in any respect in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement, document or instrument binding on it or its Properties, except for
instances of noncompliance that, individually or in the aggregate, could not
have a Material Adverse Effect.

Section 7.17 Compliance with Laws. None of the Loan Parties is in
violation of any Governmental Requirement, except for instances of
non-compliance that, individually or in the aggregate, could not have a
Material Adverse Effect.

Section 7.18 Investment Company Act. None of the Loan Parties is
an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

Section 7.19 Public Utility Holding Company Act. None of the Loan
Parties is a "holding company" or 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 Company Act of 1935, as amended.

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Section 7.20 Environmental Matters.

(a) Except for instances of noncompliance with or exceptions to
any of the following representations and warranties that could not have,
individually or in the aggregate, a Material Adverse Effect:

(i) The Loan Parties and all of their respective
Properties and operations are in full compliance with all
Environmental Laws. Neither Dynamex nor any of its Subsidiaries is
aware of, and neither Dynamex nor any of its Subsidiaries has received
written notice of, any past, present or future conditions, events,
activities, practices or incidents which may interfere with or prevent
the compliance or continued compliance by any Loan Party with all
Environmental Laws;

(ii) The Loan Parties have obtained all Permits that are
required under applicable Environmental Laws, and all such Permits are
in good standing and all such Persons are in compliance with all of
the terms and conditions thereof;

(iii) No Hazardous Materials exist on, about or within or
have been (to the Borrowers' knowledge) or are being used, generated,
stored, transported, disposed of on or Released from any of the
Properties of the Loan Parties except in compliance with applicable
Environmental Laws. The use which the Loan Parties make and intend to
make of their respective Properties will not result in the use,
generation, storage, transportation, accumulation, disposal or Release
of any Hazardous Material on, in or from any of their Properties
except in compliance with applicable Environmental Laws;

(iv) Neither the Loan Parties nor any of their respective
currently or previously owned or leased Properties or operations are
subject to any outstanding or, to the best of the Borrowers'
knowledge, threatened order from or agreement with any Governmental
Authority or other Person or subject to any judicial or administrative
proceeding with respect to (A) any failure to comply with
Environmental Laws, (B) any Remedial Action, or (C) any Environmental
Liabilities;

(v) There are no conditions or circumstances associated
with the currently or previously owned or leased Properties or
operations of the Loan Parties that could reasonably be expected to
give rise to any Environmental Liabilities or claims resulting in any
Environmental Liabilities. None of the Loan Parties is subject to, or
has received written notice of any claim from any Person alleging that
any of the Loan Parties is or will be subject to, any Environmental
Liabilities;

(vi) None of the Properties of the Loan Parties is a
treatment facility (except for the recycling of Hazardous Materials
generated on-site and the treatment of liquid wastes subject to the
Clean Water Act or other applicable Environmental Law of Canada for
temporary storage of Hazardous Materials generated on-site prior to
their disposal off-site) or disposal facility requiring a permit under
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq., regulations thereunder or any comparable

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provision of state or Canadian federal or provincial law. The Loan
Parties and their Subsidiaries are compliance with all applicable
financial responsibility requirements of all Environmental Laws; and

(vii) None of the Loan Parties has failed to file any
notice required under applicable Environmental Law reporting a
Release.

(b) No Lien arising under any Environmental Law that could have,
individually or in the aggregate, a Material Adverse Effect has attached to any
Property or revenues of any Loan Party.

Section 7.21 Labor Disputes and Acts of God. Neither the business
nor the Properties of any Loan Party are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that is having or could have a Material
Adverse Effect.

Section 7.22 Material Contracts. Attached hereto as Schedule 7.22
is a complete list, as of the Closing Date and the Funding Date, of all
Material Contracts of the Loan Parties, other than the Loan Documents. All of
the Material Contracts are in full force and effect and none of the Loan
Parties is in default under any Material Contract and, to the best of the
Borrowers' knowledge after due inquiry, no other Person that is a party thereto
is in default under any of the Material Contracts. None of the Material
Contracts prohibit the transactions contemplated under the Loan Documents or
the Related Transactions Documents. Except as may be provided on Schedule
7.22, (a) each of the Material Contracts has been transferred or assigned to,
or are currently in the name of, a Loan Party and (b) each of the Material
Contracts is assignable to the Agent as collateral and is assignable by the
Agent to a transferee if an Event of Default were to occur. Dynamex has
delivered to the Agent a complete and current copy of each Material Contract
(other than purchase orders entered into in the ordinary course of business)
existing on the Closing Date and, with respect to each Material Contract (other
than purchase orders entered into in the ordinary course of business) entered
into after the Closing Date, will deliver to the Agent a complete and current
copy of such Material Contract in a reasonably prompt fashion after the
creation thereof.

Section 7.23 Bank Accounts. As of the Closing Date and the
Funding Date, Schedule 7.23 sets forth the account numbers and location of all
bank accounts (including lock box and special accounts) of Dynamex and its
Subsidiaries.

Section 7.24 Outstanding Securities. As of the Closing Date and
the Funding Date, all outstanding securities (as defined in the Securities Act
of 1933, as amended, or any successor thereto, and the rules and regulations of
the Securities and Exchange Commission thereunder) of the Loan Parties have
been offered, issued, sold and delivered in compliance with all applicable
Governmental Requirements. Each of the agreements, documents and instruments
evidencing the Air Canada Subordinated Debt and the Shareholders Subordinated
Debt complies with all applicable Governmental Requirements.

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Section 7.25 Subordination. The Loans and all other Obligations
of the Borrowers or any Borrower to the Agent and the Lenders under the Loan
Documents constitute "Senior Indebtedness" (as such term is defined in each of
the Air Canada Subordinated Note and the Shareholders Subordinated Debt
Agreement) of such Borrowers, and the holders thereof from time to time shall
be entitled to all of the rights of a holder of "Senior Indebtedness" pursuant
to the Air Canada Subordinated Note and the Shareholders Subordinated Debt
Agreement.

Section 7.26 Related Transactions Documents.

(a) All representations and warranties made by the Loan Parties in
the Related Transactions Documents and, to the knowledge of the Borrowers after
due inquiry, all representations and warranties made by all other Persons in
the Related Transactions Documents, are true and correct in all material
respects on and as of each date made or deemed made and as of the Closing Date
and the Funding Date. No rights of cancellation or rescission and, to the
Borrowers' knowledge, no defaults or defenses exist with respect to any of the
Related Transactions Documents. Dynamex has delivered to the Agent complete
and correct copies of all Related Transactions Documents, including all
schedules and exhibits thereto. The Related Transactions Documents set forth
the entire agreement and understanding of the parties thereto relating to the
subject matter thereof, and there are no other agreements, arrangements or
understandings, written or oral, relating to the matters covered thereby.

(b) As of the Funding Date, all conditions precedent to the
Related Transactions pursuant to the Related Transactions Documents have been
fulfilled or (with the prior written consent of the Agent) waived, the Related
Transactions Documents have not been amended or otherwise modified (except as
permitted by this Agreement), and there has not been any breach of any material
term or condition contained in the Related Transactions Documents. After
giving effect to the consummation of the Mayne Nickless Acquisition on the
Funding Date, Dynamex East, Dynamex West and Parcelway Canada will have
acquired and become the owners of all of the Property of the Mayne Nickless
Sellers contemplated to be sold by the Mayne Nickless Sellers under the Mayne
Nickless Acquisition Agreement free and clear of any Liens, except Permitted
Liens. In connection with the Mayne Nickless Acquisition, neither Dynamex nor
any of its Subsidiaries has assumed or will assume any liabilities other than
those required to be assumed by Dynamex East, Dynamex West and Parcelway Canada
in accordance with the express terms and provisions of the Mayne Nickless
Acquisition Agreement, all of which assumed liabilities are reflected or
reserved against in the applicable Pro Forma or are contingent liabilities
under the Mayne Nickless Acquisition Documents which are not required to be
reflected or reserved against in accordance with GAAP. Except as set forth in
Schedule 7.26, all approvals, authorizations, consents, licenses, exemptions
of, filings or registrations with any Governmental Authority or other Person
required in connection with the Mayne Nickless Acquisition will have been
obtained as of the Funding Date (including, without limitation, notification
under the Investment Canada Act, the approvals of the appropriate
transportation regulation authorities (including the Pennsylvania Public
Utility Commission and the Washington Utilities and Transportation Commission)
and any necessary licenses to operate the acquired businesses in the applicable
locations on and after the Funding Date). None of the approvals,
authorizations, consents, licenses, exemptions, filings, registrations or other
actions which has

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not been obtained will, individually or in the aggregate with all such
approvals, authorizations, consents, licenses, exemptions, filings,
registrations or other actions which have not been obtained, materially
adversely affect the assets or business acquired by Dynamex East, Dynamex West
or Parcelway Canada pursuant to the Mayne Nickless Acquisition Agreement.

(c) None of the Related Transactions to occur on or about the
Closing Date or the Funding Date will violate any term or provision of the
Prior Acquisition Documents and no approval, authorization, consent or other
action by any party to the Prior Acquisition Documents is necessary for the
consummation of the Related Transactions to occur on or about the Closing Date
or the Funding Date.

Section 7.27 Solvency. Each of Dynamex and each of its
Subsidiaries, as a separate entity, is Solvent, both before and after giving
effect to the Loans and the Related Transactions.

Section 7.28 Employee Matters. Except as set forth on Schedule
7.28, as of the Closing Date and the Funding Date (a) none of the Loan Parties
or, immediately prior to the Mayne Nickless Acquisition, any of the Mayne
Nickless Sellers or any of its respective Subsidiaries, or any of its
respective employees, is subject to any collective bargaining agreement, and
(b) no petition for certification or union election is pending with respect to
the employees of any Loan Party or, immediately prior to the Mayne Nickless
Acquisition, any of the Mayne Nickless Sellers or any of its respective
Subsidiaries, and no union or collection bargaining unit has sought such
certification or recognition with respect to the employees of any of the Loan
Parties or, immediately prior to the Mayne Nickless Acquisition, any of the
Mayne Nickless Sellers or any of its respective Subsidiaries. There are no
strikes, slowdowns, work stoppages or controversies pending or, to the best
knowledge of the Borrowers after due inquiry, threatened against, any of the
Loan Parties or, immediately prior to the Mayne Nickless Acquisition, any of
the Mayne Nickless Sellers or any of its respective Subsidiaries, and its
respective employees, which could have, either individually or in the
aggregate, a Material Adverse Effect. Except as set forth on Schedule 7.28, as
of the Closing Date and the Funding Date, none of the Loan Parties or any of
its respective Subsidiaries is subject to an employment contract.

Section 7.29 Insurance. Schedule 7.29 sets forth a complete and
accurate description of all policies of insurance that will be in effect as of
the Closing Date and the Funding Date for Dynamex and its Subsidiaries. To the
extent such policies have not been replaced, no notice of cancellation has been
received for such policies and Dynamex and its Subsidiaries are in compliance
with all of the terms and conditions of such policies.

ARTICLE 8

Affirmative Covenants

Each of Dynamex and each of its Subsidiaries jointly and severally
covenants and agrees that, as long as the Obligations or any part thereof are
outstanding or any Lender has any

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Commitment hereunder, it will perform and observe, or cause to be performed and
observed, the following covenants:

Section 8.1 Reporting Requirements. Dynamex will furnish to the
Agent and each Lender:

(a) Annual Financial Statements. As soon as available,
and in any event within 90 days after the end of each fiscal year of
Dynamex, beginning with the fiscal year ending July 31, 1996 or, if
Dynamex's fiscal year end has been changed to December 31, December
31, 1995, (i) a copy of the annual audit report of Dynamex and its
consolidated Subsidiaries as of the end of and for such fiscal year
then ended containing, on a consolidated basis and with unaudited
consolidating schedules attached, balance sheets and statements of
income, retained earnings and cash flow, in each case setting forth in
comparative form the figures for the preceding fiscal year, all in
reasonable detail and audited and certified by Deloitte & Touche or
other independent certified public accountants of recognized standing
acceptable to the Agent and containing no qualification thereto except
as may be reasonably acceptable to the Agent, to the effect that such
report has been prepared in accordance with GAAP and (ii) a
certificate of such independent certified public accountants to the
Agent (A) stating that to their knowledge no Default has occurred and
is continuing or, if in their opinion a Default has occurred and is
continuing, stating the nature thereof, and (B) confirming the
calculations set forth in the officer's certificate referred to in
Section 8.1(d) delivered concurrently therewith;

(b) Quarterly Financial Statements. As soon as available,
and in any event within 45 days after the end of each of the quarters
of each fiscal year of Dynamex, beginning with the fiscal quarter
ending January 31, 1996 or, if Dynamex's fiscal year end has been
changed to December 31, December 31, 1995, a copy of (i) an unaudited
financial report of Dynamex and its consolidated Subsidiaries as of
the end of such fiscal quarter and for the portion of the fiscal year
then ended containing, on a consolidated and consolidating basis,
balance sheets and statements of income, retained earnings and cash
flow, in each case setting forth in comparative form the figures for
the corresponding period of the preceding fiscal year, all in
reasonable detail certified by a Responsible Officer of Dynamex to
have been prepared in accordance with GAAP and to fairly and
accurately present (subject to year-end audit adjustments) the
financial condition and results of operations of Dynamex and its
consolidated Subsidiaries, on a consolidated and consolidating basis,
at the date and for the periods indicated therein and (ii)
management's financial reports comparing actual financial results for
the period to the current budget for the period;

(c) Monthly Financial Statements. As soon as available,
and in any event within 30 days after the end of each calendar month,
beginning with the calendar month ending December 31, 1995, a copy of
(i) an unaudited financial report of Dynamex and its consolidated
Subsidiaries as of the end of such calendar month and for the portion
of the fiscal year then ended containing, on a consolidated and
consolidating basis, balance sheets and statements of income, retained
earnings and cash flow, in each case setting

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forth in comparative form the figures for the corresponding period of
the preceding fiscal year, all in reasonable detail certified by a
Responsible Officer of Dynamex to have been prepared in accordance
with GAAP and to fairly and accurately present (subject to year-end
audit adjustments) the financial condition and results of operations
of Dynamex and its consolidated Subsidiaries, on a consolidated and
consolidating basis, at the date and for the periods indicated therein
and (ii) management's financial reports comparing actual financial
results for the period to the current budget for the period;

(d) Certificate of No Default. Concurrently with the
delivery of each of the financial statements referred to in Sections
8.1(a), 8.1(b) and 8.1(c), a certificate of a Responsible Officer of
Dynamex (i) stating that, to the best of such officer's knowledge, no
Default has occurred and is continuing or, if a Default has occurred
and is continuing, stating the nature thereof and the action that has
been taken and is proposed to be taken with respect thereto, and (ii)
showing (with respect to each certificate delivered concurrently with
the delivery of each of the financial statements referred to in
Section 8.1(a) or 8.1(b)) in reasonable detail the calculations
demonstrating compliance with Article 10;

(e) Applicable Margin Certificate. Concurrently with the
delivery of each of the financial statements referred to in Section
8.1(b), a certificate of a Responsible Officer of Dynamex showing in
reasonable detail the calculation of the Applicable Margin as of the
next Calculation Date;

(f) Borrowing Base Reports and Agings. As soon as
available and in any event within 30 days after the end of each month,
and, in any event from time to time upon the request of the Agent, (i)
a Borrowing Base Report duly completed, (ii) an aged trial balance of
all then-existing Receivables and all then-existing accounts payable
of the Revolving Credit Loans Borrowers and Parcelway Canada, and
(iii) a detailed schedule of all Inventory and the locations thereof;

(g) Budget. As soon as available and in any event before
the beginning of each fiscal year of Dynamex, a copy of the budget of
Dynamex and its Subsidiaries for such fiscal year (segregated by
entity and quarter and setting forth all material assumptions);

(h) Management Letters. Promptly upon any request
therefor by the Agent, a copy of any management letter or written
report submitted to any Loan Party by independent certified public
accountants with respect to the business, condition (financial or
otherwise), operations, prospects or Properties of any such Person;

(i) Notice of Litigation. Promptly after the
commencement thereof, notice of all actions, suits and proceedings
before any Governmental Authority or arbitrator affecting any Loan
Party which, if determined adversely to any such Person, could have a
Material Adverse Effect;

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(j) Notice of Default. As soon as possible and in any
event immediately upon (i) any Borrower's knowledge of the occurrence
of any Default a written notice setting forth the details of such
Default and the action that such Borrower has taken and proposes to
take with respect thereto and (ii) the failure of Dynamex to make any
required payment of principal, premium (if any), interest or other
payment of or with respect to any Subordinated Debt or the occurrence
of any other default or event of default with respect to any
Subordinated Debt, a written notice setting forth the details thereof
and the action that Dynamex has taken or proposes to take with respect
thereto;

(k) ERISA and Canadian Plan Reports. Promptly after the
filing or receipt thereof, copies of all reports, including annual
reports, and notices which any Loan Party or any of its ERISA
Affiliates files with or receives from the PBGC or the U.S. Department
of Labor under ERISA or the PBGF or a Canadian Pension Authority under
Canadian Pension and Benefits Law; and as soon as possible and in any
event within five days after any such Person knows or has reason to
know that any Pension Plan or Canadian Pension Plan is insolvent, or
that any Reportable Event or Prohibited Transaction has occurred with
respect to any Plan or Multiemployer Plan, or that any tax or penalty
could become payable under Canadian Pension and Benefits Law with
respect to any Canadian Plan, or that the PBGC, any Canadian Pension
Authority, any Loan Party or any ERISA Affiliate has instituted or
will institute proceedings under ERISA or Canadian Pension and
Benefits Law to terminate or withdraw from or reorganize any Pension
Plan or Canadian Pension Plan, a certificate of a Responsible Officer
of such Loan Party setting forth the details as to such insolvency,
withdrawal, Reportable Event, Prohibited Transaction, tax or penalty
or termination and the action that such Loan Party has taken and
proposes to take with respect thereto;

(l) Reports to Other Creditors. Promptly after the
furnishing thereof, a copy of any statement or report furnished by any
Loan Party to any other party pursuant to the terms of any indenture,
loan, stock purchase or credit or similar agreement and not otherwise
required to be furnished to the Agent and the Lenders pursuant to any
other subsection of this Section 8.1;

(m) Notice of Material Adverse Effect. Within five
Business Days after any Borrower becomes aware thereof, written notice
of any matter that could reasonably be expected to have a Material
Adverse Effect;

(n) Proxy Statements, Etc. As soon as available, one
copy of each financial statement, report, notice or proxy statement
sent by any Loan Party to its stockholders generally and one copy of
each regular, periodic or special report, registration statement or
prospectus filed by any Loan Party with any securities exchange or the
Securities and Exchange Commission or any successor agency, and of all
press releases and other statements made by any of the Loan Parties to
the public containing material developments in its business;

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(o) Notice of New Properties and Subsidiaries.
Concurrently with the delivery of each of the financial statements
referred to in Sections 8.1(a), 8.1(b) and 8.1(c), notice of (i) any
real Property acquired or any lease of real Property which meets the
criteria set forth in Section 5.4 entered into by Dynamex or any of
its Subsidiaries as lessee, (ii) any additional patents, copyrights
and trademarks of a material nature, and any other Intellectual
Property of a material nature of which the Agent should be aware in
order to ensure its Lien thereon, acquired by Dynamex or any of its
Subsidiaries, and (iii) the creation or acquisition of any Subsidiary
of Dynamex after the Closing Date and subsequent to the last delivery
of such information;

(p) Appraisals. From time to time if the Agent
determines that such appraisals are required to comply with applicable
Governmental Requirements or to syndicate the Loans, appraisals of the
real Properties of Dynamex and its Subsidiaries reasonably
satisfactory in form and substance to the Agent (which appraisals
shall be at the expense of the Borrowers except if and to the extent
that such appraisals are required by the Agent on more than two
occasions during any fiscal year of Dynamex);

(q) Insurance. Within 60 days prior to the end of each
fiscal year of Dynamex, a report in form and substance reasonably
satisfactory to the Agent summarizing all material insurance coverage
maintained by Dynamex and its Subsidiaries as of the date of such
report and all material insurance coverage planned to be maintained by
such Persons in the subsequent fiscal year;

(r) Plan Information. From time to time, as reasonably
requested by the Agent or any Lender, such books, records and other
documents relating to any Pension Plan or Canadian Pension Plan as the
Agent or any Lender shall specify; prior to any termination, partial
termination or merger of a Pension Plan or Canadian Pension Plan
covering employees of any Borrower or any ERISA Affiliate, or a
transfer of assets of a Pension Plan or Canadian Pension Plan covering
employees of any Borrower or any ERISA Affiliate, written notification
thereof; promptly upon any Borrower's receipt thereof, a copy of any
determination letter or advisory opinion regarding any Pension Plan or
Canadian Pension Plan received from any Governmental Authority and any
amendment or modification thereto as may be necessary as a condition
to obtaining a favorable determination letter or advisory opinion; and
promptly upon the occurrence thereof, written notification of any
action requested by any Governmental Authority to be taken as a
condition to any such determination letter or advisory opinion;

(s) Environmental Assessments and Notices. Promptly
after the receipt thereof, a copy of each environmental assessment
(including any analysis relating thereto) prepared with respect to any
real Property of any Loan Party and each notice sent by any
Governmental Authority relating to any failure or alleged failure to
comply with any Environmental Law or any liability with respect
thereto;

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(t) Permitted Holders. Within 30 days after the Closing
Date, a list of the identities of each of the Permitted Holders and
the record and beneficial ownership of Dynamex Common Stock of each
such Permitted Holder;

(u) General Information. Promptly, such other
information concerning the Loan Parties and their respective
Subsidiaries as the Agent or any Lender may from time to time
reasonably request; and

(v) Purchase Price Adjustment. Within five days after
such post-closing adjustment to the purchase price is agreed to in
accordance with the Mayne Nickless Acquisition Agreement, a copy of
each of the "Post-Closing Balance Sheet" and the "Adjustment Report"
to be delivered in accordance with the Mayne Nickless Acquisition
Agreement and notification of any post-closing adjustment to the
purchase price agreed to in accordance with the Mayne Nickless
Acquisition Agreement.

Section 8.2 Maintenance of Existence Conduct of Business. Each
of the Borrowers will, and will cause Dynamex and each of its Subsidiaries to,
preserve and maintain its corporate or other entity existence (except for
mergers of Subsidiaries permitted by Section 9.3) and all of its material
leases, privileges, licenses, Permits, franchises, qualifications, Intellectual
Property, intangible Property and rights that are necessary or appropriate in
the ordinary conduct of its business. Each of the Borrowers will, and will
cause each of its Subsidiaries to, conduct its business in an orderly and
efficient manner in accordance with good business practices.

Section 8.3 Maintenance of Properties. Each of the Borrowers
will, and will cause Dynamex and each of its Subsidiaries to, maintain, keep
and preserve all of its material Properties necessary or appropriate in the
proper conduct of its business in good repair, working order and condition
(ordinary wear and tear excepted) and make all necessary repairs, renewals,
replacements, betterments and improvements thereof.

Section 8.4 Taxes and Claims. Each of the Borrowers will, and
will cause Dynamex and each of its Subsidiaries to, pay or discharge at or
before maturity or before becoming delinquent (a) all taxes, levies,
assessments and governmental charges imposed on it or its income or profits or
any of its Property and (b) all lawful claims for labor, material and supplies,
which, if unpaid, might become a Lien upon any of its Property; provided,
however, that neither any Borrower nor any of its Subsidiaries shall be
required to pay or discharge any tax, levy, assessment or governmental charge
or claim for labor, material or supplies whose amount, applicability or
validity is being contested in good faith by appropriate proceedings being
diligently pursued and for which adequate reserves have been established under
GAAP.

Section 8.5 Insurance. (a) Each of the Borrowers will, and will
cause Dynamex and each of its Subsidiaries to, keep insured by financially
sound and reputable insurers all Property of a character usually insured by
responsible corporations engaged in the same or a similar business similarly
situated against loss or damage of the kinds and in the amounts customarily
insured against by such corporations or entities and carry such other insurance
as is usually

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carried by such corporations or entities, provided that in any event each of
the Borrowers and its Subsidiaries (as appropriate) will maintain:

(i) Property Insurance -- Insurance against loss or damage
covering substantially all of the tangible real and personal
Property and improvements of such Borrower and each of its
Subsidiaries by reason of any Peril (as defined below) in such
amounts (subject to any deductibles as shall be satisfactory
to the Agent) as shall be reasonable and customary and
sufficient to avoid the insured named therein from becoming a
co-insurer of any loss under such policy, but in any event in
such amounts as are reasonably available as determined by
Dynamex's independent insurance broker reasonably acceptable
to the Agent.

(ii) Automobile Liability Insurance for Bodily Injury and Property
Damage -- Insurance in respect of all vehicles (whether owned,
hired or rented by such Borrower or any of its Subsidiaries)
at any time located at, or used in connection with, its
Properties or operations against liabilities for bodily injury
and Property damage in such amounts as are then customary for
vehicles used in connection with similar Properties and
businesses, but in any event to the extent required by
applicable law.

(iii) Comprehensive General Liability Insurance -- Insurance against
claims for bodily injury, death or Property damage occurring
on, in or about the Property (and adjoining streets, sidewalks
and waterways) of such Borrower and its Subsidiaries, in such
amounts as are then customary for Property similar in use in
the jurisdictions where such Properties are located.

(iv) Worker's Compensation Insurance -- Worker's compensation
insurance (including employers' liability insurance) to the
extent required by applicable law, which may be self-insurance
to the extent permitted by applicable law.

Such insurance shall be written by financially responsible companies selected
by the Borrowers and having an A.M. Best Rating of "A-" or better and being in
a financial size category of "VI" or larger, or by other companies reasonably
acceptable to the Agent. Each policy referred to in this Section 8.5 shall
provide that it will not be canceled, amended or reduced except after not less
than 30 days' prior written notice to the Agent and shall also provide that the
interests of the Agent and the Lenders shall not be invalidated by any act or
negligence of any Borrower or any of its Subsidiaries. The Borrowers will
advise the Agent promptly of any policy cancellation, reduction or amendment.
For purposes hereof, the term "Peril" shall mean, collectively, fire,
lightning, flood, windstorm, hail, explosion, riot and civil commotion,
vandalism and malicious mischief, damage from aircraft, vehicles and smoke and
other perils covered by the "all-risk" endorsement then in use in the
jurisdictions where the Properties of the Borrowers and their Subsidiaries are
located.

(b) The Borrowers will cause each Insurance Recovery (other than
any portion of an Insurance Recovery payable to a landlord to repair or replace
Property leased by any Borrower

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or any of its Subsidiaries) to be deposited promptly with the Agent as security
for the Obligations. If no Default shall have occurred and be continuing, the
applicable Borrower or Borrowers may use each such Insurance Recovery to
repair, restore or replace the Property that was the subject of such Insurance
Recovery. An Insurance Recovery will only be released to a Borrower pursuant
to this Section 8.5(b) upon delivery by such Borrower to the Agent of evidence
reasonably satisfactory to the Agent of the expenditure of amounts in repair,
restoration or replacement of the Property that was the subject of the
Insurance Recovery or the purchase of other, similar Property for use in such
Borrower's or its Subsidiary's (as applicable) business. The Borrowers will
promptly pay all Excess Insurance Proceeds to the Agent for application against
the Obligations in accordance with Section 2.7(b).

(c) If a Default shall have occurred and be continuing, the
Borrowers will cause all proceeds of insurance paid on account of the loss of
or damage to any Property of a Borrower or any of its Subsidiaries and all
awards of compensation for any Property of such Borrower or any of its
Subsidiaries taken by condemnation or eminent domain to be paid directly to the
Agent to be applied against or held as security for the Obligations, at the
election of the Agent and the Required Lenders.

Section 8.6 Inspection Rights. The Borrowers will, and will
cause Dynamex and each of its Subsidiaries to, permit representatives and
agents of the Agent and each Lender, during normal business hours and upon
reasonable notice to Dynamex, to examine, copy and make extracts from its books
and records, to visit and inspect its Properties and to discuss its business,
operations and financial condition with its officers and independent certified
public accountants. The Borrowers will authorize their accountants in writing
(with a copy to the Agent) to comply with this Section 8.6. The Agent or its
representatives may, at any time and from time to time at the Borrowers'
expense, conduct field exams to verify the Borrowing Base and for such other
purposes as the Agent may reasonably request; provided, however, that, prior to
the occurrence of a Default, no more than three such field exams during any
fiscal year shall be at the Borrowers' expense.

Section 8.7 Keeping Books and Records. Each of the Borrowers
will, and will cause Dynamex and each of its Subsidiaries to, maintain
appropriate books of record and account in accordance with GAAP consistently
applied in which true, full and correct entries will be made of all their
respective dealings and business affairs. If any changes in accounting
principles from those used in the preparation of the financial statements
referenced in Section 8.1 are hereafter required or permitted by GAAP and are
adopted by any Borrower or any of its Subsidiaries with the concurrence of its
independent certified public accountants and such changes in GAAP result in a
change in the method of calculation or the interpretation of any of the
financial covenants, standards or terms found in Section 8.1 or Article 10 or
any other provision of this Agreement, the Borrowers and the Required Lenders
agree to amend any such affected terms and provisions so as to reflect such
changes in GAAP with the result that the criteria for evaluating such
Borrower's or such Subsidiaries' financial condition shall be the same after
such changes in GAAP as if such changes in GAAP had not been made; provided
that, until any necessary amendments have been made, the certificate required
to be delivered under Section 8.1(d) hereof demonstrating compliance with
Article 10 shall include calculations setting forth the adjustments

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from the relevant items as shown in the current financial statements based on
the changes to GAAP to the corresponding items based on GAAP as used in the
financial statements referenced in Section 7.2(a), in order to demonstrate how
such financial covenant compliance was derived from the current financial
statements.

Section 8.8 Compliance with Laws. Each of the Borrowers will,
and will cause Dynamex and each of its Subsidiaries to, comply with all
applicable Governmental Requirements, except for instances of noncompliance
that could not have, individually or in the aggregate, a Material Adverse
Effect.

Section 8.9 Compliance with Agreements. Each of the Borrowers
will, and will cause Dynamex and each of its Subsidiaries to, comply with all
agreements, documents and instruments binding on it or affecting its Properties
or business, except for instances of noncompliance that could not have,
individually or in the aggregate, a Material Adverse Effect. Each of the
Borrowers will comply with all terms and provisions of the Subordinated Debt
Documents which are intended to benefit the holders of any "Senior Debt" (as
such term is defined in the Air Canada Subordinated Note and the Shareholders
Subordinated Notes), including, without limitation, the terms and provisions of
Section 2(c) and Section 3 of the Air Canada Subordinated Note and the terms
and provisions of Article 2 of the Shareholders Subordinated Notes.

Section 8.10 Further Assurances. Each of the Borrowers will, and
will cause Dynamex and each of its Subsidiaries to, execute and deliver such
further agreements, documents and instruments and take such further action as
may be requested by the Agent to carry out the provisions and purposes of this
Agreement and the other Loan Documents, to evidence the Obligations and to
create, preserve, maintain and perfect the Liens of the Agent for the benefit
of itself and the Lenders in and to the Collateral and the required priority of
such Liens. Without limiting the generality of the foregoing, each of the
Borrowers will, and will cause Dynamex and each of its Subsidiaries to, use all
reasonable efforts to obtain agreements (e.g., landlord and mortgagee consents
and waivers) of the owners of the leased real properties and the lenders of
such owners, in form and substance reasonably satisfactory to the Agent, as the
Agent may request from time to time.

Section 8.11 ERISA; Canadian Plans. Each of the Borrowers will,
and will cause Dynamex and each of its ERISA Affiliates to, comply with all
minimum funding requirements and all other material requirements of ERISA and
Canadian Pension and Benefits Law, if applicable, so as not to give rise to any
liability thereunder.

Section 8.12 Interest Rate Protection Agreements. On or before
the earlier to occur of (a) 180 days after the Funding Date or (b) the time (if
any) when the Eurodollar Rate for an Interest Period of one month equals or
exceeds 6 1/2%, the Borrowers shall enter into and, until the sum of the
outstanding principal amount of the Term Loans plus Revolving Credit Loans
Commitments does not exceed $8,250,000, maintain in full force and effect, one
or more Interest Rate Protection Agreements reasonably satisfactory to the
Agent with one or more of the Lenders or with one or more other counterparties
rated as specified in Section 9.1(f) and

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otherwise reasonably acceptable to the Agent that enable the Borrowers to fix
or place a limit upon the rate of interest payable with respect to not less
than fifty percent (50%) of the aggregate principal amount of the Loans
outstanding from time to time.

Section 8.13 Trade Accounts Payable. Each of the Borrowers will,
and will cause Dynamex and each of its Subsidiaries to, pay all trade accounts
payable before the same become more than 90 days past due, except (a) trade
accounts payable contested in good faith or (b) trade accounts payable in an
aggregate amount not to exceed at any time outstanding $100,000 and with
respect to which no proceeding to enforce collection has been commenced or, to
the knowledge of any Borrower, threatened.

Section 8.14 Unified Cash Management System. If required by the
Agent, Dynamex and each of its Subsidiaries will maintain a unified cash
management system and will ensure, and will cause Dynamex and each of its
Subsidiaries to ensure, that all proceeds of all Collateral are (a) deposited
directly, as received, into a collection account of Dynamex or such Subsidiary
(as applicable) and (b) on a daily basis after such deposit, transferred into a
Concentration Account of Dynamex or such Subsidiary (as applicable). If
required by the Agent, each of the Borrowers will maintain in effect, and will
cause Dynamex and each of its Subsidiaries to maintain in effect, an agreement
governing each of its collection accounts and its Concentration Account in the
form approved by the Agent in accordance with Section 6.1(dd) or a similar
agreement in form and substance satisfactory to the Agent with a depository
bank satisfactory to the Agent.

Section 8.15 Indemnifications under Acquisition Documents. In the
event that, after the occurrence and during the continuation of a Default,
Dynamex or any of its Subsidiaries is or becomes aware of any material right or
claim (or probable right or claim) of indemnification in favor of it arising
under any of the Mayne Nickless Acquisition Documents which it does not intend
to pursue within reasonable promptness after it has become aware thereof, then
(a) Dynamex will promptly notify the Agent and the Lenders of such fact and the
basis of such right or claim in reasonable detail and (b) upon the request of
the Agent or the Required Lenders, Dynamex will execute and deliver and/or
cause its appropriate Subsidiary to execute and deliver (as applicable) a power
of attorney in form and substance reasonably satisfactory to the Agent pursuant
to which the Agent may, in the name of Dynamex or any of its Subsidiaries (as
applicable), take all actions that may be necessary or appropriate to
diligently pursue such right or claim.

Section 8.16 Ownership of Subsidiaries and Mergers of Certain
Subsidiaries. Dynamex shall at all times own all issued and outstanding
Capital Stock of Parcelway Canada, Dynamex East, Dynamex West, Parcelway
Courier, Parcelway International, Parcelway Illinois and Parcelway III, and
Parcelway Canada shall at all times own all issued and outstanding Capital
Stock of Parcelway B.C. Within 180 days after the Funding Date, each of the
Borrowers will cause Parcelway Courier, Parcelway International, Parcelway
Illinois and Parcelway III to be merged with and into Parcelway East or
Parcelway West pursuant to a merger in which Parcelway East or Parcelway West
(as applicable) is the surviving corporation, which mergers shall be pursuant
to terms and provisions reasonably acceptable to the Agent; provided, however,

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that no such merger shall be required or permitted if such merger is prohibited
by Section 9.3 or if such merger would be materially adverse to Dynamex,
Dynamex East or Dynamex West.

ARTICLE 9

Negative Covenants

Each of Dynamex and each of its Subsidiaries jointly and severally
covenants and agrees that, as long as the Obligations or any part thereof are
outstanding or any Lender has any Commitment hereunder, it will perform and
observe, or cause to be performed and observed, the following covenants:

Section 9.1 Debt. Each of the Borrowers will not, and will not
permit Dynamex or any of its Subsidiaries to, incur, create, assume or permit
to exist any Debt, except:

(a) Debt of Dynamex and its Subsidiaries to the Lenders
pursuant to the Loan Documents;

(b) Existing Debt described on Schedule 7.10 hereto and
renewals, extensions or refinancings of such Debt which do not
increase the outstanding principal amount of such Debt and the terms
and provisions of which are not materially more onerous than the terms
and conditions of such Debt on the Closing Date; provided, however,
that the Debt listed on Schedules 2.10(b)(ii) and 2.10(c)(ii) which is
to be paid in full on the Funding Date shall be excluded for purposes
of this clause (b) on and after the Funding Date and the Debt of
Parcelway Illinois listed on Schedule 2.10(b)(ii) which is required
to be paid in full during January 1996 shall be excluded for purposes
of this clause (b) on and after the earlier to occur of the date of
such payment or February 1, 1996;

(c) Purchase money Debt secured by purchase money Liens,
which Debt and Liens are permitted under and meet all of the
requirements of clause (g) of the definition of Permitted Liens
contained in Section 1.1;

(d) Prior to the Funding Date, Debt of Parcelway Canada
evidenced by the Original Air Canada Subordinated Note; and on and
after the Funding Date, the Air Canada Subordinated Debt, the
Shareholders Subordinated Debt and such other Subordinated Debt, if
any, of Dynamex as may have been approved by the Agent in writing
prior to the incurrence thereof if (but only if) such Subordinated
Debt is subject to such subordination and other terms and provisions
as may be required by the Agent and is otherwise in form and substance
satisfactory to the Agent.

(e) Intercompany Debt between or among Dynamex and any of
its Wholly-Owned Subsidiaries incurred in the ordinary course of
business, subject to the following requirements: (i) the aggregate
principal amount of all loans made by

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Dynamex to its Wholly-Owned Subsidiaries and outstanding at any time
shall not exceed $16,600,000; and (ii) any and all of the Debt
permitted pursuant to this Section 9.1(e) shall be unsecured, shall be
evidenced by instruments satisfactory to the Agent which will be
pledged to the Agent for the benefit of the Agent and the Lenders and
shall be subordinated to the Obligations pursuant to a subordination
agreement in form and substance satisfactory to the Agent, provided,
however, that temporary advances made from time to time in the
ordinary course of business not to exceed $100,000 in aggregate
principal amount at any time owing by any such Person (Dynamex or its
Wholly-Owned Subsidiary, as applicable) shall not be required to be so
evidenced, pledged or subordinated;

(f) Debt under Interest Rate Protection Agreements
required by Section 8.12, provided that each counterparty shall be
rated in one of the two highest rating categories of Standard and
Poors Corporation or Moody's Investors Service, Inc.; and

(g) Liabilities of a Borrower in respect of unfunded
vested benefits under any Plan if and to the extent that the existence
of such liabilities will not constitute, cause or result in a Default.

Section 9.2 Limitation on Liens. Each of the Borrowers will not,
and will not permit Dynamex or any of its Subsidiaries to, incur, create,
assume or permit to exist any Lien upon any of its Property or revenues,
whether now owned or hereafter acquired, except Permitted Liens.

Section 9.3 Mergers, Etc. Each of the Borrowers will not, and
will not permit Dynamex or its Subsidiaries to, (a) become a party to a merger
or consolidation, (b) wind-up, dissolve or liquidate itself, or (c) purchase or
acquire all or a material or substantial part of the business or Properties of
any Person (other than pursuant to the Mayne Nickless Acquisition); provided,
however, that any of Parcelway Courier, Parcelway International, Parcelway
Illinois or Parcelway III may merge with and into Dynamex East or Dynamex West
if Dynamex East or Dynamex West, respectively, is the surviving corporation in
such merger and if, at the time of such merger, the merging corporation (i.e.,
Parcelway Courier, Parcelway International, Parcelway Illinois or Parcelway
III, as applicable) is Solvent.

Section 9.4 Restricted Payments. Each of the Borrowers will not,
and will not permit Dynamex or any of its Subsidiaries to, make any Restricted
Payments, except:

(a) Subject to the subordination provisions relating
thereto, Dynamex may (i) make regularly scheduled payments of interest
on the Air Canada Subordinated Note and the Shareholders Subordinated
Notes and (ii) repay the principal of the Shareholders Subordinated
Notes with any Net Proceeds of a Public Offering of Capital Stock of
Dynamex remaining after the mandatory prepayment of the principal of
the Term Loans in accordance with Section 2.7(d).

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(b) Subsidiaries of Dynamex may declare and pay dividends
to Dynamex to the extent permitted by applicable law; provided,
however, that no Borrower may declare or pay any dividend to Dynamex
if, at the time of such declaration or payment or immediately after
giving effect thereto, such Borrower is not Solvent or would be
rendered not Solvent.

(d) Purchases by Dynamex of shares of Dynamex Common
Stock from employees of Dynamex or its Subsidiaries upon the
termination of the employment of such employees, provided that the
amount paid therefor shall not exceed the fair market value of such
shares to be purchased and shall not exceed $100,000 in the aggregate
during any fiscal year and Dynamex shall grant to the Agent, for the
benefit of the Agent and the Lenders, a Lien on all of such shares
purchased by Dynamex as security for the Obligations pursuant to a
pledge agreement in form and substance reasonably satisfactory to the
Agent;

provided, however, that no Restricted Payments may be made pursuant to clauses
(a), (b), (d) or (e) preceding if a Default exists at the time of such
Restricted Payment or would result therefrom.

Section 9.5 Investments. Each of the Borrowers will not, and
will not permit Dynamex or any of its Subsidiaries to, make or permit to remain
outstanding any advance, loan, extension of credit or capital contribution to
or investment in any Person, or purchase or own any stock, bonds, notes,
debentures or other securities of any Person, or be or become a joint venturer
with or partner of any Person (all such transactions being herein called
"Investments"), except:

(a) Investments in obligations or securities received in
settlement of debts (created in the ordinary course of business) owing
to a Borrower or any of its Subsidiaries;

(b) Existing Investments identified on Schedule 9.5
hereto;

(c) Investments in securities issued or guaranteed by the
U.S. or, with respect to Parcelway Canada and its Subsidiaries, Canada
or any agency thereof with maturities of one year or less from the
date of acquisition;

(d) Investments in certificates of deposit and Eurodollar
time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any Lender or
with any domestic commercial bank having capital and surplus in excess
of $500,000,000;

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(e) Investments in repurchase obligations with a term of
not more than seven days for securities of the types described in
clause (c) preceding with any Lender or with any domestic commercial
bank having capital and surplus in excess of $500,000,000;

(f) Investments in commercial paper of a domestic issuer
rated A-1 or better or P-1 or better by Standard & Poor's Corporation
or Moody's Investors Services, Inc., respectively, maturing not more
than six months from the date of acquisition;

(g) Investments (other than Intercompany Debt referred to
in clause (h) below) by a Borrower in its Subsidiaries existing on the
Closing Date and additional Investments by a Borrower in its
Subsidiaries made after the Closing Date in an aggregate amount, as to
each such Borrower, not to exceed $1,000,000 at any time outstanding;
provided, however, that the aggregate amount of Investments that may
be made after the Closing Date in Parcelway Canada or any of its
Subsidiaries or in any other non-U.S. Subsidiary of Dynamex shall not
exceed $500,000; and

(h) Intercompany Debt permitted pursuant to Section
9.1(e);

provided, however, that no Investments may be made by the Borrower pursuant to
clauses (g) or (h) preceding if a Default exists at the time of such Investment
or would result therefrom.

Section 9.6 Limitation on Issuance of Capital Stock. Each of the
Borrowers will not, and will not permit Dynamex or any of its Subsidiaries to,
at any time issue, sell, assign or otherwise dispose of (a) any of its Capital
Stock, (b) any securities exchangeable for or convertible into or carrying any
rights to acquire any of its Capital Stock, or (c) any option, warrant or other
right to acquire any of its Capital Stock; provided, however, that, if and to
the extent not otherwise prohibited by this Agreement or the other Loan
Documents (i) a Subsidiary of Dynamex may issue additional shares of its
Capital Stock to Dynamex for full and fair consideration, (ii) any Subsidiary
of a Borrower may issue additional shares of its Capital Stock to such Borrower
or another Subsidiary of such Borrower if and to the extent that the percentage
ownership of such Capital Stock owned by the owners thereof as of the Closing
Date does not change and (iii) Dynamex may issue additional shares of its
Capital Stock for full and fair consideration; provided, further, however, that
all of such additional shares of Capital Stock referred to in clauses (i), (ii)
and (iii) preceding shall be pledged to the Agent, on behalf of the Agent and
the Lenders, as security for the Obligations pursuant to a pledge agreement in
form and substance reasonably satisfactory to the Agent, except that such
shares of Capital Stock of Dynamex referred to in clause (iii) preceding shall
be required to be so pledged only to the extent required by Section 5.3.

Section 9.7 Transactions with Affiliates. Except for (a) the
payment of salaries in the ordinary course of business consistent with prudent
business practices, (b) the furnishing of employment benefits in the ordinary
course of business consistent with prudent business practices, and (c) the
payment of investment banking fees to Hoak Securities Corp. in connection with
the Mayne Nickless Acquisition in an aggregate amount not to exceed $165,000,
each of the Borrowers will not, and will not permit Dynamex or any of its
Subsidiaries to, enter into any

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transaction, including, without limitation, the purchase, sale or exchange of
Property or the rendering of any service, with any Affiliate of such Borrower
or such Subsidiary except in the ordinary course of and pursuant to the
reasonable requirements of such Borrower's or such Subsidiary's business and
upon fair and reasonable terms no less favorable to such Borrower or such
Subsidiary, respectively, than would be obtained in a comparable arms-length
transaction with a Person not an Affiliate of such Borrower or such Subsidiary,
respectively.

Section 9.8 Disposition of Property. Each of the Borrowers will
not, and will not permit Dynamex or any of its Subsidiaries to, sell, lease,
assign, transfer or otherwise dispose of any of its Property, except:

(a) dispositions of Inventory in the ordinary course of
business;

(b) Asset Dispositions by Dynamex and its Subsidiaries to
Persons other than Dynamex and its Subsidiaries made in the ordinary
course of business if each of the following conditions have been
satisfied: (i) the Net Proceeds from any single Asset Disposition or
series of related Asset Dispositions in any fiscal year of Dynamex do
not exceed $100,000 and the cumulative Net Proceeds from all Asset
Dispositions donot exceed $500,000, (ii) the consideration received by
Dynamex or its Subsidiaries is at least equal to the fair market value
of such assets (as set forth in a certificate satisfactory in form and
substance to, and delivered to, the Agent and signed by a Responsible
Officer of Dynamex or such Subsidiary, as applicable), (iii) the full
consideration for such Asset Disposition is payable at the closing,
and (iv) no Default exists at the time of or will result from such
Asset Disposition;

(c) Asset Dispositions by Dynamex and its Subsidiaries to
a Borrower or any Wholly-Owned Subsidiary of a Borrower if each of the
following conditions have been satisfied: (i) the aggregate fair
market value of the assets sold, disposed of or otherwise transferred
by a Borrower and its Subsidiaries and transferred to a Subsidiary of
such Borrower shall not exceed $100,000 in aggregate amount during any
fiscal year, (ii) the assets sold, disposed of or otherwise
transferred to a Subsidiary of such Borrower shall continue to be
subject to a perfected, first priority Lien (except for Permitted
Liens, if any, which are expressly permitted by the Loan Documents to
have priority over the Liens in favor of the Agent) in favor of the
Agent and the Lenders, and (iii) no Default exists at the time of or
will result from such Asset Disposition; and

(d) dispositions of Property no longer used or useful in
the ordinary course of business.

Section 9.9 Sale and Leaseback. Each of the Borrowers will not,
and will not permit any of its Subsidiaries to, enter into any arrangement with
any Person pursuant to which it leases from such Person real or personal
Property that has been or is to be sold or transferred, directly or indirectly,
by it to such Person.

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Section 9.10 Lines of Business. Each of the Borrowers will not,
and will not permit Dynamex or any of its Subsidiaries to, (a) engage in any
line or lines of business activity other than the businesses in which they are
engaged on the Closing Date and lines of business reasonably related thereto or
(b) discontinue any line or lines of business in which they are engaged on the
Closing Date.

Section 9.11 Environmental Protection. Each of the Borrowers will
not, and will not permit Dynamex or any of its Subsidiaries to, (a) use (or
permit any tenant to use) any of its Properties for the handling, processing,
storage, transportation or disposal of any Hazardous Material except in
compliance with applicable Environmental Laws, (b) generate any Hazardous
Material except in compliance with applicable Environmental Laws, (c) conduct
any activity that is likely to cause a Release or threatened Release of any
Hazardous Material in violation of any Environmental Law, or (d) otherwise
conduct any activity or use any of its Properties in any manner, that violates
or is likely to violate any Environmental Law or create any Environmental
Liabilities for which such Borrower or any of its Subsidiaries would be
responsible, except for circumstances or events described in clauses (a)
through (d) preceding that could not, individually or in the aggregate, have a
Material Adverse Effect.

Section 9.12 Intercompany Transactions. Except as may be
expressly permitted or required by the Loan Documents, each of the Borrowers
will not, and will not permit Dynamex or any of its Subsidiaries to, create or
otherwisecause or permit to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to (a)
pay dividends or make any other distribution to such Borrower or any of its
Subsidiaries in respect of such Subsidiary's Capital Stock or with respect to
any other interest or participation in, or measured by, its profits, (b) pay
any indebtedness owed to a Borrower or any of its Subsidiaries, (c) make any
loan or advance to a Borrower or any of its Subsidiaries, (d) participate in
the Unified Cash Management System, or (e) sell, lease or transfer any of its
Property to a Borrower or any of its Subsidiaries.

Section 9.13 Management Fees. Except for (a) reasonable
consulting fees paid to Hoak Capital Corporation on an arms-length basis for
specific services rendered and (b) reasonable consulting fees paid to George M.
Siegel on an arms-length basis for specific services rendered in accordance
with the Siegel Consulting Agreement as the same currently exists (all of which
fees have been disclosed to the Agent in writing and all of which other fees
shall be disclosed to the Agent in writing prior to payment), each of the
Borrowers will not, and will not permit Dynamex or any of its Subsidiaries to,
pay any management, consulting or similar fees (excluding directors' fees) to
any Affiliate of such Borrower or to any director, officer or employee of such
Borrower or any Affiliate of such Borrower (exclusive of reasonable investment
banking fees payable by Dynamex to Hoak Securities Corp. in connection with a
Public Offering); provided that (a) no such management, consulting or similar
fees may be paid upon the occurrence and during the continuance of a Default,
(b) the aggregate of all such management, consulting and similar fees paid by
Dynamex and its Subsidiaries to Hoak Capital Corporation during any fiscal year
shall not exceed $100,000 and (c) the aggregate of all such management,
consulting and similar fees paid by Dynamex and its Subsidiaries to George M.
Siegel during any fiscal year shall not exceed $120,000.

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Section 9.14 Modification of Other Agreements. Each of the
Borrowers will not, and will not permit Dynamex or any of its Subsidiaries to,
consent to or implement any termination, amendment, modification, supplement or
waiver of (a) the Subordinated Debt Documents, (b) the Dynamex Equity
Documents, (c) the Acquisition Documents, (d) the certificate or articles of
incorporation or bylaws (or analogous constitutional documents) of Dynamex or
any of its Subsidiaries, or (e) any other Material Contract to which it is a
party or any Permit which it possesses; provided, however, that Dynamex and its
Subsidiaries may amend or modify the agreements, documents and instruments
referred to in clauses (b), (c), (d), and (e) preceding if and to the extent
that such amendment or modification (i) is not substantive or material, or (ii)
could not be materially adverse to the Agent or the Lenders and could not have
a Material Adverse Effect. Without limiting the generality of and in addition
to the foregoing, each of the Borrowers will not, and will not permit Dynamex
or any of its Subsidiaries to, consent to or implement any termination,
amendment, modification, supplement or waiver of the Subordinated Debt
Documents (A) to increase the principal amount of any Subordinated Debt, (B) to
shorten the maturity of, or any date for the payment of any principal of or
interest on, any Subordinated Debt, (C) to increase the rate of interest on or
with respect to any Subordinated Debt, (D) to otherwise amend or modify the
payment or subordination terms of any Subordinated Debt, (E) to increase any
cost, fee or expense payable by Dynamex or any of its Subsidiaries, (F) to
provide any Collateral or security for payment or collection of any
Subordinated Debt, or (G) in any other respect that could be materially adverse
to Dynamex or any of its Subsidiaries or the Agent or the Lenders.

Section 9.15 Bank Accounts. Each of the Borrowers will not, and
will not permit Dynamex or any of its Subsidiaries to, create or maintain any
bank accounts other than those listed on Schedule 7.23 hereto or consented to
in writing by the Agent, which consent shall not be unreasonably withheld.

Section 9.16 ERISA and Canadian Plans. Each of the Borrowers will
not, and will not permit Dynamex or any of its Subsidiaries to:

(a) allow, or take (or permit any ERISA Affiliate to
take) any action which would cause, any unfunded or unreserved
liability for benefits under any Plan (exclusive of any Multiemployer
Plan) or Canadian Plan to exist or to be created that exceeds $100,000
with respect to any such Plan or $200,000 with respect to all such
Plans or Canadian Plans in the aggregate on either a going concern or
a wind-up basis; or

(b) with respect to any Multiemployer Plan, allow, or
take (or permit any ERISA Affiliate to take) any action which would
cause, any unfunded or unreserved liability for benefits under any
Multiemployer Plan to exist or to be created, either individually as
to any such Plan or in the aggregate as to all such Plans, that could,
upon any partial or complete withdrawal from or termination of any
such Multiemployer Plan or Plans, have a Material Adverse Effect.

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ARTICLE 10

Financial Covenants

Section 10.1 Ratio of Senior Funded Debt to EBITDA. Dynamex and
its Subsidiaries will not permit the ratio, calculated as of the end of each
fiscal quarter of Dynamex commencing with the fiscal quarter ended March 31,
1996, of (i) Senior Funded Debt to (ii) EBITDA for the four fiscal quarters of
Dynamex then ended, or, if calculated as of the end of any fiscal quarter ended
prior to December 31, 1996, for the period consisting of the greatest number of
fiscal quarters ended subsequent to the Funding Date on an annualized basis, to
exceed the ratio set forth below for the period during which such fiscal
quarter end occurs:

Period Ratio
------ -----
From the Funding Date through December 30, 1996 3.00 to 1.00
From December 31, 1996, and at all times thereafter 2.75 to 1.00

Section 10.2 Fixed Charge Coverage Ratio. Dynamex and its
Subsidiaries will not permit the Fixed Charge Coverage Ratio, calculated as of
the end of each fiscal quarter of Dynamex commencing with the fiscal quarter
ended March 31, 1996, for the four fiscal quarters of Dynamex then ended, or,
if calculated as of the end of any fiscal quarter ended prior to December 31,
1996, for the period consisting of the greatest number of fiscal quarters ended
subsequent to the Funding Date on an annualized basis, to be less than the
ratio set forth below for the period during which such fiscal quarter end
occurs:

Period Ratio
------ -----

From the Closing Date and at all times thereafter 1.50 to 1.00

Section 10.3 Current Maturities Coverage Ratio. Dynamex and its
Subsidiaries will not permit the Current Maturities Coverage Ratio, calculated
as of the end of each fiscal quarter of Dynamex commencing with the fiscal
quarter ended March 31, 1996, for the four fiscal quarters of Dynamex then
ended, or, if calculated as of the end of any fiscal quarter ended prior to
December 31, 1996, for the period consisting of the greatest number of fiscal
quarters ended subsequent to the Funding Date on an annualized basis, to be
less than the ratio set forth below for the period during which such fiscal
quarter end occurs:

Period Ratio
------ -----

From the Closing Date and at all times thereafter 1.75 to 1.00

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Section 10.4 Capital Expenditures. Dynamex and its Subsidiaries
will not permit the aggregate Capital Expenditures of Dynamex and its
Subsidiaries to exceed $1,000,000 during any fiscal year.

ARTICLE 11

Default

Section 11.1 Events of Default. Each of the following shall be
deemed an "Event of Default":

(a) Any Borrower shall fail to pay, repay or prepay when
due any amount of principal or interest owing to the Agent or any
Lender pursuant to this Agreement or any other Loan Document, or shall
fail to pay within five days after the due date thereof any fee,
expense or other amount or other Obligation owing to the Agent or any
Lender pursuant to this Agreement or any other Loan Document.

(b) Any representation or warranty made or deemed made by
Dynamex or any of its Subsidiaries or by any Loan Party in any Loan
Document or in any certificate, report, notice or financial statement
furnished at any time in connection with this Agreement or any other
Loan Document shall be false, misleading or erroneous in any material
respect when made or deemed to have been made.

(c) Dynamex or any of its Subsidiaries shall fail to
perform, observe or comply with any covenant, agreement or term
contained in Sections 5.1, 5.2, 8.1(f), 8.1(j), 8.1(m), 8.2 (other
than the last sentence of Section 8.2), 8.6, 8.7, 8.8, 8.9 or 8.10,
Article 9 or Article 10 of this Agreement; Dynamex or any of its
Subsidiaries shall fail to perform, observe or comply with any
covenant, agreement or term contained in Sections 5.3, 8.1 (other than
Sections 8.1(f), 8.1(j), or 8.1(m)), 8.4, 8.5, 8.13 or 8.14 and such
failure is not remedied or waived within ten days after such failure
commenced; Dynamex or any of its Subsidiaries Borrower shall fail to
perform, observe or comply with any covenant, agreement or term
contained in any Security Agreement, subject to any (if any) grace
period applicable to such covenant, agreement or term contained in
such Security Agreement; any Guarantor shall fail to perform, observe
or comply with any covenant, agreement or term contained in its
Guaranty, subject to any (if any) grace period applicable to such
covenant, agreement or term in this Agreement to the extent this
Agreement is incorporated therein by reference; or any Loan Party
shall fail to perform, observe or comply with any other covenant,
agreement or term contained in this Agreement or any other Loan
Document (other than covenants to pay the Obligations) and such
failure is not remedied or waived within the earlier to occur of 30
days after such failure commenced or, if a different grace period is
expressly made applicable in such other Loan Documents, such
applicable grace period.

(d) Any of the Loan Parties ceases to be Solvent or shall
admit in writing its inability to, or be generally unable to, pay its
debts as such debts become due.

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(e) Any Loan Party shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian,
trustee, examiner, liquidator or the like of itself or of all or any
substantial part of its Property, (ii) make a general assignment for
the benefit of its creditors, (iii) commence a voluntary case under
the United States Bankruptcy Code or the Bankruptcy and Insolvency Act
(Canada) (individually and collectively, as now or hereafter in
effect, the "Bankruptcy Code"), (iv) institute any proceeding or file
a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, liquidation, dissolution,
winding-up or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing
to, any petition filed against it in an involuntary case under the
Bankruptcy Code, or (vi) take any corporate or other action for the
purpose of effecting any of the foregoing.

(f) A proceeding or case shall be commenced, without the
application, approval or consent of any of the Loan Parties in any
court of competent jurisdiction, seeking (i) its reorganization,
liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a
receiver, custodian, trustee, examiner, liquidator or the like of any
of the Loan Parties or of all or any substantial part of its Property,
or (iii) similar relief in respect of any of the Loan Parties under
any law relating to bankruptcy, insolvency, reorganization, winding-up
or composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving
or ordering any of the foregoing shall be entered and continue
unstayed and in effect, for a period of 60 or more days; or an order
for relief against any of the Loan Parties shall be entered in an
involuntary case under the Bankruptcy Code.

(g) Any of the Loan Parties shall fail to discharge
within a period of 30 days after the commencement thereof any
attachment, sequestration, forfeiture or similar proceeding or
proceedings involving an aggregate amount in excess of $50,000 against
any of its Properties.

(h) A final judgment or judgments for the payment of
money in excess of $50,000 in the aggregate shall be rendered by a
court or courts against the Loan Parties or any of them on claims not
covered by insurance or as to which the insurance carrier has denied
responsibility and the same shall not be discharged, or a stay of
execution thereof shall not be procured, within five days from the
date of entry thereof and the Loan Parties shall not, within said
period of five days, or such longer period during which execution of
the same shall have been stayed, appeal therefrom and cause the
execution thereof to be stayed during such appeal.

(i) Any of the Loan Parties shall fail to pay when due
any principal of or interest on any Debt (other than the Obligations)
having (either individually or in the aggregate) a principal amount of
at least $100,000, or the maturity of any such Debt shall have been
accelerated, or any such Debt shall have been required to be prepaid
prior to the stated maturity thereof, or any event shall have occurred
(and shall not have

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been waived or otherwise cured) that permits (or, with the giving of
notice or lapse of time or both, would permit) any holder or holders
of such Debt or any Person acting on behalf of such holder or holders
to accelerate the maturity thereof or require any such prepayment.

(j) This Agreement or any other Loan Document shall cease
to be in full force and effect or shall be declared null and void or
the validity or enforceability thereof shall be contested or
challenged by any Loan Party or any of its shareholders, or any Loan
Party shall deny that it has any further liability or obligation under
any of the Loan Documents, or any Lien created by the Loan Documents
shall for any reason cease to be a valid, first priority perfected
Lien (except for Permitted Liens, if any, which are expressly
permitted by the Loan Documents to have priority over the Liens in
favor of the Agent) upon any of the Collateral purported to be covered
thereby.

(k) Any of the following events shall occur or exist with
respect to any Loan Party or any ERISA Affiliate: (i) any Prohibited
Transaction involving any Plan or any event or investment which could
reasonably be expected to render any Loan Party, Canadian Plan or
funding agent thereof liable for any tax or penalty under Canadian
Pension and Benefits Law; (ii) any Reportable Event with respect to
any Pension Plan; (iii) the filing under Section 4041 of ERISA or
under Canadian Pension and Benefits Law of a notice of intent to
terminate any Pension Plan or Canadian Pension Plan or the termination
of any Pension Plan or Canadian Pension Plan; (iv) any event or
circumstance that could reasonably be expected to constitute grounds
entitling the PBGC or a Canadian Pension Authority under Canadian
Pension and Benefits Law to institute proceedings under Section 4042
of ERISA or under Canadian Pension and Benefits Law for the
termination of, or for the appointment of a trustee to administer, any
Pension Plan or Canadian Pension Plan, or the institution by the PBGC
or a Canadian Pension Authority under Canadian Pension and Benefits
Law of any such proceedings; (v) any "accumulated funding deficiency"
(as defined in Section 406 of ERISA or Section 412 of the Code),
whether or not waived, shall exist with respect to any Plan; or (vi)
complete or partial withdrawal under Section 4201 or 4204 of ERISA
from a Plan or the reorganization, insolvency or termination of any
Pension Plan or Canadian Pension Plan; and in each case above, such
event or condition, together with all other events or conditions, if
any, have subjected or could in the reasonable opinion of Required
Lenders subject any Loan Party or any ERISA Affiliate to any tax,
penalty or other liability to a Plan, a Multiemployer Plan, the PBGC,
a Canadian Plan, the PBGF or otherwise (or any combination thereof)
which in the aggregate exceed or could reasonably be expected to
exceed $100,000.

(l) The occurrence of a Change of Control.

(m) If, at any time, the subordination provisions of any
of the Subordinated Debt Documents shall be invalidated or shall
otherwise cease to be in full force and effect.

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(n) The occurrence of (i) a default under (including,
without limitation, a "Default" as such term is used or defined in)
the Air Canada Subordinated Note, any Shareholders Subordinated Notes
or any other Subordinated Debt Documents, unless (A) such default has
been waived, cured or consented to in accordance with such documents,
(B) such default is not a payment default, (C) the maturity of the
Debt affected thereby has not been accelerated, (D) a blockage under
the Subordinated Debt Documents has not been invoked, and (E) such
waiver or consent is not made in connection with any amendment or
modification of any such Subordinated Debt Documents or in connection
with any payment to the holders of any Subordinated Debt, (ii) a
payment default under (including, without limitation, a payment
"Default" as such term is used or defined in) the Air Canada
Subordinated Note, any Shareholders Subordinated Notes or any other
Subordinated Debt Documents, (iii) an event of default under
(including, without limitation, an "Event of Default" as such term is
used or defined in) the Air Canada Subordinated Note, any Shareholders
Subordinated Notes or any other Subordinated Debt Documents, or (iv)
any acceleration of the maturity of the Air Canada Subordinated Note,
any Shareholders Subordinated Notes or any other Subordinated Debt.

(o) If, at any time, any event or circumstance shall
occur which gives any holder of the Air Canada Subordinated Note, any
Shareholders Subordinated Notes or any other Subordinated Debt the
right to request or require Dynamex or any of its Subsidiaries to
redeem, purchase or prepay any Debt evidenced by the Air Canada
Subordinated Note, any Shareholders Subordinated Notes or any other
Subordinated Debt, other than the consummation of a Public Offering of
the Capital Stock of Dynamex which shall give Dynamex the right to
prepay the Shareholders Subordinated Debt to the extent permitted by
Section 9.4(a).

(p) The occurrence of any Material Adverse Effect.

(q) Prior to the consummation of an initial public
offering of common stock of Dynamex, Richard K. McClelland shall cease
to be the chief executive officer of Dynamex and shall not be promptly
replaced in such capacity by an individual acceptable to the Agent.

Section 11.2 Remedies. If any Event of Default shall occur and be
continuing, the Agent may and, if directed by the Required Lenders, the Agent
shall do any one or more of the following:

(a) Acceleration. Declare all outstanding principal of
and accrued and unpaid interest on the Loans and all other amounts
payable by any Borrower under the Loan Documents immediately due and
payable, and the same shall thereupon become immediately due and
payable, without notice, demand, presentment, notice of dishonor,
notice of acceleration, notice of intent to accelerate, protest or
other formalities of any kind, all of which are hereby expressly
waived by the Borrowers;

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(b) Termination of Commitments. Terminate the
Commitments without notice to the Borrowers;

(d) Foreclosure. Foreclose or otherwise enforce any Lien
granted to the Agent for the benefit of the Agent and the Lenders to
secure payment and performance of the Obligations in accordance with
the terms of the Loan Documents; or

(e) Rights. Exercise any and all rights and remedies
afforded by the laws of the State of Texas, Canada or any other
jurisdiction, by any of the Loan Documents, by equity or otherwise;

provided, however, that upon (i) the occurrence of an Event of Default under
Section 11.1(e) or Section 11.1(f), the Commitments of all of the Lenders shall
immediately and automatically terminate, and the outstanding principal of and
accrued and unpaid interest on the Loans and all other amounts payable by the
Borrowers under the Loan Documents shall thereupon become immediately and
automatically due and payable, and (ii) upon the occurrence of an Event of
Default under clause (iv) of Section 11.1(n) or under Section 11.1(o), the
outstanding principal of and accrued and unpaid interest on the Loans and all
other amounts payable by the Borrowers under the Loan Documents shall thereupon
become immediately and automatically due and payable, all (with respect to each
of clause (i) and (ii) preceding) without notice, demand, presentment, notice
of dishonor, notice of acceleration, notice of intent to accelerate, protest or
other formalities of any kind, all of which are hereby expressly waived by the
Borrowers.

Section 11.3 Performance by the Agent. If any Loan Party shall
fail to perform any covenant or agreement in accordance with the terms of the
Loan Documents, the Agent may, at the direction of the Required Lenders,
perform or attempt to perform such covenant or agreement on behalf of such Loan
Party. In such event, the Borrowers shall, at the request of the Agent,
promptly pay any amount expended by the Agent or the Lenders in connection with
such performance or attempted performance to the Agent at the Principal Office,
together with interest thereon at the applicable Default Rate from and
including the date of such expenditure to but excluding the date such
expenditure is paid in full. Notwithstanding the foregoing, it is expressly
agreed that neither the Agent nor any Lender shall have any liability or
responsibility for the performance of any obligation of the Borrowers or any
other Loan Party under this Agreement or any of the other Loan Documents.

Section 11.4 Judgment Currency. If, for the purpose of obtaining
judgment in any court in any jurisdiction with respect to this Agreement or any
other Loan Document or the Collateral, it becomes necessary to convert into the
currency of such jurisdiction (herein called the "Judgment Currency") any
amount due hereunder in any currency other than the Judgment Currency, then
conversion shall be made at the rate of exchange prevailing on the Business Day
before the day on which judgment is given. For this purpose, "rate of
exchange" means the rate at which the Agent is able, on the relevant date, to
sell the currency of the amount due hereunder in Toronto, Ontario against the
Judgment Currency. In the event that there is a

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change in the rate of exchange prevailing between the Business Day before the
day on which the judgment is given and the date of payment of the amount due,
the Borrowers jointly and severally agree that they will, on the date of
payment, pay such additional amounts (if any) as may be necessary to ensure
that the amount paid on such date is the amount in the Judgment Currency which,
when converted at the rate of exchange prevailing on the date of payment, is
the amount then due under this Agreement in Cdn. Dollars or Dollars, as the
case may be. Any additional amount due under this Section 11.4 will be due as
a separate indebtedness and shall not be affected by judgment being obtained
for any other sums due under or in respect of this Agreement or any other Loan
Document.

ARTICLE 12

The Agent

Section 12.1 Appointment, Powers and Immunities. Each Lender
hereby irrevocably appoints and authorizes the Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. Neither the Agent nor any of its Affiliates, officers,
directors, employees, attorneys or agents shall be liable for any action taken
or omitted to be taken by any of them hereunder or otherwise in connection with
this Agreement or any of the other Loan Documents except for its or their own
gross negligence or willful misconduct. Without limiting the generality of the
preceding sentence, the Agent (a) may treat the payee of any Note as the holder
thereof until the Agent receives written notice of the assignment or transfer
thereof signed by such payee and in form satisfactory to the Agent, (b) shall
have no duties or responsibilities except those expressly set forth in this
Agreement and the other Loan Documents, and shall not by reason of this
Agreement or any other Loan Document be a trustee or fiduciary for any Lender,
(c) shall not be required to initiate any litigation or collection proceedings
hereunder or under any other Loan Document except to the extent requested by
the Required Lenders, (d) shall not be responsible to the Lenders for any
recitals, statements, representations or warranties contained in this Agreement
or any other Loan Document, or any certificate or other document referred to or
provided for in, or received by any of them under, this Agreement or any other
Loan Document, or for the value, validity, effectiveness, enforceability or
sufficiency of this Agreement or any other Loan Document or any other document
referred to or provided for herein or therein or for any failure by any Person
to perform any of its obligations hereunder or thereunder, (e) may consult with
legal counsel (including counsel for any Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts, and (f) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing reasonably believed by it
to be genuine and signed or sent by the proper party or parties. As to any
matters not expressly provided for by this Agreement, the Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder in
accordance with instructions signed by the Required Lenders, and such
instructions of the Required Lenders and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders; provided,

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however, that the Agent shall not be required to take any action which exposes
the Agent to liability or which is contrary to this Agreement or any other Loan
Document or applicable law.

Section 12.2 Rights of Agent as a Lender. With respect to its
Commitments, the Loans made by it and the Notes issued to it, NationsBank (and
any successor acting as Agent) in its capacity as a Lender hereunder shall have
the same rights and powers hereunder as any other Lender and may exercise the
same as though it were not acting as the Agent, and the term "Lender" or
"Lenders" shall, unless the context otherwise indicates, include the Agent
in-its individual capacity. The Agent and its Affiliates may (without having
to account therefor to any Lender) accept deposits from, lend money to, act as
trustee under indentures of, provide merchant banking services to, own
securities of, and generally engage in any kind of banking, trust or other
business with, the Loan Parties or any of their Affiliates and any other Person
who may do business with or own securities of the Loan Parties or any of their
Affiliates, all as if it were not acting as the Agent and without any duty to
account therefor to the Lenders.

Section 12.3 Defaults. The Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default (other than the non-payment
of principal of or interest on the Loans or of commitment fees) unless the
Agent has received notice from a Lender or a Borrower specifying such Default
and stating that such notice is a "notice of default". In the event that the
Agent receives such a notice of the occurrence of a Default, the Agent shall
give prompt notice thereof to the Lenders (and shall give each Lender prompt
notice of each such non-payment). The Agent shall (subject to Section 12.1)
take such action with respect to such Default as shall be directed by the
Required Lenders, provided that unless and until the Agent shall have received
such directions, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default as it
shall seem advisable and in the best interest of the Lenders.

SECTION 12.4 INDEMNIFICATION. EACH LENDER HEREBY AGREES TO
INDEMNIFY THE AGENT FROM AND HOLD THE AGENT HARMLESS AGAINST (TO THE EXTENT NOT
REIMBURSED UNDER SECTIONS 13.1 AND 13.2, BUT WITHOUT LIMITING THE OBLIGATIONS
OF THE BORROWERS UNDER SECTIONS 13.1 AND 13.2), RATABLY IN ACCORDANCE WITH ITS
PRO RATA SHARE (CALCULATED ON THE BASIS OF THE AGGREGATE COMMITMENT
PERCENTAGES), ANY AND ALL LIABILITIES (INCLUDING, WITHOUT LIMITATION,
ENVIRONMENTAL LIABILITIES), OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES) AND
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST THE AGENT IN ANY WAY RELATING TO OR ARISING OUT
OF ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY THE
AGENT UNDER OR IN RESPECT OF ANY OF THE LOAN DOCUMENTS; PROVIDED, FURTHER, THAT
NO LENDER SHALL BE LIABLE FOR ANY PORTION OF THE FOREGOING TO THE EXTENT CAUSED
BY THE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF
THE FOREGOING, IT IS THE EXPRESS INTENTION OF THE LENDERS THAT THE

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AGENT SHALL BE INDEMNIFIED HEREUNDER FROM AND HELD HARMLESS AGAINST ALL OF SUCH
LIABILITIES (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES),
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, DEFICIENCIES,
SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES) AND DISBURSEMENTS OF ANY
KIND OR NATURE DIRECTLY OR INDIRECTLY ARISING OUT OF OR RESULTING FROM THE SOLE
OR CONTRIBUTORY NEGLIGENCE OF THE AGENT (EXCEPT TO THE EXTENT THE SAME ARE
CAUSED BY THE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). WITHOUT
LIMITING ANY OTHER PROVISION OF THIS SECTION 12.4, EACH LENDER AGREES TO
REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS PRO RATA SHARE (CALCULATED ON
THE BASIS OF THE AGGREGATE COMMITMENT PERCENTAGES) OF ANY AND ALL OUT-OF-POCKET
EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY THE AGENT IN CONNECTION WITH
THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT
OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE)
OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THE LOAN
DOCUMENTS, TO THE EXTENT THAT THE AGENT IS NOT PROMPTLY REIMBURSED FOR SUCH
EXPENSES BY THE BORROWERS.

Section 12.5 Independent Credit Decisions. Each Lender agrees
that it has independently and without reliance on the Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of Dynamex and its Subsidiaries and
the other Loan Parties and its own decision to enter into this Agreement and
that it will, independently and without reliance upon the Agent or any other
Lender, and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or any of the other Loan
Documents. The Agent shall not be required to keep itself informed as to the
performance or observance by any Loan Party of this Agreement or any other Loan
Document or to inspect the Properties or books of any Loan Party. Except for
notices, reports and other documents and information expressly required to be
furnished to the Lenders by the Agent hereunder or under the other Loan
Documents, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other financial information concerning the affairs,
financial condition or business of any Loan Party (or any of their Affiliates)
which may come into the possession of the Agent or any of its Affiliates.

Section 12.6 Several Commitments. The Commitments and other
obligations of the Lenders under this Agreement are several. The default by
any Lender in making a Loan in accordance with its Commitment shall not relieve
the other Lenders of their obligations under this Agreement. In the event of
any default by any Lender in making any Loan, each nondefaulting Lender shall
be obligated to make its Loan but shall not be obligated to advance the amount
which the defaulting Lender was required to advance hereunder. In no event
shall any Lender be required to advance an amount or amounts with respect to
any of the Loans which would in the aggregate exceed such Lender's Commitment
with respect to such Loans. No Lender shall be responsible for any act or
omission of any other Lender.

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Section 12.7 Successor Agent. Subject to the appointment and
acceptance of a successor Agent as provided below, the Agent may resign at any
time by giving notice thereof to the Lenders and the Borrowers. Upon any such
resignation, the Required Lenders will have the right to appoint another Lender
as a successor Agent. If no successor Agent shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent's giving of notice of resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be
a commercial bank organized under the laws of the U.S. or any state thereof or
of a foreign country if acting through its U.S. branch and having combined
capital and surplus of at least $100,000,000. Upon the acceptance of its
appointment as successor Agent, such successor Agent shall thereupon succeed to
and become vested with all rights, powers, privileges, immunities and duties of
the resigning Agent, and the resigning Agent shall be discharged from its
duties and obligations under this Agreement and the other Loan Documents. After
any Agent's resignation as Agent, the provisions of this Article 12 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was the Agent. Each Agent (including each successor
Agent) agrees that, so long as it is acting as Agent under this Agreement, it
shall be a Lender under this Agreement.

ARTICLE 13

Miscellaneous

Section 13.1 Expenses. Whether or not the transactions
contemplated hereby are consummated, each of the Borrowers hereby jointly and
severally agrees, on demand, to pay or reimburse the Agent and each of the
Lenders for paying: (a) all reasonable out-of-pocket costs and expenses of the
Agent accruing on or after November 30, 1995, in connection with the
preparation, negotiation, execution and delivery of this Agreement and the
other Loan Documents, and any and all waivers, amendments, modifications,
renewals, extensions and supplements thereof and thereto, and the syndication
of the Commitments and the Loans, including, without limitation, the reasonable
fees and expenses of legal counsel for the Agent, (b) all reasonable
out-of-pocket costs and expenses of the Agent and the Lenders in connection
with any Default, the exercise of any right or remedy and the enforcement of
this Agreement or any other Loan Document or any term or provision hereof or
thereof, including, without limitation, the reasonable fees and expenses of all
legal counsel for the Agent and/or any Lender (unless, with respect to legal
counsel of any Lender other than NationsBank, the Agent has not approved of the
payment by the Borrowers of the fees and expenses of such counsel), (c) all
transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any Governmental Authority in respect of this Agreement or any of the
other Loan Documents, (d) all costs, expenses, assessments and other charges
incurred in connection with any filing, registration, recording or perfection
of any Lien contemplated by this Agreement or any other Loan Document, and (e)
all reasonable out-of-pocket costs and expenses incurred by the Agent in
connection with due diligence, computer services, copying, appraisals,
environmental audits, collateral audits, field exams, insurance, consultants
and search reports.

SECTION 13.2 INDEMNIFICATION. EACH OF THE BORROWERS HEREBY
JOINTLY AND SEVERALLY AGREES TO INDEMNIFY THE AGENT AND EACH

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LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, ATTORNEYS AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST,
ANY AND ALL LOSSES, LIABILITIES (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL
LIABILITIES), CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND CONSULTANTS' FEES) TO WHICH ANY
OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO
(A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION OR
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS, (C) THE RELATED TRANSACTIONS, (D) ANY
BREACH BY ANY LOAN PARTY OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER
AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (E) THE USE OR PROPOSED USE
OF ANY LOAN, (F) ANY AND ALL TAXES, LEVEES, DEDUCTIONS AND CHARGES IMPOSED ON
THE AGENT OR ANY LENDER IN RESPECT OF ANY LOAN, (G) THE PRESENCE, RELEASE,
THREATENED RELEASE, DISPOSAL, REMOVAL OR CLEANUP OF ANY HAZARDOUS MATERIAL
LOCATED ON, ABOUT, WITHIN OR AFFECTING ANY OF THE PROPERTIES OF ANY LOAN PARTY,
EXCEPT TO THE EXTENT THAT THE LOSS, DAMAGE OR CLAIM IS THE DIRECT RESULT OF AN
INTENTIONAL AND AFFIRMATIVE ACT BY THE PERSON TO BE INDEMNIFIED THAT
CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON, OR (H) ANY
INVESTIGATION, LITIGATION OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION,
ANY THREATENED INVESTIGATION, LITIGATION OR OTHER PROCEEDING RELATING TO ANY OF
THE FOREGOING; BUT EXCLUDING ANY OF THE FOREGOING TO THE EXTENT CAUSED BY THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED. WITHOUT
LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS
THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED
UNDER THIS SECTION 13.2 SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY
AND ALL LOSSES, LIABILITIES (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL
LIABILITIES), CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RESULTING
FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH PERSON. THE OBLIGATIONS OF
THE BORROWERS UNDER THIS SECTION 13.2 SHALL SURVIVE THE REPAYMENT OF THE LOANS
AND OTHER OBLIGATIONS AND TERMINATION OF THE COMMITMENTS.

Section 13.3 Limitation of Liability. None of the Agent, any
Lender or any Affiliate, officer, director, employee, attorney or agent thereof
shall be liable for any error of judgment or act done in good faith, or be
otherwise liable or responsible under any circumstances whatsoever (including
such Person's negligence), except for such Person's gross negligence or willful
misconduct. None of the Agent, any Lender or any Affiliate, officer, director,
employee, attorney or agent thereof shall have any liability with respect to,
and each of the

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Borrowers hereby waives, releases and agrees not to sue any of them upon, any
claim for any special, indirect, incidental or consequential damages suffered
or incurred by any Borrower or any other Loan Party in connection with, arising
out of or in any way related to this Agreement or any of the other Loan
Documents, or any of the transactions contemplated by this Agreement or any of
the other Loan Documents. Each of the Borrowers hereby waives, releases and
agrees not to sue the Agent or any Lender or any of their respective
Affiliates, officers, directors, employees, attorneys or agents for exemplary
or punitive damages in respect of any claim in connection with, arising out of
or in any way related to this Agreement or any of the other Loan Documents, or
any of the transactions contemplated by this Agreement or any of the other Loan
Documents.

Section 13.4 No Duty. All attorneys, accountants, appraisers and
other professional Persons and consultants retained by the Agent and the
Lenders shall have the right to act exclusively in the interest of the Agent
and the Lenders and shall have no duty of disclosure, duty of loyalty, duty of
care or other duty or obligation of any type or nature whatsoever to Dynamex or
any of its Subsidiaries or any of their shareholders or any other Person.

Section 13.5 No Fiduciary Relationship. The relationship between
each Borrower and each Lender is solely that of debtor and creditor, and
neither the Agent nor any Lender has any fiduciary or other special
relationship with any Borrower or any other Loan Party, and no term or
condition of any of the Loan Documents shall be construed so as to deem the
relationship between any Borrower and any Lender, or any other Loan Party and
any Lender, to be other than that of debtor and creditor. No joint venture or
partnership is created by this Agreement among the Lenders or among any
Borrower or any other Loan Party and the Lenders.

Section 13.6 Equitable Relief. Each of the Borrowers recognizes
that, in the event it fails to pay, perform, observe or discharge any or all of
the Obligations, any remedy at law may prove to be inadequate relief to the
Agent and the Lenders. Each of the Borrowers therefore agrees that the Agent
and the Lenders, if the Agent or the Lenders so request, shall be entitled to
temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages.

Section 13.7 No Waiver; Cumulative Remedies. No failure on the
part of the Agent or any Lender to exercise and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege under this
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under
this Agreement or any other Loan Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided for in this Agreement and the other Loan Documents
are cumulative and not exclusive of any rights and remedies provided by law.

Section 13.8 Successors and Assigns.

(a) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Neither any
Borrower nor any other Loan Party

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may assign or transfer any of its rights or obligations under this Agreement or
any other Loan Document without the prior written consent of the Agent and the
Lenders. Any Lender may sell participations in all or a portion of its rights
and obligations under this Agreement and the other Loan Documents (including,
without limitation, all or a portion of its Commitments and the Loans owing to
it); provided, however, that (i) such Lender's obligations under this Agreement
and the other Loan Documents (including, without limitation, its Commitments)
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
Borrowers for the performance of such obligations, (iii) such Lender shall
remain the holder of its Notes for all purposes of this Agreement, and (iv) the
Borrowers shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents.

(b) Each of the Borrowers and each of the Lenders agree that any
Lender (the "Assigning Lender") may at any time assign to one or more Eligible
Assignees all, or a proportionate part of all, of its rights and obligations
under this Agreement and the other Loan Documents (including, without
limitation, its Commitments and Loans) (each an "Assignee"); provided, however,
that (i) each such assignment may be of a varying percentage of the Assigning
Lender's rights and obligations under this Agreement and the other Loan
Documents and may relate to some but not all of such rights and/or obligations,
(ii) except in the case of an assignment of all of a Lender's rights and
obligations under this Agreement and the other Loan Documents, the amount of
the Commitments and Loans of the Assigning Lender being assigned pursuant to
each assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than the lesser of
(A) an aggregate amount equal to $1,000,000 calculated based upon the sum of
the Revolving Credit Loans Commitment assigned (or, if such Commitment has
terminated or expired, the aggregate outstanding principal amount of the
Revolving Credit Loans assigned) plus the aggregate outstanding principal
amount of the Term Loans assigned, or (B) an aggregate amount equal to five
percent of the sum of the aggregate outstanding Revolving Credit Loans
Commitments (or, if such Commitments have terminated or expired, the aggregate
outstanding principal amount of the Revolving Credit Loans) plus the aggregate
outstanding principal amount of the Term Loans, and (iii) the parties to each
such assignment shall execute and deliver to the Agent for its acceptance and
recording in the Register (as defined below), an Assignment and Acceptance,
together with the Notes subject to such assignment, and a processing and
recordation fee of $2,500. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five Business Days after the
execution thereof or such other date as may be approved by the Agent, (1) the
Assignee thereunder shall be a party hereto as a "Lender" and, to the extent
that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and under the Loan Documents, and (2) the Assigning Lender thereunder
shall, to the extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement and the other Loan Documents
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of a Lender's rights and obligations under the Loan Documents, such
Lender shall cease to be a party thereto,

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provided that such Lender's rights under Article 4, Section 13.1 and Section
13.2 accrued through the date of assignment shall continue.

(c) By executing and delivering an Assignment and Acceptance, the
Assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such Assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any other instrument
or document furnished pursuant thereto; (ii) such Assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition or results of operations of any Loan Party or the
performance or observance by any Loan Party of its obligations under the Loan
Documents; (iii) such Assignee confirms that it has received a copy of the
other Loan Documents, together with copies of the financial statements referred
to in Section 7.2 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such Assignee will, independently and without
reliance upon the Agent or such Assigning Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and
the other Loan Documents; (v) such Assignee confirms that it is an Eligible
Assignee; (vi) such Assignee appoints and authorizes the Agent to take such
action as agent on its behalf and exercise such powers under the Loan Documents
as are delegated to the Agent by the terms thereof, together with such powers
as are reasonably incidental thereto; and (vii) such Assignee agrees that it
will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender.

(d) The Agent shall maintain at its Principal Office a copy of
each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Lenders and the
Commitments of, and principal amount of the Loans owing to, each Lender from
time to time (the "Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrowers, the
Agent and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes under the Loan Documents. The
Register shall be available for inspection by any Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by
an Assigning Lender and Assignee representing that it is an Eligible Assignee,
together with the Notes subject to such assignment, the Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form
of Exhibit A hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register, and (iii) give prompt written
notice thereof to the applicable Borrower or Borrowers. Within five Business
Days after its receipt of such notice the applicable Borrower or Borrowers, at
its or their expense, shall execute and deliver to the Agent in exchange for
each surrendered Note evidencing particular Loans, a new Note evidencing each
such Loans payable to the order of such Eligible Assignee in an amount equal to
such Loans assigned to it and, if the Assigning Lender has retained any Loans,
a new

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Note evidencing each such Loans payable to the order of the Assigning Lender in
the amount of such Loans retained by it (each such promissory note shall
constitute a "Note" for purposes of the Loan Documents). Such new Notes shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibits C, D and E hereto, as
applicable.

(f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
13.8, disclose to the Assignee or participant or proposed Assignee or
participant any information relating to Dynamex or any of its Subsidiaries or
any other Loan Party furnished to such Lender by or on behalf of Dynamex or any
of its Subsidiaries or any other Loan Party; provided that each such actual or
proposed Assignee or participant shall agree to be bound by the provisions of
Section 13.20.

(g) Any Lender may assign and pledge all or any of the Notes held
by it to any Federal Reserve Bank or the U.S. Treasury as collateral security
pursuant to Regulation A of the Board of Governors of the Federal Reserve
System and any operating circular issued by such Federal Reserve System and/or
Federal Reserve Bank; provided, however, that any payment made by a Borrower
for the benefit of such assigning and/or pledging Lender in accordance with the
terms of the Loan Documents shall satisfy such Borrower's obligations under the
Loan Documents in respect thereof to the extent of such payment. No such
assignment and/or pledge shall release the assigning and/or pledging Lender
from its obligations hereunder.

Section 13.9 Survival. All representations and warranties made or
deemed made in this Agreement or any other Loan Document or in any document,
statement or certificate furnished in connection with this Agreement shall
survive the execution and delivery of this Agreement and the other Loan
Documents and the making of the Loans, and no investigation by the Agent or any
Lender or any closing shall affect the representations and warranties or the
right of the Agent or any Lender to rely upon them. Without prejudice to the
survival of any other obligation of any Borrower hereunder, the obligations of
such Borrower under Article 4 and Sections 13.1 and 13.2 shall survive
repayment of the Loans and the other Obligations.

SECTION 13.10 ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES AND THE
OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT
AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, TERM
SHEETS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES HERETO.

Section 13.11 Amendments. No amendment or waiver of any provision
of this Agreement, the Notes or any other Loan Document to which any Borrower
is a party, nor any

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consent to any departure by such Borrower therefrom, shall in any event be
effective unless the same shall be agreed or consented to by the Required
Lenders and the Borrowers in writing, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, that no amendment, waiver or consent shall, unless in writing
and signed by all of the Lenders and the Borrowers, do any of the following:
(a) increase the Commitments of the Lenders or subject the Lenders to any
additional obligations; (b) reduce the principal of, or interest on, the Loans
or any fees or other amounts payable hereunder; (c) postpone any date fixed for
any payment (including, without limitation, any mandatory prepayment) of
principal of, or interest on, the Loans or any fees or other amounts payable
hereunder; (d) waive any of the conditions precedent specified in Article 6;
(e) change the Commitment Percentages or the aggregate unpaid principal amount
of the Loans or the number or interests of the Lenders which shall be required
for the Lenders or any of them to take any action under this Agreement; (f)
change any provision contained in Section 3.2, Section 9.14 or this Section
13.11 or modify the definition of "Borrowing Base", "Eligible Receivables" or
"Required Lenders" contained in Section 1.1; or (g) except as expressly
authorized by this Agreement, release any Collateral from any of the Liens
created by the Security Documents or release any guaranty of all or any portion
of the Obligations. Notwithstanding anything to the contrary contained in this
Section 13.11, no amendment, waiver or consent shall be made with respect to
Article 12 hereof without the prior written consent of the Agent.

Section 13.12 Maximum Interest Rate.

(a) No interest rate specified in this Agreement or any other Loan
Document shall at any time exceed the Maximum Rate. If at any time the
interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum
Rate, thereby causing the interest accruing on such Obligation to be limited to
the Maximum Rate, then any subsequent reduction in the Contract Rate for such
Obligation shall not reduce the rate of interest on such Obligation below the
Maximum Rate until the aggregate amount of interest accrued on such Obligation
equals the aggregate amount of interest which would have accrued on such
Obligation if the Contract Rate for such Obligation had at all times been in
effect.

(b) Notwithstanding anything to the contrary contained in this
Agreement or the other Loan Documents, none of the terms and provisions of this
Agreement or the other Loan Documents shall ever be construed to create a
contract or obligation to pay interest at a rate in excess of the Maximum Rate;
and neither the Agent nor any Lender shall ever charge, receive, take, collect,
reserve or apply, as interest on the Obligations, any amount in excess of the
Maximum Rate. The parties hereto agree that any interest, charge, fee, expense
or other obligation provided for in this Agreement or in the other Loan
Documents which constitutes interest under applicable law shall be, ipso facto
and under any and all circumstances, limited or reduced to an amount equal to
the lesser of (i) the amount of such interest, charge, fee, expense or other
obligation that would be payable in the absence of this Section 13.12(b) or
(ii) an amount, which when added to all other interest payable under this
Agreement and the other Loan Documents, equals the Maximum Rate. If,
notwithstanding the foregoing, the Agent or any Lender ever contracts for,
charges, receives, takes, collects, reserves or applies as interest any amount
in excess of the Maximum Rate, such amount which would be deemed

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excessive interest shall be deemed a partial payment or prepayment of principal
of the Obligations and treated hereunder as such; and if the Obligations, or
applicable portions thereof, are paid in full, any remaining excess shall
promptly be paid to the applicable Borrower or Borrowers (as appropriate). In
determining whether the interest paid or payable, under any specific
contingency, exceeds the Maximum Rate, the Borrowers, the Agent and the Lenders
shall, to the maximum extent permitted by applicable law, (i) characterize any
nonprincipal payment as an expense, fee or premium rather than as interest,
(ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize,
prorate, allocate and spread in equal or unequal parts the total amount of
interest throughout the entire contemplated term of the Obligations, or
applicable portions thereof, so that the interest rate does not exceed the
Maximum Rate at any time during the term of the Obligations; provided that, if
the unpaid principal balance is paid and performed in full prior to the end of
the full contemplated term thereof, and if the interest received for the actual
period of existence thereof exceeds the Maximum Rate, the Agent and/or the
Lenders, as appropriate, shall refund to the applicable Borrower or Borrowers
(as appropriate) the amount of such excess and, in such event, the Agent and
the Lenders shall not be subject to any penalties provided by any laws for
contracting for, charging, receiving, taking, collecting, reserving or applying
interest in excess of the Maximum Rate. In addition to the foregoing, each of
the Borrowers agrees that no provision of this Agreement or any other Loan
Document shall have the effect of imposing on any Borrower any obligation to
pay interest (as such term is defined in Section 347 of the Criminal Code of
Canada) at a rate in excess of the rate permitted by the laws of Canada if and
to the extent (if any) that such laws are applicable, after taking into account
all other amounts which must be taken into account for the purpose of such
laws, and the obligations of the Borrowers to pay interest under this Agreement
and the other Loan Documents is so limited.

(c) Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79,
Revised Civil Statutes of Texas 1925, as amended, each of the Borrowers agrees
that such Chapter 15 (which regulates certain revolving credit loan accounts
and revolving tri-party accounts) shall not govern or in any manner apply to
the Obligations.

Section 13.13 Notices. All notices and other communications
provided for in this Agreement and the other Loan Documents to which Dynamex or
any of its Subsidiaries is a party shall be given or made by telecopy or in
writing and telecopied, mailed by certified mail return receipt requested or
delivered to the intended recipient at the "Address for Notices" specified
below its name on the signature pages hereof (or, with respect to a Lender that
becomes a party to this Agreement pursuant to an assignment made in accordance
with Section 13.8, in the Assignment and Acceptance executed by it); or, as to
any party, at such other address as shall be designated by such party in a
notice to each other party given in accordance with this Section 13.13. Except
as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopy or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid; provided, however, that notices to the Agent shall
be deemed given when received by the Agent.

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SECTION 13.14 GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS. EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN CERTAIN LOAN
DOCUMENTS, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
(WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES) AND APPLICABLE LAWS OF THE
U.S. EACH OF DYNAMEX AND EACH OF ITS SUBSIDIARIES HEREBY SUBMITS TO THE NON-
EXCLUSIVE JURISDICTION OF EACH OF (1) THE U.S. DISTRICT COURT FOR THE NORTHERN
DISTRICT OF TEXAS, AND (2) ANY TEXAS STATE COURT SITTING IN DALLAS COUNTY,
TEXAS, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. EACH OF DYNAMEX AND EACH OF ITS SUBSIDIARIES HEREBY IRREVOCABLY
CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SET
FORTH UNDERNEATH ITS SIGNATURE HERETO. EACH OF DYNAMEX AND EACH OF ITS
SUBSIDIARIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORM.

Section 13.15 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

Section 13.16 Severability. Any provision of this Agreement held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Agreement and the effect thereof
shall be confined to the provision held to be invalid or illegal.

Section 13.17 Headings. The headings, captions and arrangements
used in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement.

Section 13.18 Construction. Each of Dynamex and each of its
Subsidiaries, the Agent and each Lender acknowledges that it has had the
benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Agreement and the other Loan Documents with its legal counsel
and that this Agreement and the other Loan Documents shall be construed as if
jointly drafted by the parties hereto.

Section 13.19 Independence of Covenants. All covenants hereunder
shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted
by an exception to, or be otherwise within the

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limitations of, another covenant shall not avoid the occurrence of a Default if
such action is taken or such condition exists.

Section 13.20 Confidentiality. Each Lender agrees to exercise its
best efforts to keep any information delivered or made available by any Loan
Party to it which is clearly indicated to be confidential information,
confidential from anyone other than Persons employed or retained by such Lender
who are or are expected to become engaged in evaluating, approving, structuring
or administering the Loans; provided that nothing herein shall prevent any
Lender from disclosing such information (a) to any other Lender, (b) to any
Person if reasonably incidental to the administration of the Loans, (c) upon
the order of any court or administrative agency, (d) upon the request or demand
of any regulatory agency or authority having jurisdiction over such Lender, (e)
which has been publicly disclosed, (f) in connection with any litigation to
which the Agent, any Lender or their respective Affiliates may be a party, (g)
to the extent reasonably required in connection with the exercise of any right
or remedy under the Loan Documents, (h) to such Lender's legal counsel,
independent auditors and affiliates, and (i) to any actual or proposed
participant or Assignee of all or part of its rights hereunder, so long as such
actual or proposed participant or Assignee agrees to be bound by the provisions
of this Section 13.20.

SECTION 13.21 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY
OR THE ACTIONS OF ANY LOAN PARTY, THE AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION OR ENFORCEMENT THEREOF.

Section 13.22 Approvals and Consent. Except as may be expressly
provided to the contrary in this Agreement or in the other Loan Documents (as
applicable), in any instance under this Agreement of the other Loan Documents
where the approval, consent or exercise of judgment of the Agent or any Lender
is requested or required, (a) the granting or denial of such approval or
consent and the exercise of such judgment shall be within the sole discretion
of the Agent or such Lender, respectively, and the Agent and such Lender shall
not, for any reason or to any extent, be required to grant such approval or
consent or to exercise such judgment in any particular manner, regardless of
the reasonableness of the request or the action or judgment of the Agent or
such Lender, and (b) no approval or consent of the Agent or any Lender shall in
any event be effective unless the same shall be in writing and the same shall
be effective only in the specific instance and for the specific purpose for
which given.

Section 13.23 Agent for Services of Process. Each of Dynamex and
each of its Subsidiaries hereby irrevocably designates Cypress, whose address
is One Galleria Tower, 13355 Noel Road, Suite 1650, Dallas, Texas 75240, to
receive, for and on behalf of such Person, service of process in the State of
Texas, such service being hereby acknowledged by such Person to be effective
and binding service in every respect. In the event that Cypress resigns or
ceases to serve as such Person's agent for service of process hereunder, such
Person agrees forthwith

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(a) to designate another agent for service of process in Texas, and (b) to give
prompt written notice to the Agent of the name and address of such agent. Each
of Dynamex and each of its Subsidiaries agrees that the failure of its agent
for service of process to give any notice of any such service of process to
such Person shall not impair or affect the validity of such service or of any
judgment based thereon. If, despite the foregoing, there is for any reason no
agent for service of process of such Person available to be served, then such
Person further irrevocably consents to the service of process by the mailing
thereof by the Agent or the Required Lenders by registered or certified mail,
postage prepaid, to such Person at its address listed on the signature pages
hereof. Nothing in this Section 13.23 shall affect the right of the Agent or
the Lenders to serve legal process in any other manner permitted by law or
affect the right of the Agent or any Lender to bring any action or proceeding
against Dynamex or any of its Subsidiaries or its Property in the court of any
jurisdiction.

Section 13.24 Joint and Several Obligations. Each and every
representation, warranty, covenant or agreement of the Borrowers or any two or
more Borrowers or of Dynamex and its Subsidiaries contained herein shall be,
and shall be deemed to be, the joint and several representation, warranty,
covenant and agreement of each of the Borrowers or such Borrowers or of Dynamex
and each of its Subsidiaries, respectively, and of all such Persons. In
addition, the indebtedness, liabilities and obligations of the Revolving Credit
Loans Borrowers shall be, and shall be deemed to be, the joint and several
indebtedness, liabilities and obligations of each of the Revolving Credit Loans
Borrowers and of all such Borrowers, and all indebtedness, liabilities and
obligations of the Term Loans A Borrowers shall be, and shall be deemed to be,
the joint and several indebtedness, liabilities and obligations of each of the
Term Loans A Borrowers and all of such Borrowers.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

DYNAMEX INC.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

Address for Notices:
-------------------
One Galleria Tower, Suite 1650
13355 Noel Road
Dallas, Texas 75240
Telecopy No.: (214) 960-4833
Telephone No.: (214) 960-4848
Attention: Chief Financial Officer

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<PAGE> 111
PARCELWAY COURIER SYSTEMS CANADA
LTD.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

PARCELWAY COURIER SYSTEMS (B.C.) LTD.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

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<PAGE> 112
DYNAMEX OPERATIONS EAST, INC.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

DYNAMEX OPERATIONS WEST, INC.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

106
<PAGE> 113
PARCELWAY COURIER SYSTEMS, INC.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

PARCELWAY SYSTEMS (INTERNATIONAL),
INC.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

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<PAGE> 114
PARCELWAY COURIER SYSTEMS OF
ILLINOIS, INC.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

PARCELWAY COURIER SYSTEMS III, INC.

By: /s/ STEPHEN P. SMILEY
----------------------------------
Name: Stephen P. Smiley
Title: Vice President

AGENT:
-----

NATIONSBANK OF TEXAS, N.A., as Agent

By: /s/ RUSSELL P. HARTSFIELD
----------------------------------
Name: Russell P. Hartsfield
Title: Senior Vice President

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Address for Notices:
-------------------
NationsBank of Texas, N.A.
901 Main Street, 7th Floor
Dallas, Texas 75202
Telecopy No.: (214) 508-3139
Telephone No.: (214) 508-0339
Attention: Russell P. Hartsfield
Senior Vice President

LENDERS:
-------

NATIONSBANK OF TEXAS, N.A.

Revolving Credit Loans
Commitment: $2,500,000 By: /s/ RUSSELL P. HARTSFIELD
- ---------- ----------------------------------
Name: Russell P. Hartsfield
Title: Senior Vice President

Term Loans A Address for Notices:
Commitment: $8,000,000 -------------------
- ----------
NationsBank of Texas, N.A.
901 Main Street, 7th Floor
Dallas, Texas 75202
Telecopy No.: (214) 508-3139
Term Loans B Telephone No.: (214) 508-0339
Commitment: $6,000,000 Attention: Russell P. Hartsfield
- ---------- Senior Vice President

Lending Office for Prime Rate Loans:
-----------------------------------
NationsBank of Texas, N.A.
901 Main Street, 7th Floor
Dallas, Texas 75202
Attention: Dallas Commercial Banking

Lending Office for Eurodollar Loans:
-----------------------------------
NationsBank of Texas, N.A.
901 Main Street, 7th Floor
Dallas, Texas 75202
Attention: Dallas Commercial Banking

109

<PAGE> 1
EXHIBIT 10.9

SUBORDINATED RENEWAL PROMISSORY NOTE

CDN. $3,225,000
December 28, 1995

FOR VALUE RECEIVED, Dynamex Inc. ("Dynamex") acknowledges itself
indebted and promises to pay to AIR CANADA ("Air Canada"), in lawful money of
Canada, the principal amount of CDN. THREE MILLION TWO HUNDRED AND TWENTY-FIVE
THOUSAND DOLLARS (Cdn. $3,225,000), together with interest thereon as
hereinafter described (the "Indebtedness"). This Note is issued in renewal and
replacement of that certain Promissory Note issued by Parcelway Courier Systems
Canada Ltd. ("Parcelway Canada"), a wholly-owned subsidiary of Dynamex, dated
May 31, 1995, in the original principal amount of Cdn. $6,450,000.

1. Principal and Interest. The principal amount outstanding hereunder
from time to time, and any overdue interest thereon, shall bear interest both
before and after default and judgment at a rate per annum equal to 10%,
calculated and payable quarterly in arrears on the aggregate outstanding amount
hereunder from time to time from the date hereof until payment in full of the
Indebtedness.

2. Payment.

(a) Subject to Section 3 hereof, (i) the principal amount of the
Indebtedness (Cdn. $3,225,000) shall be repaid by Dynamex to Air Canada on
March 28, 2002, and (ii) the interest accrued on the outstanding principal
amount of the Indebtedness shall be paid quarterly (in equal installments of
Cdn. $80,625) on the last day of each March, June, September and December until
the entire principal amount of the Indebtedness and all interest accrued
thereon shall be paid in full.

(b) All payments hereunder by Dynamex, shall be payable to Air
Canada at Air Canada Centre, 7373 Cote Vertu West, St. Laurent, Quebec H4Y 1H4,
Attention: P. Iaconi, Director, Corporate Development & Commercial Holdings,
or at such other place in Ontario as Air Canada may designate upon written
notice to Dynamex at least 10 business days prior to the applicable payment
date. If any payment hereunder is due on a day that is a Saturday, Sunday or
legal holiday in the province of Ontario, such payment shall become due on the
next following business day.

(c) Subject to Section 3 hereof, all Indebtedness, or any part
thereof, may be voluntarily prepaid by Dynamex at any time, and from time to
time, without notice, penalty or premium, provided, however, that no
Indebtedness, or any part thereof, may be voluntarily prepaid by Dynamex, and,
subject to Section 3 hereof, no portion of the Indebtedness other than
regularly scheduled payments of principal or interest may be retained by Air
Canada or any subsequent holder of this Note, without the prior written consent
of the Agent (as defined herein) so long as any Senior Debt (as
<PAGE> 2
defined herein) remains outstanding or any Commitment (as defined herein)
remains in effect.

(d) All payments of the Indebtedness by Dynamex to Air Canada
shall be made without deduction for any taxes or other assessments imposed by
any governmental authority (other than taxes on the net income of Air Canada).
If any such taxes or assessments are withheld or deducted by Dynamex (it being
understood that Dynamex hereby covenants to withhold and deduct all such
payments to the extent legally required), Dynamex shall make such additional
payments in such amounts so that every net payment of principal and interest on
the Indebtedness, after withholding or deduction for any such tax or assessment
(including any tax imposed on any gross-up payment made to Air Canada pursuant
to this Section 2(d)) will not be less than the amount provided for herein
absent such withholding or deduction.

3. Subordination.

(a) This Note, to the extent and in the manner hereinafter set
forth, shall be subordinated and subject in right of payment to the prior
payment in full of all principal of, premium, if any, on, interest on, and any
other sums due and owing on the Senior Debt (as hereinafter defined).

(b) No payment on account of principal or interest on this Note
shall be made, nor shall any property or assets be applied to the purchase or
other acquisition or retirement of, or the payment of any principal or interest
on, this Note, if (i) Dynamex is at the time of such payment, purchase,
acquisition or retirement delinquent in the payment of any amount then due for
principal of, premium, if any, on, interest on, and any other sums due and
owing on any Senior Debt or (ii) at the time of such payment, purchase,
acquisition or retirement or immediately after giving effect thereto, there
shall or would exist a default with respect to any Senior Debt or in any
instrument, agreement or document pursuant to which any Senior Debt is
outstanding (including without limitation a "Default" or an "Event of Default"
as such terms are defined in the Credit Agreement (as defined herein)), and
such default shall not have been cured or waived in writing by the Agent;
provided however, that the payment prohibition set forth above shall continue
for a period (a "Blockage Period") not to exceed 180 days from the date on
which the Agent has provided written notice to Air Canada of such default with
respect to the Senior Debt, unless the Agent shall have accelerated the
maturity of such Senior Debt or the entire principal amount of such Senior Debt
has otherwise matured pursuant to its terms before or during the Blockage
Period, in either of which events the Blockage Period shall continue until the
repayment in full of all Senior Debt.

(c) Upon (i) any acceleration of the principal amount due on this
Note pursuant to the terms of this Note or (ii) any payment or distribution of
assets of

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<PAGE> 3
Dynamex of any kind or character, whether in cash, property or securities, to
the creditors upon any dissolution or winding up or total or partial
liquidation or reorganization of Dynamex, whether voluntary or involuntary or
in bankruptcy, insolvency, receivership or other proceedings, all principal,
premium, if any, interest due or to become due, and all other sums due or owing
upon all Senior Debt shall first be paid in full, or payment thereof provided
for in cash, before Air Canada shall be entitled to receive or retain any
assets so paid or distributed in respect thereof; and upon any such dissolution
or winding up or liquidation or reorganization, any payment or distribution of
assets of Dynamex of any kind or character, whether in cash, property or
securities, to which Air Canada would be entitled, except for these provisions,
shall be held in trust for, and shall be paid by Dynamex to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, or to the holder or holders of Senior Debt or their
representatives, to the extent necessary to pay all Senior Debt in full, in
cash, after giving effect to any concurrent payment or distribution to or for
the holder of such Senior Debt, before any payment or distribution is made to
or may retained by Air Canada.

(d) In the event that, notwithstanding the provisions of the
preceding paragraph, any such payment, or distribution of assets of Dynamex of
any kind or character, whether in cash, property or securities, shall be
received by Air Canada before all Senior Debt is paid in full, or provision
made for such payment, in accordance with its terms, any such payment or
distribution shall be held in trust for, and shall be paid over or delivered
to, the holders of such Senior Debt or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing any of such Senior Debt may have been issued, for
application to the payment of all Senior Debt remaining unpaid to the extent
necessary to pay all Senior Debt in full in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the holder of
such Senior Debt. Air Canada shall have no liability whatsoever for
determining the order of priority among holders of Senior Debt, and shall fully
discharge its obligations pursuant to this Note if it pays or delivers all
amounts required to be paid or delivered pursuant hereto to the representative
of the holders of the Senior Debt.

(e) Nothing contained in these provisions is intended or shall
impair as between Dynamex, its creditors other than the holders of Senior Debt,
and Air Canada, the obligation of Dynamex, which shall be absolute and
unconditional, to pay to Air Canada the principal and interest on this Note, as
and when the same shall become due and payable in accordance with its terms, or
to affect the relative rights of Air Canada and creditors of Dynamex other than
the holders of Senior Debt, nor shall anything herein prevent Air Canada from
exercising all remedies otherwise permitted by applicable law, upon default,
subject to the subordination provisions contained herein and the rights, if
any, under these provisions of the holders of Senior

3
<PAGE> 4
Debt, including without limitation, the rights in respect of cash, property or
securities of Dynamex received upon the exercise of any such remedy.

(f) Except with the prior written consent of Air Canada, (i) the
principal amount of outstanding Senior Debt shall not at any time exceed U.S.
$19,900,000 and (ii) other than the Senior Debt, no other indebtedness of
Dynamex shall rank senior or pari passu to the Indebtedness.

(g) The term "Senior Debt" shall mean the Obligations (as such
term is defined in that certain Credit Agreement (as same may be amended,
modified or refinanced, the "Credit Agreement") dated as of December , 1995 by
and among Dynamex, Parcelway Canada, certain affiliates of Dynamex and
Parcelway Canada named therein, the Lenders named therein and NationsBank of
Texas, N.A., as Agent for such Lenders), including the interest and any premium
thereon, and fees and expenses related thereto, together with any renewal,
extension, replacement or modification thereof (which shall not exceed U.S.
$19,900,000 in the aggregate). The term "Commitment" shall have the meaning
given to such term in the Credit Agreement. The term "Agent" shall refer to
NationsBank of Texas, N.A., in its capacity as Agent under the Credit
Agreement, or the successor representative of the holders of the Senior Debt to
the extent that the Obligations under the existing Credit Agreement have been
paid in full, all Commitments under the existing Credit Agreement have been
terminated and there exists a replacement agent or holders of Senior Debt.

4. Covenants. The Credit Agreement sets forth certain covenants to which
Dynamex has agreed to be bound (such covenants, as amended or replaced in the
Credit Agreement or in a Credit Agreement with a successor primary bank
facility, from time to time, are herein referred to as the "Covenants").
Dynamex agrees that the benefit of the Covenants is hereby extended in favor of
Air Canada until such time as all amounts of Senior Debt are repaid in full
subject to the following conditions:

(a) Dynamex shall be entitled to amend or replace the Covenants
from time to time, upon written notice to Air Canada, provided that any such
amendment or replacement, as the case may be, is not materially less
restrictive than the Covenants immediately prior to such amendment or
replacement. Dynamex shall not amend or replace the Covenants without the
prior written approval of Air Canada (which approval shall not be unreasonably
withheld) if such amendment or replacement, as the case may be, will result in
terms and conditions that are materially less restrictive than the Covenants
immediately prior to such amendment or replacement; and

(b) Notwithstanding the termination of the Credit Agreement and
the repayment in full of the Senior Debt, the Covenants shall continue to be
effective for the benefit of Air Canada in accordance with the terms hereof.

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<PAGE> 5
5. Events of Default. Should any of the following events (each of which
herein is called an "Event of Default") occur, Dynamex shall be in default
hereunder:

(a) any Event of Default (as defined in the Credit Agreement) has
occurred under the Credit Agreement (giving effect to any notice and cure
periods provided therein) that has not been waived by Agent;

(b) if a payment of principal of or interest accrued on this Note
is not paid when same becomes due hereunder; or

(c) Dynamex fails to fulfill the reporting obligations set forth
in Section 7 hereof and such failure is not cured by Dynamex within 20 days
after Air Canada delivers notice of such failure to Dynamex.

6. Acceleration of Indebtedness. Subject to Section 3 hereof, upon the
occurrence of any Event of Default, the Indebtedness owing hereunder may be
accelerated and declared by Air Canada to be due and payable by Dynamex.

7. Reporting Requirements. Until all Indebtedness is repaid, Dynamex
shall provide Air Canada with the following information:

(a) within 90 days after the end of each fiscal year of Dynamex,
beginning with the fiscal year ending December 31, 1995, the annual audit
report of Dynamex and its consolidated subsidiaries;

(b) within 45 days after the end of each of the quarters of each
fiscal year of Dynamex, beginning with the fiscal quarter ending December 31,
1995, an unaudited financial report of Dynamex and its consolidated
subsidiaries as of the end of each fiscal quarter and for the portion of the
fiscal year then ended;

(c) within 30 days after the end of each calendar month, beginning
with the calendar month ending December 31, 1995, an unaudited financial report
of Dynamex and its consolidated subsidiaries as of the end of each calendar
month and for the portion of the fiscal year then ended; and

(d) before the beginning of each fiscal year of Dynamex, a copy of
the budget of Dynamex and its subsidiaries.

8. Acknowledgements; Notice. Air Canada hereby agrees and acknowledges
that an Event of Default under this Note shall be deemed to constitute a
Default and an Event of Default under the terms and conditions of the Credit
Agreement. Air Canada agrees to promptly notify the Agent in writing, at its
address set forth in the Credit

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<PAGE> 6
Agreement or at such other address as Agent may specify from time to time, of
the occurrence an Event of Default under this Note.

9. Governing Law. This promissory note shall be governed by the laws of
the State of Texas and the laws of the United States applicable therein.

10. Third Party Beneficiaries. The Agent and the Lenders shall be third
party beneficiaries under the provisions of this Note. Neither this Note nor
any term or provision hereof may be amended, modified or waived without the
prior written consent of the Agent.

11. Assignment. Air Canada may assign or pledge this Note to any
affiliate of Air Canada. Air Canada may assign or pledge this Note to any
non-affiliate of Air Canada upon the prior written consent of Dynamex, which
shall not be unreasonably withheld.

DYNAMEX INC.

By: /s/ Stephen P. Smiley
------------------------------
Stephen P. Smiley, Vice President

Agreed, Accepted and Acknowledged:

AIR CANADA

By: ILLEGIBLE
________________________________

<PAGE> 1
EXHIBIT 10.10

Debenture No.: A-

Name of Holder:

Address of Holder:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

DYNAMEX INC.

JUNIOR SUBORDINATED DEBENTURE

$___________ December 28, 1995

Dynamex Inc., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to _____________, or such assigns as are
permitted hereunder (the "Holder"), the principal sum of One Million Dollars
and No/100 Dollars ($1,000,000), together with interest thereon, as provided
for herein. This Debenture is one of a duly authorized issue of debentures of
the Company (the "Subordinated Debentures") to be issued pursuant to the terms
of that certain Securities Purchase Agreement, dated as of the date hereof, by
and between the Company, the original holder hereof and any other Purchasers
named therein (as amended or replaced, the "Securities Purchase Agreement").
The Subordinated Debentures, together with the Additional Debentures (defined
herein) which may be issued in respect thereof, shall be collectively referred
to as the "Debentures"). The Debentures shall rank equally and ratably to one
another without priority over one another.

Article 1. Payment.

(a) The outstanding principal amount of this Debenture
shall bear interest from the date hereof until December 28, 1996 at a
per annum rate equal to twelve percent (12%); provided however, that
if the Debentures have not been redeemed by the Company by December
28, 1996, the outstanding
<PAGE> 2
principal amount of this Debenture shall bear interest from December
28, 1996 through maturity at a per annum rate of eighteen percent
(18%).

(b) Subject to Article 2 hereof, payments of accrued
interest on the principal amount of this Debenture shall be made
semi-annually on each June 28 and December 28, commencing June 28,
1996 until December 28, 1998, and thereafter shall be made
semi-annually, on the last day of each June and December, commencing
on June 28, 1999, until June 28, 2001, whereupon this Debenture (and
all accrued interest thereon) shall be due and payable. On each
interest payment date through December 28, 1998, the Company, at its
option, may pay interest on the principal amount of this Debenture by
issuing additional Junior Subordinated Debentures (the "Additional
Debentures"), in form substantially identical to the Debentures and in
the principal amount of the interest due and payable on such interest
payment date.

(d) Payment of the principal of and interest on this
Debenture will be made at the address set forth hereinabove, or such
other address as the Holder shall set forth in a written notice to the
Company in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private
debts.

Article 2. Subordination.

(a) This Debenture, to the extent and in the manner
hereinafter set forth, shall be subordinated and subject in right of
payment to the prior payment in full of all principal of, premium, if
any, on, interest on, and any other sums due and owing on (i) all
existing and future indebtedness of the Company for borrowed money and
(ii) all "Obligations" (as such term is defined in that certain Credit
Agreement, dated as of December 15, 1995, by and among the Company,
the subsidiaries of the Company, the Lenders named therein, and
NationsBank of Texas, N.A., as agent for such Lenders, as amended or
modified from time to time(the "Credit Agreement")), or any renewals,
extensions, refinancings or replacements, if any, of any of the
foregoing (collectively, the "Senior Debt").

(b) No payment on account of principal of or interest on
this Debenture shall be made, nor shall any property or assets be
applied to the purchase, other acquisition or retirement of or the
payment of principal of or interest on this Debenture (whether
pursuant to this Article 2, Article 3 hereof or otherwise), unless all
amounts then due for principal of, premium, if any, on, interest on,
and any other sums owing on all Senior Debt has been paid in full

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<PAGE> 3
(whether or not the same are then due and payable or thereafter due
and payable) and all "Commitments," as such term in defined in the
Credit Agreement, have terminated; provided, however, that (i) the
Company may make regularly scheduled payments of interest on this
Debenture at any time at which the Company is not delinquent in the
payment of any amount then due for principal of, premium, if any, on,
interest on, or any other sums due and owing on any Senior Debt and
(ii) if and to the extent provided in Article 3(b) hereof, the Company
may redeem this Debenture upon the consummation of an Initial Public
Offering. Notwithstanding the foregoing or any other term or
provision of this Debenture, no payment on account of principal of or
interest on this Debenture (whether such payment is by redemption or
otherwise) shall be made pursuant to clause (i) or (ii) preceding or
otherwise if, at the time of such payment or immediately after giving
effect thereto, (i) there shall have occurred a default or an event of
default (as such terms are defined in agreements governing the
issuance of any Senior Debt, and including without limitation a
"Default" or an "Event of Default" as such term is defined in the
Credit Agreement) with respect to any Senior Debt or in the
instruments or documents pursuant to which the same is outstanding
(including without limitation the Credit Agreement), or if such
payment would result in the occurrence of such default or event of
default, and (ii) such default or event of default shall not have been
cured or waived in writing by all holders of Senior Debt.

(c) Upon (i) any acceleration of the principal amount due
on this Debenture pursuant to the terms of this Debenture or (ii) any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to the creditors
upon any dissolution or winding up or total or partial liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all
principal, premium, if any, interest due or to become due, and all
other sums due or owing upon all Senior Debt shall first be paid in
full, or payment thereof provided for in cash, before the Holder of
this Debenture shall be entitled to retain any assets so paid or
distributed in respect thereof; and upon any such dissolution or
winding up or liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holder of this
Debenture would be entitled, except for these provisions, shall be
held in trust for, and shall be paid by the Company to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, or to the appropriate holder or
holders of Senior Debt or their representatives, to the extent
necessary to pay all principal, premium, if any, accrued interest and
other sums due or owing upon the Senior Debt in full, in cash, after
giving effect to any concurrent payment or distribution to or for the
holder of such Senior Debt, before any payment or distribution is made
to the Holder of this Debenture.

3
<PAGE> 4
(d) In the event that, notwithstanding the provisions of
the preceding paragraph, any such payment, or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, shall be received by the Holder of this Debenture before
all Senior Debt is paid in full, or provision made for such payment,
in accordance with its terms, any such payment or distribution shall
be held in trust for, and shall be paid over or delivered to, the
appropriate holders of such Senior Debt or their representative or
representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, for application to the payment of all Senior
Debt remaining unpaid to the extent necessary to pay all principal,
premium, if any, accrued interest and other sums due or owing upon the
Senior Debt in full in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holder of such
Senior Debt. The Holder of this Debenture shall have no liability
whatsoever for determining the order of priority among holders of
Senior Debt, and shall fully discharge its obligations pursuant to
this Debenture if it pays or delivers all amounts required to be paid
or delivered pursuant hereto to any holders of Senior Debt.

(e) Nothing contained in these provisions is intended or
shall impair as between the Company, its creditors other than the
holders of Senior Debt, and the Holder of this Debenture, the
obligation of the Company, which shall be absolute and unconditional,
to pay to the Holder of the Debenture the principal and interest on
this Debenture, as and when the same shall become due and payable in
accordance with its terms, or to affect the relative rights of the
Holder of this Debenture and creditors of the Company other than the
holders of Senior Debt, nor shall anything herein prevent any Holder
of this Debenture from exercising all remedies otherwise permitted by
applicable law, upon default, subject to the rights, if any, of the
holders of Senior Debt under this Debenture, including without
limitation, the rights of the holders of Senior Debt in respect of
cash, property or securities of the Company received upon the exercise
of any such remedy.

Article 3. Redemption.

(a) The Company may at any time, subject to the
provisions of Article 2, redeem all or any portion of the outstanding
principal amount of the Debentures at a redemption price of 100% of
the principal amount thereof to be redeemed, plus accrued interest
thereon through the date of redemption (such redemption shall be
referred to herein as a "Voluntary Redemption"). Upon the exercise of
its redemption rights pursuant to this paragraph (a), the Company
shall give written notice to the Holders of the Debentures setting
forth the intent of the Company to exercise its right of redemption at
least five days before the date of redemption.

4
<PAGE> 5
(b) In the event the Company issues and sells its common
stock pursuant to a registration statement filed by the Company under
the Securities Act in connection with the firm commitment underwriting
of its common stock to the general public (an "Initial Public
Offering") and to the extent that the Company retains sufficient net
proceeds therefrom after application to (i) underwriting discounts and
offering expenses, (ii) acquisition of any business made concurrently
with the Initial Public Offering and (iii) any repayment of Senior
Debt required by the terms thereof (including without limitation the
repayment of Senior Debt required pursuant to Section 2.7 of the
Credit Agreement), the Company may at its option, subject to the
provisions of Article 2, redeem all or any portion of the outstanding
principal amount of the Debentures at a redemption price of 100% of
the principal amount thereof to be redeemed, plus accrued interest
thereon through the date of redemption (such redemption shall be
referred to herein as an "IPO Redemption"). The Company shall give
written notice to the Holders of the Debentures setting forth the
Company's IPO Redemption of the Debentures at least five days before
the closing of the Initial Public Offering.

Article 4. Default.

(a) "Event of Default", wherever used herein, means any
one of the following events:

(1) default in the payment of principal of or
interest, if any, on this Debenture or any other Debenture at
its maturity, upon redemption or otherwise; or

(2) the acceleration of any material Senior Debt
by the holders thereof; or

(3) the entry of a decree or order for relief by
a court having jurisdiction in the premises in respect of the
Company in an involuntary case under the federal bankruptcy
laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law,
or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or
for any substantial part of its property, or ordering the
winding up or liquidation of its affairs and the continuance
of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or

(4) the commencement by the Company of a
voluntary case under the federal bankruptcy laws, as now
constituted or hereafter amended, or any other applicable
federal or state bankruptcy, insolvency or other similar law,
or the consent by it to the appointment of or taking

5
<PAGE> 6
possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of the
Company or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its
debts generally as they become due.

(b) If an Event of Default occurs, then and in every such
case the Holders of a majority in interest of the Debentures may
declare the principal of such Debenture to be due and payable
immediately, by a notice in writing to the Company, and upon any such
declaration such principal shall become immediately due and payable,
subject to the provisions of Article 2.

(c) The Company expressly waives all notices, demands for
payment, presentations for payment, notices of intention to accelerate
maturity, protest and notice of protest, and any other notices of any
kind as to this Debenture and as to each, every and all installments
or part payments thereof, and consents that the Holders of a majority
in interest of the Debentures may at any time and from time to time,
upon request of or by agreement with the Company, extend the date of
maturity hereof or change the time or method of payments hereof
without notice to any of the other makers, sureties or endorsers, who
shall remain bound for the payment hereof.

Article 5. Collection Fees. Upon the occurrence of an Event of
Default hereunder and if this Debenture is placed in the hands of an attorney
for collection (whether or not suit is filed), or if this Debenture is
collected by suit or legal proceedings or through bankruptcy proceedings, the
Company agrees to pay, in addition to all sums then due hereon, including
principal and interest, all reasonable expenses of collection including
reasonable attorneys' fees.

Article 6. Amendments and Waivers. Subject to Article 11, this
Debenture may be amended by written agreement of the Company and the Holders of
a majority in interest of the Debentures. Subject to Article 11, no waiver of
the provisions hereof shall be effective unless agreed to in writing by the
party against whom such waiver is asserted. Neither this Debenture nor any
term or provision hereof may be amended, modified or waived without the prior
written consent of the Agent (as defined under the Credit Agreement).

Article 7. Maximum Rate of Interest. Notwithstanding any
provisions to the contrary in this Debenture, or in any documents relating
hereto, in no event shall this Debenture or such documents require the payment
or permit the charging or collection of interest in excess of the maximum
amount permitted by the laws of the State of Delaware. If any such excess of
interest is contracted for, charged or received under this Debenture or under
the terms of any documents relating hereto, or in the event the maturity of the
indebtedness evidenced by this Debenture is accelerated in whole

6
<PAGE> 7
or in part, or in the event that all or part of the principal of or interest on
this Debenture shall be prepaid, so that under any such circumstances the
amount of interest contracted for, charged or received under this Debenture or
under any documents relating hereto, on the amount of principal actually
outstanding from time to time under this Debenture would exceed the maximum
amount of interest permitted by the laws of the State of Delaware, then in any
such event (a) the provisions of this Article 7 shall govern and control, (b)
neither the Company nor any other person or entity now or hereafter liable for
the payment hereof, shall be obligated to pay the amount of such interest to
the extent that it is in excess of the maximum amount of interest permitted by
the laws of the State of Delaware, (c) any such excess which may have been
collected shall be applied, at the Holder's option, either as a credit against
the then unpaid principal amount hereof or refunded to the Company by the
Holder and (d) the effective rate of interest shall be automatically reduced to
the maximum lawful rate of interest allowed under the laws of the State of
Delaware as now or hereafter construed by the courts having jurisdiction
thereof. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under
the Debenture or any such other documents which are made for the purpose of
determining whether such rate exceeds the maximum lawful rate of interest,
shall be made, to the extent permitted by the laws of the State of Delaware, by
amortizing, prorating, allocating and spreading, during the period of the full
stated term of the indebtedness evidenced hereby, all interest at any time
contracted for, charged or received from the Company or otherwise by the Holder
or Holders hereof in connection with any such indebtedness.

Article 8. Severability Clause. In case any provision in this
Debenture 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.

Article 9. Notice. All notices to the Company required or
permitted by this Debenture shall be sufficient when given in writing and
executed by the Holder of this Debenture and where notice is required or
permitted from more than one Holder of the Debentures, such notice may be
executed in multiple counterparts. All such notices to the Company shall be
delivered by registered or certified mail, return receipt requested, or
personally delivered, to the Company at the address set forth in the Securities
Purchase Agreement, or such other address as the Company may designate by
written notice to the Holder of this Debenture.

Article 10. Governing Law. This Debenture shall be deemed to be
a contract made under the laws of the State of Delaware, and for all purposes
shall be governed by and construed in accordance with the laws of the State of
Delaware, exclusive of any such law under which the law of any other
jurisdiction would apply.

Article 11. Third Party Beneficiaries. The Agent and Lenders (as
defined in the Credit Agreement) shall be third party beneficiaries under the
provisions of this

7
<PAGE> 8
Debenture. Neither this Debenture nor any term or provision hereof may be
amended, modified or waived without the prior written consent of the Agent.

Article 12. Acknowledgement. By acceptance of this Debenture,
the holder of this Debenture shall be deemed to agree and acknowledge that an
Event of Default under this Debenture shall be deemed to constitute a Default
and an Event of Default under the terms and provisions of the Credit Agreement.

IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed on the 28th day of December, 1995.

Dynamex Inc.

By:
----------------------------
Richard K. McClelland,
President

<PAGE> 1
EXHIBIT 10.11

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE SECURITIES ACT"). IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

DYNAMEX INC.

COMMON STOCK PURCHASE WARRANT

Dynamex Inc., a Delaware corporation (the "Company"), hereby certifies
that for value received, _______________________ (the "Holder") is entitled,
subject to the terms and conditions herein set forth, to purchase from the
Company, at any time prior to the Expiration Date (as defined below), the
number of shares of common stock (the "Common Stock"), of the Company that is
determined pursuant to Section 3 hereof, upon payment therefor of a purchase
price equal to $.10 per share of Common Stock, subject to adjustment as set
forth below (the "Exercise Price").

This Warrant is being issued in connection with the Company's issuance
to the Holder of a Junior Subordinated Debenture, of even date herewith (the
"Debenture"), pursuant to that certain Securities Purchase Agreement, of even
date herewith, by and between the Company, the Holder and the other Purchasers
defined therein (as same may be amended or replaced, the "Securities Purchase
Agreement").

SECTION 1: Effective Date; Expiration Date; Mandatory Exercise.

1.1 Subject to Section 1.2 hereof, the Holder shall be entitled to
purchase the Common Stock issuable upon exercise of this Warrant (the "Warrant
Shares") at the Exercise Price from the Company at any time prior to 5:00 p.m.
(Eastern Standard time) on June 30, 2001 (the "Expiration Date").

1.2 The Holder shall exercise this Warrant (the "Mandatory
Exercise") and purchase the Warrant Shares at the Exercise Price from the
Company upon the effectiveness of an Initial Public Offering (as defined
herein). As used in this Warrant, an "Initial Public Offering" shall mean the
sale of Common Stock pursuant to a registration statement filed by the Company
under the Securities Act in connection with the firm commitment underwriting of
its Common Stock to the general public.
<PAGE> 2
SECTION 2: Manner of Exercise.

The exercise of this Warrant shall be made by delivery by the Holder
of the form of the subscription attached as Schedule A hereto, duly executed by
Holder, to the Company at the address set forth opposite its signature hereto,
accompanied by payment of the Exercise Price, in cash or by check to the order
of the Company.

SECTION 3: Number of Warrant Shares Issuable; Exercisable in Whole or in Part.

3.1 The number of Warrant Shares issuable upon exercise of this
Warrant is 60,000 (provided, however, that such number shall not exceed 30,000
shares if this Warrant is exercised prior to December 31, 1996). The number of
Warrant Shares issuable upon exercise of this Warrant shall be decreased to
30,000 shares if the Debentures have been redeemed in whole (and not in part)
on or before June 30, 1996 (which date shall be extended to December 31, 1996
if the Company is actively engaged in an Initial Public Offering or in
negotiations with identifiable purchasers for a total redemption of all of the
Debentures issued to such date).

3.2 The purchase rights represented by this Warrant are
exercisable at the option of the Holder in whole or in part at any time prior
to the Expiration Date (but not as to fractional shares), except that such
rights must be exercised in whole and not in part pursuant to a Mandatory
Exercise. In the case of the purchase of less than all of the Warrant Shares,
the Company shall cancel this Warrant upon the surrender hereof and shall
execute and deliver a new Warrant of like tenor for the balance of the Warrant
Shares.

SECTION 4: Delivery of Stock Certificates, Etc.

As soon as practicable after the exercise of this Warrant and payment
of the Exercise Price, and in any event within 10 days thereafter, the Company
at its expense (including the payment by it of all applicable issue taxes) will
cause to be issued in the name of and delivered to the Holder, or as the Holder
(upon payment by the Holder of all applicable transfer taxes) may direct, a
certificate or certificates for the Warrant Shares, and shall cause to be
delivered (with appropriate instruments of assignment) to the Holder all of the
cash, or other property to which the Holder may be entitled by virtue of
Section 7 hereof.

SECTION 5: Legend.

Until registered under the Securities Act, or until such time as such
registration may not be necessary for the lawful sale or other disposition
thereof, all certificates evidencing Warrant Shares shall contain an
appropriate legend notifying the Holder or

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<PAGE> 3
any potential transferee of such securities of the provisions of this Warrant,
such legend to be substantially in the form of the legend on the first page
hereof.

SECTION 6: Negotiability.

This Warrant is issued upon the following terms, to all of which the
Holder consents and agrees:

(a) Subject to the restrictions set forth in this Warrant, title
to this Warrant may be transferred by endorsement and delivery in the same
manner as in the case of a negotiable instrument transferable by endorsement
and delivery, and upon surrender for exchange of this Warrant (in negotiable
form, if not surrendered by the Holder named on the face hereof) to the
Company, the Company at its expense will issue and deliver upon the order of
the Holder a new warrant of like tenor, in such name as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct, calling
for the aggregate number of shares of Warrant Shares then called for by this
Warrant;

(b) Any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner thereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona
fide purchaser hereof for value; each prior taker or owner waives and renounces
all of his equities or rights in this Warrant in favor of each such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title
hereto and to all rights represented hereby; and

(c) Until this Warrant is transferred on the books of the Company,
the Company may treat the registered holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.

SECTION 7: Adjustment for Dividends, Reclassification, Etc.

The Exercise Price and the total number of Warrant Shares shall be
subject to adjustment from time to time as follows:

(a) Consolidation, Merger, Sale, Conveyance. If the Company at any
time shall consolidate or merge with, or sell or convey all or substantially
all of its assets to, any other corporation, this Warrant shall thereafter
entitle the Holder to purchase at the Exercise Price then in effect such number
and kind of securities as would have been issuable or distributable on account
of such consolidation, merger, sale or conveyance upon or with respect to the
Warrant Shares immediately prior to such consolidation, merger, sale or
conveyance. The Company shall take such steps in connection with such
consolidation, merger, sale or conveyance as may be necessary to assure that
the provisions hereof shall thereafter be applicable, as nearly as reasonable
may be, in relation to any securities or property thereafter deliverable upon
the exercise of this

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<PAGE> 4
Warrant. The foregoing provisions shall similarly apply to successive
transactions of a similar nature by any such successor or purchaser. Without
limiting the generality of the foregoing, the adjustment provisions hereof
shall apply to such securities of such successor or purchaser after any such
consolidation, merger, sale or conveyance.

(b) Stock Dividend, Reclassification, etc. If the Company shall (i)
pay a dividend in or make a distribution of shares of its capital stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or (iv)
issue any shares of its capital stock in a reclassification of its Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the number of
shares purchasable upon exercise of this Warrant immediately prior thereto
shall be adjusted so that the Holder of this Warrant shall be entitled to
receive the kind and number of shares or other securities of the Company which
such Holder would have owned or would have been entitled to receive after the
happening of any of the events described above, had this Warrant been exercised
immediately prior to the happening of such event or any record date with
respect thereto. An adjustment made pursuant to this subparagraph (b) shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

(c) Adjustment of Purchase Price. Whenever the number of Warrant
Shares is adjusted as herein provided, the Exercise Price payable upon exercise
of this Warrant shall be adjusted by multiplying the Exercise Price immediately
prior to such adjustment by a fraction, of which the numerator shall be the
number of Warrant Shares subject to this Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
subject to this Warrant immediately thereafter.

(d) Written Notice. On the occurrence of an event requiring an
adjustment of the Exercise Price or the number of Warrant Shares pursuant to
this Section 7, the Company shall forthwith give written notice to the Holder
stating the adjusted Exercise Price and the adjusted number and kind of
securities purchasable hereunder resulting from the event and setting forth the
method of calculation. The Board of Directors of the Company, acting in good
faith, shall determine the calculation.

SECTION 8: Replacement of Warrant.

Upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon delivery of indemnity reasonably
satisfactory in form and amount to the Company (it being understood and agreed
that in the case of any bank, insurance company or other institutional investor
its agreement to indemnify the Company against loss shall constitute
satisfactory indemnity) or in the case of any

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<PAGE> 5
such mutilation, upon surrender and cancellation of such Warrant, the Company
at its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.

SECTION 9: Notices, Etc.

All notices and other communications under this Warrant shall be in
writing and given by personal delivery or sent by registered or certified mail,
or a commercial delivery service, at the addresses set forth for such parties
in the Securities Purchase Agreement or at such other address as may be
designated by either party in a written notice to the other complying as to
delivery with the terms of this Section. All such notices and other
communications shall be effective when delivered.

SECTION 10: Miscellaneous.

This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Warrant shall be construed and enforced in accordance with and be governed by
the laws of the State of Delaware. If any provision of this Warrant is held
invalid or unenforceable according to law, the remaining provisions hereof
shall not be affected thereby and shall remain in full force and effect. The
headings in this Warrant are for reference only, and shall not limit or
otherwise affect any of the terms hereof.

IN WITNESS WHEREOF, this Warrant has been executed by the Company as
of the date first above written.

Dynamex Inc.

By: _________________________
Stephen P. Smiley
Vice President

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<PAGE> 6
Schedule A

FORM OF SUBSCRIPTION

TO: Dynamex Inc.

The undersigned, the holder of a Common Stock Purchase Warrant issued
on December 15, 1995, hereby irrevocably elects to exercise the right to
purchase ____________ Warrant Shares (as defined therein) and herewith makes
payment of the Exercise Price (as defined therein).

The undersigned represents and warrants that he is acquiring this
stock for his own account for investment and not with a present view to, or for
resale in connection with, the distribution thereof or the grant of any
participation therein, and that he has no present intention of distributing or
reselling the stock, or granting any participation therein, subject,
nevertheless, to any requirement of law that the disposition of his property
shall at all times be and remain within its control as owner thereof.

Dated:

Sign here:

__________________________________________
<PAGE> 7
[Form of Assignment]

For value received, __________________ hereby sells, assigns and
transfers unto ______________________________________________ all right, title
and interest herein, and does hereby irrevocably constitute and appoint
________________ attorney, to transfer said Warrant Certificate on the books of
Dynamex Inc., with full power of substitution in the premises.

Dated: December ___, 1995

By:________________________________

<PAGE> 1
EXHIBIT 10.12

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made as of the day of December,
1995, by and among Dynamex Operations East, Inc., a Delaware corporation
("Dynamex East"); Dynamex Operations West, Inc., a Delaware corporation
("Dynamex West; and together with Dynamex East, the "U.S. Purchaser");
Parcelway Courier Systems Canada Ltd., an Alberta corporation (the "Canadian
Purchaser; and together with the U.S. Purchaser, the "Purchaser"); Mayne
Nickless Incorporated, a Delaware corporation ("Mayne Nickless"); Mayne
Nickless Canada Inc., a Canadian corporation ("Mayne Nickless Canada" and
together with Mayne Nickless, the "Shareholder"); Mayne Nickless Courier
Systems, Inc., a Delaware corporation ("MNC"), Mayne Nickless Messenger
Services, Inc., a Washington corporation ("MNM"), Mayne Nickless Transport
Inc., a Canadian corporation ("MNT") and its divisions IPX Courier ("IPX") and
Loomis Rush Messenger ("Loomis"). Each of MNC, MNM, MNT, IPX and Loomis shall
be referred to herein as the "Seller". MNC and MNM are sometimes referred to
together herein as the "U.S. Seller" and MNT, IPX and Loomis are sometimes
referred to collectively herein as the "Canadian Seller".

W I T N E S S E T H:

WHEREAS, the Seller is engaged in the business of providing same-day
intra-city on demand ground courier services in the greater metropolitan areas
of Seattle, Washington; San Diego, California; Los Angeles, California; San
Francisco, California; Pittsburgh, Pennsylvania; Washington, D.C.; Baltimore,
Maryland; Boston, Massachusetts; Victoria, British Columbia; and Vancouver,
British Columbia (collectively, the "Locations"; and said business being
hereinafter referred to as the "Business"); and

WHEREAS, the Shareholder directly or indirectly owns all of the
outstanding stock of the Seller; and

WHEREAS, MNC desires to sell to Dynamex East, and Dynamex East desires
to purchase from MNC all of the properties and assets used or held for use in
the ownership and operation of the Business under the terms and conditions
herein set forth; and

WHEREAS, MNM desires to sell to Dynamex West and Dynamex West desires
to purchase from MNM all of the properties and assets used or held for use in
the ownership and operation of the Business under the terms and conditions
herein set forth; and
<PAGE> 2

WHEREAS, Canadian Seller desires to sell to Canadian Purchaser and
Canadian Purchaser desires to purchase from Canadian Seller all of the
properties and assets used or held for use in the ownership and operation of
the Business under the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

1. PURCHASE AND SALE.

1.1 Purchase and Sale of Assets. Upon the terms and
subject to the conditions set forth in this Agreement, (i) MNC hereby assigns,
transfers, conveys and delivers to Dynamex East and Dynamex East hereby
purchases from MNC, (ii) MNM hereby assigns, transfers, conveys and delivers to
Dynamex West and Dynamex West hereby purchases from MNM and (iii) the Canadian
Seller hereby assigns, transfers, conveys and delivers to Canadian Purchaser
and Canadian Purchaser hereby purchases from the Canadian Seller, all right,
title and interest in and to the following assets of the Business that are
owned by or under control of MNC, MNM and the Canadian Seller, respectively,
(even if in the custody of others for the benefit of such Seller), wherever
located, whether known or unknown, and whether or not on the books and records
of Seller (referred to collectively herein as the "Assets"; however, those
Assets which are owned by or under the control of MNC shall be referred to
herein as the "MNC Assets"; those Assets that are owned by or under the control
of MNM shall be referred to herein as the "MNM Assets"; and those Assets that
are owned by or under the control of Canadian Seller shall be referred to
herein as the "Canadian Assets"), free and clear of all liens, security
interests, charges, encumbrances and rights of others (other than encumbrances
specifically permitted in Section 3.4 hereof), except those assets specifically
excluded as listed on Schedule 1.0 hereto (the "Excluded Assets"):

(a) All of the leasehold interests in real
property used in the Business and set forth on Schedule 1.1 (a)
hereto, including but not limited to all improvements and all
options thereon;

(b) All equipment, machinery, spare parts,
tools, instruments, vehicles, furniture, fixtures and other similar
items of tangible personal property used or held for use in the
Business;

(c) All inventory used or held for use in the
Business whether on location or in transit, including, without
limitation, the inventory set forth on Schedule 1.1 (c) hereto;

<PAGE> 3
(d) All accounts receivable relating to the
Business, including, without limitation, the accounts receivable
set forth on Schedule 1.1 (d) hereto;

(e) All purchase orders, contracts and
commitments of Seller relating to the Business, including, but not
limited to those for the purchase of items of inventory or other
personal property placed or incurred by Seller;

(f) All items of prepaid expense incurred by
Seller in the operation of the Business;

(g) All of Seller's customer lists, employment
records, work orders, file and computer copies of customer
invoices, customer files and other customer records, all
engineering drawings, specification sheets, files of all types,
technical information, administrative systems, telephone numbers
and other such property which relates to the Business;

(h) All of Seller's (i) proprietary
information, trade secrets and confidential information, technical
information and data, trademarks, trade names and service marks
relating to the Business, including without limitation, Seller's
interest in the names set forth on Schedule 1.1(h) hereof (the
"Assumed Names"); (ii) machinery and equipment warranties and
service contracts relating to the Business; (iii) all causes of
action not pending as of the date hereof to the extent related to
the Business or any of the Assets; and (iv) all other documentation
relating to the operation of the Business, including all licenses
and permits necessary or related to the operation of the Business
(to the extent transferable);

(i) All books and records related to the
Assets or the operation of the Business (or the appropriate
extracts therefrom to the extent that such information is
commingled with information unrelated to the Assets or Business),
including all financial, accounting and property tax records,
computer data and programs, market data, technical data and records
and all correspondence with and documents pertaining to suppliers,
governmental authorities and other third parties (it being
understood, however, that copies of the same may be retained by the
Seller); and

(j) All other assets of Seller, both tangible
and intangible, used or held for use in the operation of the
Business and which are not Excluded Assets, including, but not
limited to, all insurance recoveries or rights to the same relating
to damages to or loss of the Assets.

1.2 Assumption of Liabilities. Purchaser hereby assumes
and shall hereafter pay, perform and fully satisfy as due, and Seller hereby
assigns to Purchaser

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<PAGE> 4

all of its rights, title and interest in and to, the following liabilities and
contracts (collectively the "Assumed Liabilities"):

(a) The current liabilities listed on Schedule
1.2 hereto in the amounts set forth on such schedule, which amounts
represent the balance of such accounts as of October 1, 1995,
subject to such increases and decreases therein as have been
incurred in the ordinary course of business between October 1, 1995
and the date hereof (the "Closing Date") as reflected on the Post
Closing Balance Sheet (as defined in Section 2.2 (b) herein); and

(b) To the extent relating to periods on and
after the Closing Date, those specified contractual obligations
listed as "Assumed Contracts" on Schedule 1.2 hereto.

Except as specifically set forth above, Purchaser does not assume and shall in
no event be liable for any debt, obligation, responsibility or liability of the
Business, Seller, Shareholder, any subsidiary or any affiliate or successor of
Seller or Shareholder, or any claim against any of the foregoing, whether known
or unknown, contingent or absolute, or otherwise (including but not limited to,
contingent liabilities, litigation against Seller or Shareholder, any unfunded
pension liability, funded indebtedness, or taxes imposed upon the income of
Seller or Shareholder).

1.3 Bank Accounts. The Purchaser acknowledges that all
of the bank accounts used in the Business shall remain with the Seller and
shall be considered Excluded Assets. The Purchaser further acknowledges that
the Seller will, consistent with the Sellers' previous month-end accounting
practice, leave open its books for two business days after the Closing Date to
capture cash receipts of the Business received to the close of business on said
second business day (the "Receipts"), which Receipts shall be deemed to be
included as part of the Excluded Asset of "Cash on Deposit" and shall not be
included in the Assets as accounts receivable. Accordingly, the Post-Closing
Balance Sheet (as defined in Section 2.2(b) hereof) shall be held open for two
(2) business days following the Closing Date to capture the Receipts, and the
Purchaser shall, and shall cause its employees to, deposit all of such Receipts
received during such period into the Sellers' bank accounts. Following the
Closing Date, the Purchaser shall (a) be required to set up its own cash
management system with respect to the Business, and shall surrender to the
Seller any banking documentation relating to the Seller's bank accounts,
including without limitation, passbooks and checks; and (b) not withdraw any
amounts from any of the Seller's said bank accounts.

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<PAGE> 5
2. CONSIDERATION.

2.1 Consideration for the Assets.

(a) The cash consideration for the MNC Assets
which shall be paid by Dynamex East to MNC by wire transfer
contemporaneously with the execution and delivery of this Agreement
and which shall be subject to post-closing adjustments as provided
in Section 2.2 hereof, shall be $5,000,000 (the "MNC Cash Purchase
Price") (all amounts in this Agreement are in U.S. dollars unless
otherwise indicated).

(b) The cash consideration for the MNM Assets
which shall be paid by Dynamex West to MNM by wire transfer
contemporaneously with the execution and delivery of this Agreement
and which shall be subject to post-closing adjustments as provided
in Section 2.2 hereof, shall be $5,000,000 (the "MNM Cash Purchase
Price").

(c) The cash consideration for the Canadian
Assets which shall be paid by the Canadian Purchaser to the
Canadian Seller by wire transfer contemporaneously with the
execution and delivery of this Agreement and which shall be subject
to post-closing adjustments as provided in Section 2.2 hereof,
shall be $1,500,000 (the "Canadian Cash Purchase Price"; and
collectively with the MNC Cash Purchase Price and the MNM Cash
Purchase Price, the "Cash Purchase Price").

(d) The aggregate consideration to be paid by
Purchaser for the Assets equals the aggregate amount of the Cash Purchase Price
and the Assumed Liabilities (together, the "Purchase Price").

2.2 Post-Closing Adjustments to the Cash Purchase Price.
The procedure for determining post- closing adjustments to the Cash Purchase
Price shall be as follows:

(a) Seller has set forth on Schedule 2.2
hereto the Average Net Working Capital (as defined hereinafter) of
the Business, prepared in a manner consistent with the generally
accepted accounting principles used in the preparation of the
Seller Financial Statements (as defined in Section 3.13 hereof).

(b) The Purchaser shall prepare and deliver to
Seller within 30 days after the Closing Date (i) a consolidated
balance sheet of the Business (the "Post-Closing Balance Sheet") as
of the Closing Date, which reflects the Closing Net Working Capital
(as defined hereinafter) of the Business, prepared in accordance
with the generally accepted accounting

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<PAGE> 6
principles used in the preparation of the Seller Financial
Statements. The Purchaser shall permit Seller and its accountants
to participate in the preparation thereof and shall promptly make
available to Seller and its accountants all work papers and other
pertinent information used in connection with the preparation of
the Post-Closing Balance Sheet.

(c) Within 30 daysafter the Post-Closing
Balance Sheet is delivered to Seller pursuant to subsection (b)
above, Seller shall complete its examination thereof and shall
deliver to Purchaser either (i) a written acknowledgement accepting
the Post-Closing Balance Sheet, or (ii) a written report setting
forth in reasonable detail any proposed adjustments to the
Post-Closing Balance Sheet ("Adjustment Report"). A failure by
Seller to deliver the Adjustment Report within the required 30 day
period shall constitute Seller's acceptance of the Post-Closing
Balance Sheet.

(d) During a period of 30 days following the
receipt by the Purchaser of the Adjustment Report, Seller and
Purchaser shall attempt to resolve any difference they may have
with respect to the matters raised in the Adjustment Report. In
the event Seller and the Purchaser fail to agree on any of Seller's
proposed adjustments contained in the Adjustment Report within such
30 day period, then the Toronto, Ontario office of Coopers &
Lybrand (the "Independent Accountants") shall resolve any
differences. The fees and expenses of such Independent Accountants
shall be borne equally by the Purchaser on the one hand and the
Seller on the other.

(e) Upon the resolution of the matters set
forth in the Adjustment Report (either by the parties or by the
Independent Accountants as set forth above), the Cash Purchase
Price will be increased by the surplus or decreased by the deficit
of the Closing Net Working Capital set forth on the Post-Closing
Balance Sheet over or under, as the case may be, the Average Net
Working Capital set forth on Schedule 2.2 hereto. The Purchaser
shall pay to Seller the amount of any such increase in Cash
Purchase Price or the Seller shall pay to Purchaser the amount of
any such decrease in Cash Purchase Price, as the case may be,
within 7 days after the determination of such adjustment pursuant
to this Section 2.2.

(f) For the purposes of this Agreement (a)
"Net Working Capital" shall be defined as the current Assets (other
than Excluded Assets) minus the current Assumed Liabilities; (b)
"Average Net Working Capital" shall mean the average Net Working
Capital for the 12-month period ended October 1, 1995; and (c)
"Closing Net Working Capital" shall mean the Net Working Capital as
of the Closing Date.

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<PAGE> 7

2.3 Allocation of Purchase Price. The Purchase Price
shall be allocated among the Assets in accordance with the provisions of
Schedule 2.3 hereto, which schedule shall be modified in the event that the
Purchase Price is adjusted as set forth in Section 2.2 above. The parties
shall cooperate in the filing of such elections under applicable tax
legislation as may be necessary or desirable to give effect to such allocation
thereunder. The Canadian Purchaser and Canadian Seller shall also execute and
file an election as to the accounts receivable forming part of the Canadian
Assets to the extent permitted under Section 22 of the Income Tax Act (Canada)
using as consideration paid therefore the amount determined in accordance with
Schedule 2.3 hereto.

2.4 Carry Computer License Agreement. Contemporaneously
with the execution and delivery of this Agreement, the Purchaser shall have
entered into an agreement for the use and license by Purchaser or its affiliate
of the Carry Computer System at the Locations, and shall have entered into a
software support agreement in respect of the Carry Computer System at the
Locations (together the "New Carry Computer Agreements"), for $3000 per month
and on other terms acceptable to Purchaser and no less favorable to Purchaser
than the current arrangement between Seller and the respective parties thereto.

2.5 Transfer Taxes. Purchaser shall be liable for and
shall pay, either to the Seller or directly to the government authority as
required, all federal, state and provincial sales taxes and all other transfer
taxes or charges properly payable upon and in connection with the transfer of
the Business and the Assets to Purchaser, but excluding any income taxes
payable by the Seller or Shareholder as a result of the completion of the
transactions herein contemplated. Contemporaneously with the execution and
delivery of this Agreement, the Canadian Purchaser and the Canadian Seller
shall jointly execute, and the Canadian Purchaser shall file, within the
prescribed time limit, the election pursuant to Section 167 of the Excise Tax
Act (Canada) in the prescribed form and containing the prescribed information
in order to permit the Canadian Assets to be conveyed without goods and
services taxes being payable in respect of the purchase and sale of same
hereunder.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDER.

Each Seller and the Shareholder, jointly and severally, hereby
represent and warrant to the Purchaser, except as qualified by the Disclosure
Schedule attached hereto as Schedule 3 (the "Disclosure Schedule"), as follows:

3.1 Organization; Good Standing. MNC is a corporation,
duly incorporated, validly existing and in good standing under the laws of
Delaware. MNM is a corporation, duly incorporated, validly existing and in
good standing under the

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<PAGE> 8
laws of Washington. Mayne Nickless is a corporation, duly incorporated,
validly existing and in good standing under the laws of Delaware. Each of MNT
and Mayne Nickless Canada is a corporation duly incorporated, validly existing
and in compliance with its filing requirements under the laws of the Canada
Business Corporations Act. Seller has all requisite corporate power and
authority to own and lease its properties and assets and to carry on its
business as currently conducted.

3.2 Due Authorization; Execution and Delivery. Seller
and the Shareholder have full power and authority to enter into and perform
this Agreement and the agreements and instruments contemplated hereby or
incident hereto (the "Related Agreements") and to carry out the transactions
contemplated hereby and thereby. Seller and Shareholder have taken all
requisite action to approve the execution and delivery of this Agreement and
the Related Agreements and the transactions contemplated hereby and thereby.
Each of this Agreement and the Related Agreements to which any Seller or the
Shareholder is a party constitutes the legal, valid and binding obligation of
each of such party enforceable against it, in accordance with its respective
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
or general equitable principles. Neither the execution and delivery by the
Seller or Shareholder of this Agreement and the Related Agreements nor the
consummation by any of them of the transactions contemplated hereby and thereby
will: (a) conflict with or result in a breach of the articles of incorporation
bylaws or other charter documents of the Seller or Shareholder; (b) violate any
statute, law, rule or regulation or any order, writ, injunction or decree of
any court or governmental authority, which violation, either individually or in
the aggregate, might reasonably be expected to have a material adverse effect
on the business or operations of any Seller or Purchaser's ownership of the
Assets; or (c) violate or conflict with or constitute a default under (or give
rise to any right of termination, cancellation or acceleration under), or
result in the creation of any lien on any of the Assets pursuant to, any
material agreement, indenture, mortgage or other instrument to which the Seller
is a party or by which it or its assets may be bound or affected.

3.3 Consents. Except as set forth on the Disclosure
Schedule, (a) no approval, authorization, consent, order or other action of, or
filing with, any governmental authority or administrative agency is required in
connection with the execution and delivery by the Seller or Shareholder of this
Agreement or the Related Agreements or the consummation of the transactions
contemplated hereby or thereby and (b) no approval, authorization, consent,
order or other action of, or filing with, any other third party is required in
connection with the execution and delivery by the Seller or Shareholder of this
Agreement or the Related Agreements or the consummation of the transactions
contemplated hereby or thereby.

3.4 Title to Assets. The Seller is the sole and
exclusive legal owner of all right, title and interest in, and has good and
valid title to, all of the Assets, free

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<PAGE> 9
and clear of liens, claims and encumbrances except (a) liens for taxes not yet
payable, and (b) liens, claims and encumbrances set forth in the Disclosure
Schedule. Upon the consummation of the transactions contemplated by this
Agreement, neither Seller nor Shareholder nor any affiliate thereof, will hold
any interest in or will own any property or right used principally in the
conduct of the Business (other than any Excluded Assets).

3.5 Real Estate.

(a) Seller has a valid, binding and enforceable leasehold
interest free and clear of liens, claims, encumbrances, subleases or other
restrictions, in and to the real estate on which the operations of the Business
are conducted and to the buildings, structures and improvements situated
thereon (the "Real Estate") other than (i) current taxes or assessments due but
not yet payable and (ii) easements, liens and restrictions set forth on the
Disclosure Schedule (none of which detract from the value or interfere with the
use of the Real Estate in any material way). True, complete and correct copies
of the leases evidencing such interests have been provided to Purchaser.

(b) Seller has not received any notice of, and has no
actual knowledge of, any material violation of any zoning, building, health,
fire, water use or similar statute, ordinance, law, regulation or code in
connection with the leasehold interest in the Real Estate. To the knowledge
of Seller and the Shareholder, no fact or condition exists which would result
in the termination or impairment of access to the Real Estate or
discontinuation of necessary sewer, water, electrical, gas, telephone or other
utilities or services.

(c) To the knowledge of the Seller or Shareholder and
except as set forth on the Disclosure Schedule, no hazardous or toxic material
(as hereinafter defined) exists in any structure located on, or exists on or
under the surface of, any of the Real Estate which is, in any case, in material
violation by Seller of applicable environmental law. For purposes of this
Section, "hazardous or toxic material" shall mean waste, substance, materials,
smoke, gas or particulate matter designated as hazardous, toxic or dangerous
under any environmental law. For purposes of this Section, "environmental law"
shall include the Comprehensive Environmental Response Compensation and
Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act,
the Clean Water Act, the Occupational Safety and Health Act of 1970 and the
Safe Drinking Water Act, as any of same may be amended, and any other
applicable American or Canadian federal, provincial, state or local
environmental, health or safety law, rule or regulation relating to or imposing
liability or standards concerning or in connection with hazardous, toxic or
dangerous waste, substance, materials, smoke, gas or particulate matter.

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<PAGE> 10

3.6 Condition of Assets. All of the Assets which
constitute vehicles or equipment, including without limitation, the computer
hardware and software, communications equipment (including all radios and
dispatch equipment) and the telephone equipment, taken as a whole and not on an
asset by asset basis, are in good condition and working order, ordinary wear
and tear excepted, and are suitable for the uses for which intended, free from
any known defects except such minor defects as do not substantially interfere
with the continued use thereof.

3.7 Governmental Licenses. The Disclosure Schedule lists
and accurately describes all governmental licenses owned or held by the Seller
or Shareholder and necessary for the lawful ownership, operation and conduct of
the Business, except where the failure to hold such governmental license would
not have a material adverse effect on any Seller's business. Each such
governmental license is in full force and effect and is valid under applicable
federal, provincial, state and local laws.

3.8 Taxes. All tax reports and returns required to be
filed by Seller or Shareholder relating to the Assets or the Business
(including sales, use, property and employment taxes) have been filed with the
appropriate American or Canadian federal, provincial, state and local
governmental agencies, and there have been paid all taxes, penalties, interest,
deficiencies, assessments or other charges due as reflected on the filed
returns or claimed to be due by such American or Canadian federal, provincial,
state or local taxing authorities (other than taxes, deficiencies, assessments
or claims which are being contested in good faith and which in the aggregate
are not material to any Seller or Shareholder). Other than as disclosed on the
Disclosure Schedule, there are no examinations or audits pending or unresolved
examinations or audit issues with respect to the Seller's American or Canadian
federal, provincial, state or local tax returns. Seller has provided Purchaser
with copies of all documentation relating to any such audits or examinations
which have been or are being conducted. All additional taxes and fees, if any,
assessed as a result of such examinations or audits either (i) have been paid
by Seller or Shareholder or (ii) are not yet due and will be paid when due by
Seller or Shareholder and are set forth on the Disclosure Schedule. There are
no tax liens against the Assets. There are no pending claims or proceedings
relating to, or asserted for, taxes, penalties, interest, deficiencies or
assessments against the Assets.

3.9 Litigation. Except as set forth in the Disclosure
Schedule, there is no order of any court, governmental agency or authority and
no action, suit, proceeding or investigation, judicial, administrative or
otherwise that is pending, or to Seller or Shareholder's knowledge, is
threatened against or affecting the Seller's business which, if adversely
determined, might materially and adversely affect the business, operations,
properties, assets or conditions (financial or otherwise) of any Seller's
business or which challenges the validity or propriety of any of the
transactions contemplated by this Agreement.

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<PAGE> 11
3.10 Employee Matters.

(a) The Disclosure Schedule sets forth a complete and
accurate list of all material employee benefit, compensation, pension, deferred
profit plans, and all agreements and arrangements (collectively, the "Plans")
that relate to the employees of or drivers operating as independent contractors
in connection with the Business (collectively, the "Agents") including without
limitation (i) all severance, employment, consulting or similar contracts, (ii)
all benefit or compensation plans, and (iii) all indemnification agreements or
arrangements with directors and officers. The Disclosure Schedule sets forth
all liabilities and policies of the Seller or Shareholder with respect to the
Plans. There is no amount of unfunded pension liability under any Plan.

(b) Except as set forth on the Disclosure Schedule, (i)
there are no labor disputes of a material nature pending between the Seller, on
the one hand, and any of the Agents, on the other hand, and there are no known
organizational efforts presently being made involving any employees of the
Business, and (ii) there are no union or collective agreements in place with
any employees of the Business. The Seller has complied in all material
respects with all laws (including American or Canadian federal, provincial,
state or local laws) relating to the employment of labor and employment
practices, including any provisions thereof relating to wages, hours,
collective bargaining and the payment of social security and other taxes, and
is not liable for any material arrearages of wages or any taxes or penalties
for failure to comply with any of the foregoing.

(c) Except as set forth on the Disclosure Schedule, the
Seller has paid, when due all salaries, bonuses, commissions and deferred
compensation expenses in connection with the Employees for all pay periods
ending on dates prior to the Closing Date, and has withheld and paid over to
the proper tax collecting agencies all taxes required to be withheld from or
paid with respect to such payments for all periods through the payroll date
most recently ended prior to the Closing Date.

(d) Contemporaneously with the execution and delivery of
this Agreement and effective as of the Closing Date, the Seller has terminated
the employees listed on Schedule 3.10 hereof (the "Terminated Employees").
Neither Seller nor Shareholder has any liabilities (such as severance pay or
noncompete payments) to any employees or independent contractors terminated
prior to, on or as of the Closing Date, other than the Terminated Employees.
Seller and Shareholder acknowledge that Purchaser will not assume any
liabilities (including without limitation, severance pay or noncompete
payments) related to the Terminated Employees and that Seller and Shareholder
shall be completely responsible therefor.

(e) Each of the employees listed on Schedule 5.5 hereto,
was an employee and not an independent contractor of the Business immediately
prior to the

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execution and delivery of this Agreement. Each of the independent drivers of
the Business listed on Schedule 5.6 hereto (each an "IC"), currently operates
under a Driver and Equipment Lease Agreement (an "IC Agreement") with the
Seller substantially similar to the form attached as Exhibit A hereto.

3.11 Contracts and Agreements. The Disclosure Schedule
contains a list, complete and accurate in all material respects, of all of the
material contracts and agreements relating to the Business to which the Seller
or Shareholder is bound at the Closing Date, including without limitation: (a)
Assumed Contracts (to the extent the same are material to any Seller's
business); (b) collective bargaining agreements, employee benefit plans,
employment, consulting or similar contracts; (c) contracts that may not be
cancelled without penalty upon 30 days or less notice; (d) insurance policies;
and (e) other contracts not made in the ordinary course of business
(collectively the "Material Contracts"). Seller has provided Purchaser with a
true and complete copy of all Material Contracts. No Seller is in default with
respect to any of the Material Contracts or any of the Assumed Contracts and
the Seller has paid all sums and has performed all obligations under the
Material Contracts and the Assumed Contracts which are required to be paid or
performed prior to the Closing Date. The Seller Financial Statements reflect
all payment obligations under any Material Contracts or Assumed Contracts that
have accrued prior to the Closing Date. The Seller has not been advised by any
other party to a Material Contract or an Assumed Contract that the Seller is
deemed to be in default thereunder.

3.12 Intellectual Property. The Seller and the
Shareholder have no knowledge of any claim of infringement or other complaint
that the operation of the Business violates or infringes the rights or the
trade names, copyrights or trademarks or similar intangible rights of others.
The Seller in the conduct of the Business did not and does not utilize any
patent, trademark, tradename, service mark, copyrights, software, trade secret
or similar intangible right or know-how (collectively, the "Intellectual
Property") except for those listed on the Disclosure Schedule, all of which are
owned by or licensed to the Seller (as reflected on the Disclosure Schedule)
free and clear of any liens, claims, charges or encumbrances. The Disclosure
Schedule lists all confidentiality or non-disclosure agreements to which the
Seller is a party which relate to the Business. Seller has the right to grant
the license (the "License") of the Marks (as defined in Section 5.3 hereof)
pursuant to Section 5.3 hereof and there are no outstanding assignments,
grants, licenses, encumbrances, obligations or agreements inconsistent with the
grant of the License.

3.13 Financial Statements.

(a) The Seller has furnished to the Purchaser (i) an
unaudited balance sheet of the Business as of the fiscal year ended July 3,
1995 and the related unaudited statement of operations for the year then ended,
which include results of the Southern California route business sold in May
1995 and allocations by the North

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American and Australian parents of the Seller, and (ii) an unaudited balance
sheet of the Business as of October 1, 1995 and the related unaudited statement
of operations for the 3 months then ended, (collectively, the "Seller Financial
Statements"). The Seller Financial Statements fairly and accurately present in
accordance with Australian generally accepted accounting principles applied on
a consistent basis ("Australian GAAP"), the assets, liabilities and financial
condition of the Business as of the dates thereof and the results of operations
for the periods then ended. Since July 3, 1995, there has been no change in
accounting principles applicable to, or methods of accounting utilized by, the
Seller. The books and records of the Seller pertaining to the Business have
been and are being maintained in accordance with good business practice, are
complete in all material respects, subject to normal year-end adjustments, and
provide the basis, in all material respects for the presentation of financial
condition and results of operations of the Business set forth in the Seller
Financial Statements and Schedules 1.2 and 2.2 hereof.

(b) Since October 1, 1995, there has been no material
adverse change in the financial condition, liquidity or results of operations
of the Business.

(c) Schedule 1.2 fairly and accurately represents in
accordance with Australian GAAP the balances of the current liabilities listed
thereon as of October 1, 1995.

(d) The "Amounts Due to Affiliates" set forth on Schedule
1.2 represents actual operating expenses incurred by Seller in the operation of
the Business and does not reflect any overhead allocations by Seller's
affiliates.

(e) The "Accrued Insurance Expense" set forth on Schedule
1.2 includes expenses allocated to the Seller by the Seller's self-insurance
pool as a deductible or self-insured retention portion relating to actual
workers compensation, automobile and general liability claims in existence
prior to the Closing Date. The Accrued Insurance Expense totaled approximately
$435,000 on the October 1, 1995 balance sheet included in the Seller Financial
Statements.

(f) Schedule 2.2 fairly and accurately represents in
accordance with Australian GAAP the Average Net Working Capital.

(g) The Assets include all assets listed on the October
1, 1995 balance sheet included in the Seller Financial Statements, except for
(i) the Excluded Assets and (ii) those assets acquired or disposed of in the
ordinary course of business since such date (which assets acquired or disposed
of are not in the aggregate material).

(h) All of the Assets which constitute accounts
receivable represent bona fide transactions with third parties and Loomis, are
not subject to offset or counterclaim and are collectible in the ordinary
course of business, subject to such

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<PAGE> 14
allowances for doubtful accounts as have been established in accordance with
past practice.

(i) All of the Assets which constitute inventory
represent items reasonably expected to be used in the ordinary course of
business, subject to such reserves for obsolescence as have been established in
accordance with past practice.

3.14 Brokerage and Commissions. Neither Seller or
Shareholder has engaged any person to act or render services as a broker,
finder or similar capacity in connection with the transactions herein
contemplated and no person has, as a result of any agreement or action by
Seller or Shareholder, any right or valid claim against Seller, Shareholder,
Purchaser or any affiliates thereof for any commission, fee or other
compensation as a broker or finder, or in any similar capacity in connection
with the transactions contemplated herein.

4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser hereby represents and warrants to the Seller as follows:

4.1 Organization and Good Standing. Each U.S. Purchaser
is a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation. The Canadian Purchaser is a
corporation duly organized and validly existing under the laws of Alberta.
Purchaser has all requisite corporate power and authority to own and lease its
properties and carry on its business as currently conducted.

4.2 Due Authorization. Purchaser has full power and
authority to enter into and perform this Agreement and the Related Agreements
and to carry out its obligations hereunder and thereunder. The execution and
delivery of this Agreement and the Related Agreements and the consummation of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of Purchaser. Each of this
Agreement and the Related Agreements has been duly executed and delivered by
Purchaser and constitutes the legal, valid and binding obligation of Purchaser,
enforceable against it in accordance with its respective terms, except as may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally or general equitable
principles.

4.3 Execution and Delivery. Neither the execution and
delivery by Purchaser of this Agreement and the Related Agreements nor the
consummation of the transactions contemplated hereby and thereby will: (a)
conflict with or result in a breach of the Certificate of Incorporation or
Bylaws of Purchaser; (b) violate any law, statute, rule or regulation or any
order, writ, injunction or decree of any court or governmental authority, which
violation, either individually or in the aggregate might

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<PAGE> 15
reasonably be expected to have a material adverse effect on the business or
operations of Purchaser; or (c) violate or conflict with or constitute a
default under (or give rise to any right of termination, cancellation or
acceleration under) any material indenture, mortgage, lease, contract or other
instrument to which Purchaser is a party or by which it is bound or affected.

4.4 Litigation. There is no order of any court,
governmental agency or authority and no action, suit, proceeding or
investigation, judicial, administrative or otherwise, of which Purchaser has
knowledge, that is pending or threatened against or affecting Purchaser which
(a) challenges the validity or propriety of any of the transactions
contemplated by this Agreement or (b) which, if adversely determined, might
materially and adversely affect the business, operations, properties, assets or
conditions (financial or otherwise) of Purchaser and its subsidiaries, taken as
a whole.

4.5 Consents. Except for notification under the
Investment Canada Act, the approvals of the appropriate transportation
regulation authorities including without limitation, the Pennsylvania Public
Utility Commission, the Washington Utilities and Transportation Commission, the
relevant California and U.S. federal transportation agency or commission and
any other necessary licenses to operate the Business in the Locations after the
Closing Date, (a) no consent, approval, authorization, license, exemption of,
filing or registration with any court, governmental authority, commission,
board, bureau, agency or instrumentality, domestic or foreign, is required by
Purchaser in connection with the execution and delivery of this Agreement and
the Related Agreements or the consummation by it of any transaction
contemplated hereby or thereby and (b) no approval, authorization or consent of
any other third party is required in connection with the execution and delivery
by Purchaser of this Agreement and the Related Agreements and the consummation
of the transactions contemplated hereby and thereby.

4.6 Brokerage and Commissions. Other than Hoak
Securities Corp. (whose fees are the responsibility of the U.S. Purchaser or
its U.S. affiliates), Purchaser has not engaged any person to act or render
services as a broker, finder or similar capacity in connection with the
transactions herein contemplated and no person has, as a result of any
agreement or action by Purchaser, any right or valid claim against Purchaser,
Seller or Shareholder or any affiliates thereof for any commission, fee or
other compensation as a broker or finder, or in any similar capacity in
connection with the transactions contemplated herein.

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<PAGE> 16
5. CERTAIN COVENANTS AND AGREEMENTS.

5.1 Best Efforts; Further Assurances.

(a) Each of the Seller, Shareholder and
Purchaser shall take any reasonable action necessary to consummate
the transactions contemplated by this Agreement and will use all
necessary and reasonable means at its disposal to obtain all
necessary consents and approvals of other persons and governmental
authorities required to enable it to consummate the transactions
contemplated by this Agreement and to facilitate the transfer of
the operations of the Business to the Purchaser in a manner that
will facilitate Purchaser's operation of such Business after the
Closing Date.

(b) Without limiting the generality of the
foregoing, the Seller agrees to take all reasonable action
requested by Purchaser to enable the appropriate plating of the
motor vehicles used in the Business and to allow Purchaser to
otherwise operate the Business after the Closing Date including (i)
surrendering to the Motor Carrier Commission or other federal (U.S.
or Canadian) state, provincial or local entity, the motor vehicle
plates used in connection with the Business, (ii) retaining said
motor vehicle plates in its name after the Closing Date and
entering into management arrangements with the Purchaser for the
operation of same until such time as the Purchaser has replated
said motor vehicles in its name, (iii) entering into management
agreements with Purchaser for the operation of the Business until
Purchaser has received the appropriate authority and licenses to
operate the Business in the Locations and (iv) any other actions
reasonably necessary to consummate the transactions contemplated
hereby.

(c) The Seller acknowledges and agrees that it
shall pay all reasonable costs, fees and expenses incurred by it in
obtaining such necessary consents and approvals, including those
certain consents set forth on the Disclosure Schedule. Each party
shall make all filings, applications, statements and reports to all
governmental agencies or entities which are required to be made by
or on its behalf pursuant to any statute, rule or regulation in
connection with the transactions contemplated by this Agreement,
and copies of all filings, applications, statements and reports
shall be provided to the other. The Seller agrees to deliver to
the Purchaser such information as the Purchaser may reasonably
request in respect of Purchaser's completion of all regulatory
approvals required in connection with the transactions contemplated
herein.

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<PAGE> 17
5.2 Assignment.

(a) Subject to subparagraph (b) below of this
Section 5.2, nothing in this Agreement shall constitute an
assignment or an attempted assignment of any Asset contemplated to
be assigned to the Purchaser hereunder which is not assignable
without the consent or approval of another party if such consent or
approval has not been obtained and such assignment or attempted
assignment would constitute a breach thereof; provided that, the
Disclosure Schedule specifically identifies any Asset which has not
been assigned because such consent or approval has not been
obtained and the failure to assign all of such Assets does not
adversely affect the Business or Purchaser's ability to operate the
Business after the Closing Date.

(b) To the extent that the consent and
approval to the assignment of an Asset referred to in subsection
(a) hereof have not been obtained, or until the impediments to the
assignment thereof are resolved, the Seller shall hold the benefits
of any such Asset in trust for the Purchaser and shall cooperate in
any reasonable and lawful arrangement designed to provide such
benefits thereof to Purchaser.

5.3 Seller's Business Names.

(a) As soon as practicable after the Closing
Date, Seller and Shareholder shall cease to use the Assumed Names
or similar words.

(b) Subject to the terms and conditions of
this Section 5.3(b), (i) the Canadian Seller hereby grants to the
Canadian Purchaser a non-exclusive, non-revokable, non-assignable
royalty free license to use the tradename and mark "Loomis Rush
Messenger" and the design marks related thereto (together, the
"Loomis Marks") at the Vancouver and Victoria, British Columbia
Locations, (ii) the U.S. Seller hereby grants to Dynamex West a
non-exclusive, non-revokable, non-assignable royalty free license
to use the tradename and mark "Mayne Nickless Executive Courier"
and the design marks related thereto (together, the "Mayne Nickless
Marks") at the San Diego, Los Angeles and San Francisco, California
Locations for a period of sixty (60) days from the Closing Date
(the "License Period"). The term "Licensor" shall refer to the
Canadian Seller with respect to the Loomis Marks and shall refer to
the U.S. Seller with respect to the Mayne Nickless Marks. The
term "Licensee" shall refer to the Canadian Purchaser with respect
to its license to use the Loomis Marks and shall refer to Dynamex
West with respect to its license to use the Mayne Nickless Marks.
The term "Marks" shall refer to the Loomis Marks with respect to
the license granted hereunder to use the same and shall refer to
the Mayne Nickless Marks with

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<PAGE> 18
respect to the license granted hereunder to use same. The granting
of said licenses to the respective Licensees is subject to the
following restrictions:

(i) the Licensee may only use the
Marks in association with the Business, in a manner
consistent with good business practice and which does
not deviate significantly from the manner in which
the Licensor previously used the Marks in carrying on
the Business.

(ii) the Licensee shall not use the
Marks or any part of same in conjunction with the
corporate name or any business or trade name of the
Licensee, and shall otherwise refrain from using the
Marks in association with any other wares or services
unrelated to the Business.

(iii) the Licensee shall not use the
Marks in any new advertising, literature, signage or
on any newly published material whatsoever.

(iv) the Licensee shall refrain
from doing or causing to be done, either directly or
indirectly, any act which in any way is likely to
jeopardize or affect adversely the validity, the
enforceability or the distinctiveness of the Marks or
the title of the Licensor to same; and

(v) the Licensor or its authorized
representatives or agents shall have the right, from
time to time during normal business hours during the
License Period and upon reasonable notice, to inspect
the premises of the Licensee and the use by the
Licensee of the Marks in order to confirm the
Licensee's conformance to the foregoing.

(vi) Dynamex West shall use its
reasonable best efforts, whenever and wherever
practicable, to use the name "Executive Courier" in
place of "Mayne Nickless Executive Courier".

(c) The Licensee acknowledges that the Marks
are and at all times shall be the exclusive property of the
Licensor and shall employ such notices of the ownership and
licensing or copyrights of the Marks as may be reasonably specified
from time to time by the Licensor. Upon termination of the within
license of the Marks, the Licensee immediately shall cease all use
of the Marks and subsequently shall refrain from using or
advertising the Marks or any words, designs, trademarks or
tradenames, or any part of

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<PAGE> 19
which is confusingly similar to the Marks, whether as the whole or
a part of its corporate name, trade name, business style or
otherwise. This Subsection 5.3(c) shall survive the termination of
the within licenses of the Marks and shall remain in full force and
effect at all times after such termination.

5.4 Public Announcements. Contemporaneously with the
execution and delivery of this Agreement, the Purchaser and the Seller shall
jointly notify all of the customers of the Business of the transaction
contemplated by this Agreement, such notification to be in form and content as
is reasonably agreed to by the parties. The notification to the Vancouver and
Victoria, British Columbia and the San Diego, Los Angeles and San Francisco
Locations shall indicate that after the License Period, the Licensee shall no
longer be using the Marks. The parties to this Agreement shall consult and
reasonably cooperate with one another concerning any disclosure to be made
concerning the execution and delivery of this Agreement, and Seller and
Shareholder hereby consent in advance to any disclosure of this Agreement to
the Purchaser's or its affiliate's primary lenders or in any document that is
required to be filed with any governmental agency or commission pursuant to a
statute, rule, regulation or similar legal requirement.

5.5 Employees. Contemporaneously with the execution and
delivery of this Agreement, Purchaser shall offer employment to each of the
employees of the Business listed on Schedule 5.5 hereto, other than Terminated
Employees, on terms and conditions of employment that are no less favorable, in
the aggregate, than the terms and conditions of employment of each such
employee immediately prior to the Closing Date. Any of such employees who
accept such employment with Purchaser shall be referred to herein as an
"Assigned Employee".

5.6. Independent Contractors. Contemporaneously with the
execution and delivery of this Agreement, Purchaser shall request each IC's
consent to Seller's assignment of the IC Agreement to the appropriate
Purchaser, to the extent relating to periods on and after the Closing Date.
Any of such ICs who consent to such assignment of their IC Contract shall be
referred to herein as an "Assigned IC".

5.7 Insurance Matters. Seller acknowledges that (a) it
will continue to direct the administration of all existing workers
compensation, automobile and general liability claims in existence prior to the
Closing Date and any claims filed after the Closing Date, but which relate to
the period prior to the Closing Date and (b) that while Purchaser has assumed a
one-time payment of the Accrued Insurance Expense (defined in Section 3.13(e)
hereof) set forth on the Post-Closing Balance Sheet, Purchaser has not assumed
any liability relating to the claims underlying this expense or any other
liability of Seller other than the specifically identified Assumed Liabilities
and Assumed Contracts. The Purchaser shall pay to Seller an amount equal to
the Accrued Insurance Expense as reflected on the Post-Closing Balance Sheet
and such

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<PAGE> 20
amount shall be paid by wire transfer in biweekly installments of $100,000 each
beginning two weeks after the Closing Date, except for the final payment which
will equal the balance of such Accrued Insurance Expense less all prior
installments.

5.8 Surety Bonds. Simultaneously with the execution and
delivery of this Agreement, the Seller will issue notices of cancellation for
all surety bonds posted in connection with the Business on the Closing Date.
The Purchaser will have thirty (30) or sixty (60) days in which to replace the
surety bonds depending on the length of time set forth in the cancellation
clauses of such bonds. Those surety bonds that cannot be canceled will be
allowed to run to their normal anniversary date but Purchaser shall not be
entitled to obtain the benefit thereof.

5.9 Maintenance and Access to Records. The Purchaser
agrees that it will retain all books and records relating to employment,
insurance and tax matters of the Business and delivered to Purchaser by Seller
hereunder (the "Records"), until the expiration of the 7 year period commencing
on the date hereof and as otherwise required by law. Upon no less than 3 days
notice, Seller or its authorized representatives shall have access during
reasonable business hours to (a) such Records and shall be permitted to copy
same at Seller's sole expense and (b) such of Purchaser's employees who have
knowledge of the affairs of Seller prior to such date, as reasonably requested
by Seller and at Seller's sole expense; provided, that, Seller and its agents
shall keep in confidence and shall not use or disclose to others any
information provided to it by Purchaser under this Section 5.9, except
information as is in the public domain or as necessary to comply with a
regulatory or court order. Purchaser shall not be responsible or liable to
Seller or any other entity for or as a result of any loss or destruction of or
damage to any Records.

5.10 Liens. Seller will use its reasonable best
efforts to release the liens and encumbrances set forth on Schedule 5.10 hereto
to the extent the same relate to the Assets (the "Designated Liens"). The
parties acknowledge that Purchaser is not assuming any liability or
responsibility with respect to the indebtedness underlying such Designated
Liens.

6. NONCOMPETITION AGREEMENT.

6.1 Acknowledgement. The parties acknowledge that Seller
and Shareholder have obtained intimate knowledge of the Business and its
clients. Furthermore, Purchaser would suffer damages, including the loss of
profits, if the Seller solicited any customers or employees of Purchaser or the
Business or, except as otherwise provided in Section 6.4 hereof, competed
therewith in connection with the conduct of the Business. The parties
recognize and agree that the covenants of Shareholder and Seller contained in
this Section 6 are essential to the ability of Purchaser to retain the goodwill
related to the Business.

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6.2 Non-Solicitation. Subject to Section 6.4 hereof, for
a period commencing on the Closing Date and ending on the third anniversary of
such date (the "Non-Compete Period"), neither Seller nor Shareholder will,
directly or indirectly, without the written consent of the Purchaser, solicit
for its own behalf or on behalf of any other entity, person, partnership,
association or corporation, any individual or entity for whom any Seller or the
Purchaser has provided services in connection with the Business (the
"Customers") for the purpose of causing such Customers to obtain such services
from any entity other than Purchaser.

6.3 Non-Competition. Subject to Section 6.4 hereof,
Seller and Shareholder hereby agree that during the Non-Compete Period, it
shall not, directly or indirectly, either through any kind of ownership (other
than ownership of securities of publicly held corporations of which such entity
individually or in the aggregate owns less than 5% of any class of outstanding
securities) or as an agent or consultant, offer to the public at large same-day
intra-city on demand courier services in any of the Locations.

6.4 Incidental Services. The Purchaser acknowledges that
Seller, Shareholder and their respective affiliates currently carry on a
variety of on demand courier services primarily involving intercity or
overnight delivery. Notwithstanding the provisions of Sections 6.2 and 6.3
hereof, neither Seller nor Shareholder shall be or be deemed to be in breach of
this Agreement should either of them (a) at the request of their respective
Customers, carry on same-day intra-city on demand courier services for such
Customers in the Locations, provided that, the provision of such services is
incidental to and not the principal present or future business of Seller or
Shareholder; or (b) engage in the business of warehousing and distributing
inventory on behalf of third parties by storing inventory at distribution
centers and delivering such inventory to the third parties' locations on a
same-day intra-city on demand basis. In the event that Seller or Shareholder
propose to engage in the inventory warehousing and distribution business in
Pittsburgh pursuant to subsection (b) hereof, Seller or Shareholder shall, to
the extent reasonably practicable, offer to Purchaser an opportunity to bid on
providing such business on behalf of Seller or Shareholder, as the case may be.

6.5 Injunctive Relief. Seller and Shareholder
acknowledge that a violation by it of the agreements and covenants contained in
this Section 6 may cause irreparable damage to the Purchaser and that the
Purchaser may have no adequate remedy at law for such violation. Accordingly,
Seller and Shareholder agree that the Purchaser's right to injunctive relief
shall be cumulative and in addition to whatever remedies the Purchaser may have
at law.

21
<PAGE> 22
7. DOCUMENTS TO BE DELIVERED.

7.1 To Purchaser. Contemporaneously with the execution
and delivery of this Agreement, there shall be delivered to Purchaser:

(a) The bills of sale, agreements of assignment and
similar instruments of transfer of the Assets;

(b) Opinions of counsel to the Seller, dated as of the
Closing Date, in a form reasonably acceptable to Purchaser;

(d) Executed copies of the New Carry Computer Agreements;
and

(e) All other items reasonably requested by Purchaser.

7.2 To Seller and Shareholder. Contemporaneously with
the execution and delivery of this Agreement, there shall be delivered to the
Seller or Shareholder, as the case may be:

(a) The Cash Purchase Price payable by wire transfer;

(b) Opinions of Purchaser's counsel, dated as of the
Closing Date, in a form reasonably acceptable to Seller;

(d) All other items reasonably requested by the Seller.

8. SURVIVAL.

All representations and warranties made by any party to this
Agreement or pursuant hereto shall be deemed to be material and to have been
relied upon by the parties hereto, and shall survive for a period of two years
from the Closing Date, except for the representations and warranties of Seller
and Shareholder set forth in Sections 3.5(c) and 3.8 hereof which shall survive
until the later of two years from the Closing Date or the expiration of the
appropriate statute of limitations related to the claim asserted with respect
thereto. All covenants and agreements made by any party to this Agreement or
pursuant hereto shall be deemed to be material and to have been relied on by
the parties hereto and shall survive the Closing and remain in full force and
effect in accordance with their own terms, including without limitation, the

22
<PAGE> 23
covenants of Seller and Shareholder set forth in Sections 5 and 6 hereof. The
representations and warranties hereunder shall not be affected or diminished by
any investigation at any time by or on behalf of the party for whose benefit
such representations and warranties were made. All statements contained herein
or in any certificate, exhibit, list or other document delivered pursuant
hereto shall be deemed to be representations and warranties. No representation
or warranty contained herein shall be deemed to be made at any time after the
date of this Agreement or, if made in a certificate, the date of such
certificate.

9. INDEMNIFICATION OF PURCHASER.

Subject to the limitations set forth in Section 11, the Seller and
the Shareholder, jointly and severally, shall indemnify and hold Purchaser
harmless from, against, for and in respect of:

(a) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and encumbrances
suffered, sustained, incurred or required to be paid by Purchaser because of
the breach of any written representation, warranty, agreement or covenant of
the Seller or Shareholder contained in this Agreement or any Related Agreement;

(b) any and all liabilities, obligations, claims and
demands arising out of the ownership and operation of the Business prior to the
Closing Date (other than the Assumed Liabilities);

(c) any and all liabilities, obligations, claims and
demands arising out of the engagement, employment or termination of (i) the
Terminated Employees, (ii) any employee or independent contractor who is not an
Assigned Employee or Assigned IC;

(d) any and all liabilities, obligations, claims and
demands arising out of the employment or engagement (but not the termination of
employment or engagement) of any Assigned Employee or Assigned IC arising from
such person's employment or contractual relationship with the Business prior to
or on the Closing Date (other than Assumed Liabilities);

(e) any and all liabilities, obligations, claims and
demands arising out of Sellers' noncompliance with any applicable bulk sales
legislation, except for any such liabilities, obligations, claims or demands
resulting from the failure of Purchaser

23
<PAGE> 24
to pay, perform or discharge the Assumed Liabilities or Assumed Contracts after
the Closing Date;

(f) any and all tax liabilities of Seller or Shareholder
attributable to periods prior to or as of the Closing Date (other than Assumed
Liabilities);

(g) any and all liabilities, obligations, claims and
demands arising out of any Designated Liens or the indebtedness underlying such
Designated Liens;

(h) any and all liabilities, obligations, claims and
demands arising out of any pension plan or fund of Seller or Shareholder or
relating to the Business or any rights or obligations with respect thereto; and

(i) all reasonable costs and expenses (including, without
limitation, attorneys' fees, interest and penalties) incurred by Purchaser in
connection with any action, suit, proceeding, demand, assessment or judgment
incident to any of the matters indemnified against in this Section 9.

10. INDEMNIFICATION OF SELLER.

Subject to the limitations set forth in Section 11, Purchaser shall
indemnify and hold the Seller harmless from, against, for and in respect of:

(a) any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of action and encumbrances
suffered, sustained, incurred or required to be paid by the Seller because of
the breach of any written representation, warranty, agreement or covenant of
Purchaser contained in this Agreement or any Related Agreement;

(b) any and all liabilities, obligations, claims and
demands arising out of the ownership and operation of the Business on and after
the Closing Date, except to the extent the same arises from a breach of any
written representation, warranty, agreement or covenant of the Seller or
Shareholder contained in this Agreement or any Related Agreement;

(d) any and all claims for statutory or contractual
termination or severance pay or common law damages that specifically relate to
the Purchaser's (i) termination of its employment of any Assigned Employee or
(ii) termination or breach of its contractual relationship with any Assigned
IC; and

(e) all reasonable costs and expenses (including, without
limitation, attorneys' fees, interest and penalties) incurred by the Seller in
connection with any

24
<PAGE> 25
action, suit, proceeding, demand, assessment or judgment incident to any of the
matters indemnified against in this Section 10.

11. GENERAL RULES REGARDING INDEMNIFICATION.

The obligations and liabilities of each indemnifying party
hereunder with respect to claims resulting from the assertion of liability by
the other party or indemnified third parties shall be subject to the following
terms and conditions:

(a) Any claim by an indemnified party under Section 9 or
10 hereof must be made in writing and in the case of a claim based on a breach
of a representation or warranty, no later than two years after the Closing
Date, except with respect to claims based upon a breach of the representations
and warranties set forth in Sections 3.5(c) or 3.8 hereof which may be made
until the later of two years after the Closing Date or the expiration of the
appropriate statute of limitations related to the claim asserted;

(b) The indemnified party shall give prompt written
notice (which in no event shall exceed 30 days from the date on which the
indemnified party first becomes aware of such claim or assertion) to the
indemnifying party of any claim which might give rise to a claim by the
indemnified party against the indemnifying party based on the indemnity
agreements contained in Section 9 or 10 hereof, stating the nature and basis of
said claims and the amounts thereof, to the extent known;

(c) If any action, suit or proceeding is brought against
the indemnified party with respect to which the indemnifying party may have
liability under the indemnity agreements contained in Section 9 or 10 hereof,
the action, suit or proceeding shall, upon the written acknowledgement by the
indemnifying party that it is obligated to indemnify under such indemnity
agreement, be defended (including all proceedings on appeal or for review which
counsel for the indemnified party shall deem appropriate) by the indemnifying
party. The indemnified party shall have the right to employ its own counsel in
any such case, but the fees and expenses of such counsel shall be at the
indemnified party's own expense unless the employment of such counsel and the
payment of such fees and expenses both shall have been specifically authorized
in writing by the indemnifying party in connection with the defense of such
action, suit or proceeding, in which case the indemnifying party shall bear
such fees and expenses. The indemnified party shall be kept fully informed of
such action, suit or proceeding at all stages thereof whether or not it is
represented by separate counsel;

(d) The indemnified party shall make available to the
indemnifying party and its attorneys and accountants all books and records
relating to, and using reasonable best efforts, any of its employees with
knowledge of, such proceedings or litigation and the parties hereto agree to
render to each other such assistance as they

25
<PAGE> 26
may reasonably require of each other in order to ensure the proper and adequate
defense of any such action, suit or proceeding.

(e) The indemnifying party shall not make any settlement
of any claims which may adversely affect the indemnified party without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld or delayed;

(f) If any claims are made by third parties against an
indemnified party for which an indemnifying party would be liable, and it
appears likely that such claims might also be covered by the indemnified
party's insurance policies, the indemnified party shall make a timely claim
under such policies and to the extent that such party obtains any recovery from
such insurance, such recovery shall be offset against any sums due from an
indemnifying party (or shall be repaid by the indemnified party to the extent
that an indemnifying party has already paid any such amounts). The parties
acknowledge, however, that if an indemnified party is self-insured as to any
matters, either directly or through an insurer which assesses retroactive
premiums based on loss experience, then to the extent that the indemnified
party bears the economic burden of any claims through self-insurance or
retroactive premiums or insurance ratings, the indemnifying party's obligation
shall only be reduced by any insurance recovery in excess of the amount paid or
to be paid by the indemnified party in insurance premiums; and

(g) Except as herein expressly provided, the remedies
provided in Sections 9 through 11 hereof shall be cumulative and shall not
preclude assertion by any party of any other rights or the seeking of any other
rights or remedies against any other party hereto.

(h) Notwithstanding any other provision of this
Agreement, (i) no party hereto shall assert against the other party hereto any
claim or claims for indemnity hereunder until the aggregate amount of the claim
or claims asserted to that date, including the claim or claims then being
asserted, is at least $100,000 (the "Initial Threshold"), and then only to the
extent that the amount of such claim or claims exceeds the Initial Threshold;
(ii) any claims asserted in excess of the Initial Threshold must be asserted in
increments of $10,000 or more; and (iii) in no event shall the aggregate amount
of claims to be paid in the aggregate by Seller and the Shareholder relating to
this Agreement exceed the amount of the Purchase Price.

26
<PAGE> 27
12. MISCELLANEOUS PROVISIONS.

12.1 Currency. All amounts referred to herein shall be
deemed to be expressed in U.S. dollar amounts, unless otherwise indicated.

12.2 Expenses. Except as otherwise expressly provided
herein, each party shall pay the fees and expenses incurred by it in connection
with the transactions contemplated by this Agreement. If any action is brought
for breach of this Agreement or to enforce any provision of this Agreement, the
prevailing party shall be entitled to recover court costs, arbitration expenses
and reasonable attorneys' fees.

12.3 Amendment. This Agreement may be amended at any time
but only by an instrument in writing signed by the parties hereto.

12.4 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or mailed by certified mail, return receipt requested, or by nationally
recognized "next-day" delivery service, to the parties at the addresses set
forth below (or at such other address for a party as shall be specified by like
notice), or sent by facsimile to the number set forth below (or such other
number for a party as shall be specified by proper notice hereunder):

If to the Purchaser:

Richard K. McClelland, President
Dynamex Inc.
2630 Skymark Ave.
Mississauga, Ontario L4W 5A4
Fax: 905-238-8980

With a copy (which shall not constitute notice) to:

Crouch & Hallett, L.L.P.
717 North Harwood Street, Suite 1400
Dallas, Texas 75201
Attn: Bruce H. Hallett
Fax: 214-953-0576

If to the Seller or Shareholder:

Mayne Nickless North America
50 Burnhamthorpe Road West
Mississauga, Ontario L5B 3C2
Attn: Linda Ujihara and John Smye

27
<PAGE> 28
Fax: 905-272-2215

With a copy (which shall not constitute notice) to:

Fraser & Beatty
One First Canadian Place, 41st
100 King Street West
P.O. Box 100
Toronto, Ontario, M5X 1B2
Attn: John M. Langs
Fax: 416-863-4592

12.5 Assignment. No party may assign or otherwise
transfer this Agreement nor any of its rights hereunder to any person or
entity, without the prior written consent of the other party hereto, except
that Purchaser may assign its right under this Agreement and under any Related
Documents without the consent of any Seller (a) to any of its affiliates or (b)
to any financial institution(s) or their affiliates as required pursuant to any
existing or future financing agreements. In addition, upon foreclosure or sale
in lieu of foreclosure or deed by or to any such financial institutions or
their affiliates, the warranties, representations, obligations, agreements and
indemnities of Seller and Shareholder in this Agreement and in other Related
Documents will inure to the benefit of such financial institutions (or their
affiliates) or any such purchaser or grantee. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, heirs and permitted assigns.

12.6 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

12.7 Headings. The headings of the Sections of this
Agreement are inserted for convenience only and shall not constitute a part
hereof.

12.8 Entire Agreement. This Agreement and the documents
referred to herein contain the entire understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties, conveyances or undertakings other than those expressly
set forth herein. This Agreement supersedes any prior agreements and
understandings between the parties with respect to the subject matter.

28
<PAGE> 29
12.9 Waiver. No attempted waiver of compliance with any
provision or condition hereof, or consent pursuant to this Agreement, will be
effective unless evidenced by an instrument in writing by the party against
whom the enforcement of any such waiver or consent is sought.

12.10 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware.

12.11 Further Assurances. This Agreement shall operate as
an actual conveyance of the Assets and the actual assumption of the Assumed
Liabilities and the Assumed Contracts by Purchaser but each of the parties
shall execute and deliver such further documents and instruments and do all
such acts and things as may be reasonably necessary or requisite to carry out
the full intent and meaning of this Agreement and to effect the transactions
contemplated herein.

12.12 Severability. The parties hereto intend all
provisions of this Agreement to be enforced to the fullest extent permitted by
law. Accordingly, should a court of competent jurisdiction determine that the
scope of any provision is too broad to be enforced as written, the parties
intend that the court should reform the provision to such narrower scope as it
determines to be enforceable. If, however, any provision of this Agreement is
held to be illegal, invalid or unenforceable under present or future law, such
provision shall be fully severable; and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision were never a
part hereof; and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance, except to the extent such
remaining provisions constitute obligations of another party to this Agreement
corresponding to the unenforceable provision.

[signature page to follow]

29
<PAGE> 30
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.

DYNAMEX OPERATIONS EAST, INC.

By: /s/ RICHARD K. McCLELLAND
--------------------------------------
Richard K. McClelland, President

DYNAMEX OPERATIONS WEST, INC.

By: /s/ RICHARD K. McCLELLAND
--------------------------------------
Richard K. McClelland, President

PARCELWAY COURIER SYSTEMS CANADA, LTD.

By: /s/ RICHARD K. McCLELLAND
--------------------------------------
Richard K. McClelland, President

MAYNE NICKLESS COURIER SYSTEMS, INC.

By: /s/ PATRICK BROOKER
--------------------------------------
Its:
-------------------------------------

MAYNE NICKLESS MESSENGER SERVICES, INC.

By: /s/ PATRICK BROOKER
--------------------------------------
Its:
-------------------------------------
MAYNE NICKLESS TRANSPORT INC.

By: /s/ PATRICK BROOKER
--------------------------------------
Its:
-------------------------------------
MAYNE NICKLESS INCORPORATED

By: /s/ PATRICK BROOKER
--------------------------------------
Its:
-------------------------------------
MAYNE NICKLESS CANADA INC.

By: /s/ PATRICK BROOKER
--------------------------------------
Its:
-------------------------------------

<PAGE> 1
EXHIBIT 10.13

AIR CANADA

AND

PARCELWAY COURIER SYSTEMS CANADA LTD.

- --------------------------------------------------------------------------------

ASSET PURCHASE AGREEMENT

- --------------------------------------------------------------------------------

May 31, 1995

SMITH, LYONS, TORRANCE, STEVENSON & MAYER
Barristers & Solicitors
Suite 6200
Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Z7
<PAGE> 2
TABLE OF CONTENTS

AGREEMENT OF PURCHASE AND SALE

PARCELWAY COURIER SYSTEMS CANADA LTD.

<TABLE>
<S> <C>
ARTICLE 1 - INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 2 - PURCHASE AND SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1 Purchase and Sale of Purchased Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.2 Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.3 Allocation of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.5 Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.6 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 3 - CONDITIONS OF CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.1 Purchaser's Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2 Vendor's Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.3 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.1 Representations and Warranties of the Vendor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 Representations and Warranties of the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.3 Warranties True at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 5 - EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.1 Employment of Non-Union Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.2 Unionized Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 6 - INDEMNITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1 Indemnity by Vendor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Indemnity by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 7 - ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.1 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.2 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.3 Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.4 Transfer of Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.5 Bulk Sales Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.6 Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.7 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.8 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
<PAGE> 3
2.

<TABLE>
<S> <C>
7.9 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 8 - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.1 Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.2 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.3 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.5 Time of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.7 Partial Invalidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.8 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.9 Article and Section Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.10 Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.11 Tender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.12 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.13 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
<PAGE> 4
THIS ASSET PURCHASE AGREEMENT is made this 31st day of May, 1995

B E T W E E N:

AIR CANADA, a company existing under the federal laws
of Canada

(hereinafter referred to as the "VENDOR")

- and -

PARCELWAY COURIER SYSTEMS CANADA LTD, a company
existing under the laws of the Province of Alberta

(hereinafter referred to as the "PURCHASER")

WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to purchase
substantially all of the assets, property and undertaking relating to the
Business, as hereinafter defined;

NOW THEREFORE in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

ARTICLE 1 - INTERPRETATION

1.1 Defined Terms: In this Agreement, unless there is something in the
subject matter or context inconsistent therewith, the following terms shall
have the following meanings:

(a) "AGREEMENT" means this agreement, all instruments supplemental or
ancillary hereto and the Schedules attached hereto;

(b) "ASSUMED LIABILITIES" means all liabilities of the Vendor disclosed on
Schedule G; Employee Claims and all Claims of which Richard McClelland
or the Purchaser is aware as of Closing Date; and all liabilities
incurred by the Business in the ordinary course of business prior to
the Closing Date, not disclosed on the Schedules hereto, provided that
each such liability does not exceed individually the sum of
$10,000.00; but, for greater certainty, Assumed Liabilities does not
include (i) any liabilities owing by Dynamex tto the Vendor (except
for monies owing to the Vendor for air cargo and related services
<PAGE> 5
2.

rendered by the Vendor to the Business as disclosed on Schedule
G(ii)); (ii) any Claims relating to the Reorganization;

(c) "BUSINESS" means the business of providing demand response courier,
strategic stocking and fleet management services, as carried on by
Dynamex immediately prior to the Reorganization;

(d) "CASH PAYMENT" means a wire transfer on behalf of the Purchaser to a
bank account designated by the Vendor, in the amount of $4,000,000;

(e) "CLAIMS" means all actions, suits or proceedings, pending or
threatened, before any court, governmental commission, department,
board, authority or other administrative agency or any administrative
officer, including, without limitation, any Claims in respect of
environmental matters;

(f) "CLOSING" means the consummation on the Closing Date of the
transactions contemplated by this Agreement;

(g) "CLOSING DATE" means May 31, 1995 or such other date as is agreed upon
in writing by the parties hereto;

(h) "COLLECTIVE AGREEMENTS" means all collective agreements relating to
Dynamex;

(i) "CONTRACTS" means all contracts, agreements, commitments, leases,
entitlements and engagements relating to Dynamex, the Business and the
Purchased Assets;

(j) "DYNAMEX" means Dynamex Express Inc., a company existing under the
federal laws of Canada, all of the shares of which are owned,
beneficially and of record, by the Vendor;

(k) "EMPLOYEES" means the Non-Union Employees and the Unionized Employees;

(l) "EMPLOYEE CLAIMS" means any Claims by Employees that arise after the
Closing Date and that occur or arise primarily as a result of events
caused, or actions taken, by the Purchaser, notwithstanding that such
Claims may also relate to, or include, liabilities, debts or other
obligations that arose prior to the Closing Date and, without limiting
the foregoing, includes all wages, bonuses, vacation pay, benefits and
other similar entitlements of Employees and any and all costs related
to the termination of the employment including payment in lieu of
reasonable notice, statutory or contractual severance pay, damages for
wrongful dismissal, including reasonable fees of counsel accruing due
after the Closing Date;
<PAGE> 6
3.

(m) "ENCUMBRANCES" means all mortgages, charges, pledges, liens, licences,
privileges, security interests and other encumbrances;

(n) "FINANCIAL STATEMENTS" means the audited financial statements of
Dynamex dated December 31, 1994, consisting of the balance sheet and
statements of income and retained earnings and changes in financial
position and all notes thereto as reported on by Messrs. Price
Waterhouse, Chartered Accountants, the unaudited financial statements
of Dynamex dated December 31, 1994 and the unaudited quarterly
financial statements of Dynamex for the period ending March 31, 1995
consisting of the balance sheet, statement of operations and statement
of changes in cash position, true and complete copies of which are
attached hereto as Schedule G;

(o) "INTELLECTUAL PROPERTY RIGHTS" means all trade marks, trade mark
registrations and applications, patents, patent applications,
copyright, copyright applications and other intellectual property
rights that Dynamex used exclusively in the Business prior to the
Reorganization and not otherwise used by the Vendor, and all future
variations or modifications thereto, including without limitation, the
trade marks listed on Schedule N;

(p) "LEASES" means the agreements relating to the lease of properties used
in the Business, true and complete copies of which are attached as
Schedule H;

(q) "MATERIAL CONTRACTS" means the Leases, an agreement dated April 4,
1994 between Datatrac Corporation and Dynamex and an escrow agreement
dated January 18, 1993 between Datatrac Corporation, Dynamex and
Montreal Trust Company of Canada;

(r) "NON-UNION EMPLOYEES" means those persons who were employed by Dynamex
immediately prior to the Reorganization as salaried employees of the
Business;

(s) "PENSION PLANS" means the plans respecting bonus, deferred
compensation, profit sharing, pension, retirement, stock option, stock
purchase and hospitalization insurance and any other plans, policies
or arrangements, written or oral, providing employee benefits to
Non-Union Employees and Unionized Employees;

(t) "PERMITTED ENCUMBRANCES" means the Encumbrances listed on Schedule R;

(u) "PURCHASED ASSETS" means all of the Vendor's right, title and interest
in and to all the assets used by Dynamex in the conduct of the
Business immediately prior to the Reorganization, including, without
limitation, the following assets:

(i) all cash, bank balances, deposits or other moneys in
possession of banks or other depositories and similar cash
items beneficially owned by Dynamex immediately prior to the
Reorganization;
<PAGE> 7
4.

(ii) all accounts receivable of Dynamex (including amounts owing in
respect of demand response courier, strategic stocking and
fleet management services furnished by Dynamex) immediately
prior to the Reorganization, including without limitation, a
mortgage receivable in the amount of approximately U.S.
$155,000;

(iii) all of the Vendor's right, title and interest in and to the
assets described in Schedule A;

(iv) all equipment, machinery, vehicles, fixtures and furniture,
owned or leased by Dynamex immediately prior to the
Reorganization;

(v) all systems, books, records, procedural manuals, computer
programmes, software and hardware, sales histories, marketing
reports and data, customer lists and other information and
documents owned or leased by Dynamex immediately prior to the
Reorganization;

(vi) all inventory owned by Dynamex immediately prior to the
Reorganization at the Closing Date, including spare parts and
supplies;

(vii) the full benefit of all prepaid expenses (including any
refunds in respect thereof) accruing to Dynamex immediately
prior to the Reorganization;

(viii) the benefit of all Contracts, including, without limitation,
the Leases;

(ix) all technology, formulae, know-how and other industrial
know-how which are owned by Dynamex immediately prior to the
Reorganization.

(x) all Intellectual Property Rights; and

(xi) the goodwill associated with the Business, including without
limitation, the name "Dynamex" and the telephone numbers
relating to the Business;

(v) "PURCHASE PRICE" means the aggregate amount of $10,450,000 and the
Assumed Liabilities;

(w) "PURCHASER" means Parcelway Courier Systems Canada Ltd.;

(x) "REORGANIZATION" means all steps and transaction completed in order to
transfer all of the assets and liabilities of Dynamex to the Vendor;

(y) "SECURITY AGREEMENT" means the general security agreement executed by
the Purchaser in favour of the Vendor, in the form attached hereto as
Schedule M;
<PAGE> 8
5.

(z) "SUBORDINATE NOTE" means the promissory note executed by the Purchaser
in favour of the Vendor, in the form attached hereto as Schedule F;

(aa) "SUBORDINATION AGREEMENT" means the agreement between the Vendor, The
Gray Line of Victoria Ltd., the Bank of Montreal and the Purchaser in
the form attached hereto as Schedule J;

(ab) "TRADE ACCOUNTS" means all trade accounts payable of the Vendor
relating to the Business listed on Schedule G that are outstanding as
of the Closing Date;

(ac) "UNIONIZED EMPLOYEES" means those persons who were employed by Dynamex
in the Business immediately prior to the Reorganization and covered by
the terms of any Collective Agreement; and

(ad) "VENDOR" means Air Canada.

1.2 Schedules: The following schedules are attached to and incorporated
into this Agreement by reference and are deemed to be a part hereof:

"A" - Purchased Assets - (i) Vehicles
- (ii) Inventory/Equipment
"B" - Contracts
"C" - Intentionally Deleted
"D" - Non-Competition Agreement
"E" - Allocation of Purchase Price
"F" - Subordinate Note
"G" - Assumed Liabilities - (i) Financial Statements
- (ii) Trade Accounts
- (iii) Claims
- (iv) Other Liabilities
"H" - Intentionally Deleted
"I" - Intentionally Deleted
"J" - Subordination Agreement
"K" - Air Canada Services Agreement
"L" - Non-Union Employees
"M" - General Security Agreement
"N" - Intellectual Property Rights
"O" - Intentionally Deleted
"P" - Legal Opinion (Purchaser's Counsel)
"Q" - Legal Opinion (Vendor's Counsel)
"R" - Permitted Encumbrances

<PAGE> 9

ARTICLE 2 - PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale of Purchased Assets: Subject to the terms and
conditions hereinafter contained, the Purchaser hereby agrees to purchase from
the Vendor, and the Vendor hereby agrees to sell to the Purchaser, the
Purchased Assets.

2.2 Payment of Purchase Price: The Purchaser shall satisfy payment of the
Purchase Price at Closing by delivering to the Vendor the Cash Payment and the
Subordinate Note and by assuming the Assumed Liabilities.

2.3 Allocation of Purchase Price: The Purchase Price shall be allocated
among the Purchased Assets as set out in Schedule E hereto, and the Vendor and
the Purchaser agree to report the purchase and sale of the Purchased Assets in
any returns required to be filed under the Income Tax Act (Canada) and other
taxation statutes in accordance with the provisions of Schedule E hereto. The
Vendor and the Purchaser agree to complete and file in a timely manner under
Section 167 of the Excise Tax Act (Canada) and Section 75 of the Quebec Sales
Tax Act. Notwithstanding any such election, in the event that it is determined
by Revenue Canada or by the Ministere du Revenu du Quebec that there is a Goods
and Services Tax or Quebec Sales Tax liability of the Purchaser to pay Goods
and Services Tax or Quebec Sales Tax on all or part of the Purchased Assets,
the Vendor and the Purchaser agree that such Goods and Services Tax or Quebec
Sales Tax, as the case may be, shall, unless already collected from the
Purchaser by the Vendor, be forthwith remitted by the Purchaser to Revenue
Canada or the Ministere du Revenu du Quebec, as the case may be.

2.4 Transfer Taxes: The Purchaser shall be liable and shall pay all sales
taxes, registration fees or other like charges properly payable by the
Purchaser upon and in connection with the sale, assignment, conveyance and
transfer of the Purchased Assets from the Vendor to the Purchaser hereunder.

2.5 Assumption of Liabilities: Except for the Assumed Liabilities, the
Purchaser is not assuming and shall not be responsible for any of the
liabilities, debts or obligations of the Vendor, whether present or future, and
whether or not relating to the Business or the Purchased Assets.

2.6 Closing: Closing shall be completed at the offices of Smith, Lyons,
Torrance, Stevenson & Mayer, the Purchaser's legal counsel, located at Suite
6200, 40 King Street West, Toronto, Ontario at 10:00 a.m. (Toronto time) on the
Closing Date.

ARTICLE 3 - CONDITIONS OF CLOSING
<PAGE> 10
7.

3.1 Purchaser's Conditions: The Purchaser may refuse without liability to
complete the purchase of the Purchased Assets unless on the Closing Date:

(a) WARRANTIES AND COVENANTS: The Vendor's representations and warranties
in Section 4.1 shall be true and correct in all material respects, all
covenants to be carried out or to be complied with in all material
respects on or before the Closing Date for the benefit of the
Purchaser contained in herein shall have been carried out or complied
with, and the Vendor shall have delivered to the Purchaser a
certificate of a senior officer of the Vendor certifying thereto;

(b) PROCEEDINGS: All corporate and other action on the part of the Vendor
shall have been taken to authorize the entering into, and the
performance of the Vendor's obligations under, this Agreement and the
agreements contemplated hereby, and the Vendor shall have delivered to
the Purchaser a certificate of a senior officer of the Vendor
certifying thereto;

(c) LEASE ASSIGNMENTS: The Vendor shall have executed and delivered all
documentation necessary to assign the Leases to the Purchaser;

(d) DOCUMENTS: The Vendor shall have delivered to the Purchaser all
documents necessary or reasonably required to effectively transfer and
assign the Purchased Assets to the Purchaser with a good title free
and clear of all Encumbrances other than Permitted Encumbrances,
including a certified copy of the resolution of the Vendor, duly
passed, approving the sale of the Purchased Assets by the Vendor to
the Purchaser, and a general conveyance agreement and bill of sale in
registrable form for Nova Scotia;

(e) CONTRACTS: Prior to Closing, true and complete copies of each
Contract identified in Schedule B shall be delivered to the Purchaser.

(f) ASSIGNMENT AND ASSUMPTION AGREEMENT: The Vendor shall have executed
and delivered to the Purchaser an assignment and assumption agreement
pursuant to which the Vendor shall assign to the Purchaser, and the
Purchaser shall assume, the Purchased Assets and the Assumed
Liabilities;

(g) AIR CANADA AGREEMENT: Air Canada shall have entered into a services
agreement with the Purchaser substantially in the form attached hereto
as Schedule K;

(h) SUBORDINATION AGREEMENT: The Vendor, the Bank of Montreal, The Gray
Line of Victoria Ltd. and the Purchaser shall have entered into a
subordination agreement substantially in the form attached hereto as
Schedule J;

(i) NON-COMPETITION AGREEMENT: The Vendor shall have entered into a
non-competition agreement with the Purchaser, substantially in the
form attached hereto as Schedule D;
<PAGE> 11
8.

(j) SECURITY ON PURCHASED ASSETS: The Vendor shall have discharged all
Encumbrances that affect or relate to the Purchased Assets, other than
Permitted Encumbrances, including, without limitation, all
Encumbrances in favour of Canadian Imperial Bank of Commerce;

(k) LEGAL OPINION: The Purchaser shall have received a favourable legal
opinion of Stikeman, Elliott, counsel for the Vendor, substantially in
the form attached hereto as Schedule Q;

(l) CONSENTS: The Purchaser shall have received or reviewed, as
applicable:

(i) an advance ruling certificate issued under the Competition
Act;

(ii) Investment Canada Act approval for the transactions
contemplated hereunder;

(iii) regulatory approvals from the provincial and federal
transportation authorities relating to the transfer of the
Business to, and the operation of the Business by the
Purchaser;

(iv) extra-provincial licences to be issued to the Purchaser in
respect of the Provinces of Saskatchewan, Manitoba, Ontario
and Nova Scotia; and

(v) all necessary consents to the assignments of the Material
Contracts;

(m) ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS: The Vendor shall have
assigned to the Purchaser all right, title and interest of the Vendor
and Dynamex in and to the Intellectual Property Rights.

(n) ASSIGNMENT OF RIGHTS TO THE NAME "DYNAMEX" AND TO THE TELEPHONE
NUMBERS USED BY DYNAMEX: At Closing, the Vendor will assign to the
Purchaser all of the Vendor's right to use the name "Dynamex" and to
the telephone numbers used by Dynamex in the Business, and the Vendor
shall cause Dynamex to execute and shall deliver to the Purchaser
articles of amendment changing Dynamex' name to a corporate name that
does not include the name "Dynamex";

(o) INJUNCTIONS: No injunctive proceeding shall have been commenced
restricting or prohibiting any transaction contemplated by this
Agreement;

(p) POSSESSION OF PURCHASED ASSETS: The Vendor shall deliver to the
Purchaser possession of the Purchased Assets; and

(q) FURTHER DOCUMENTS: The Vendor shall have executed such further
documents as are reasonably requested by the Purchaser to effectively
transfer the Purchased Assets.
<PAGE> 12
9.

3.2 Vendor's Conditions: The Vendor may refuse without liability to
complete the purchase of the Purchased Assets unless on the Closing
Date:

(a) WARRANTIES AND COVENANTS: The Purchaser's representations and
warranties in Section 4.2 shall be true and correct in all material
respects, all covenants to be carried out or complied with on or
before the Closing Date contained herein for the benefit of the Vendor
shall be carried out or complied with in all material respects, and
the Purchaser shall have delivered to the Vendor a certificate of a
senior officer of the Purchaser certifying thereto;

(b) PROCEEDINGS: All corporate and other action on the part of the
Purchaser shall have been taken to authorize the entering into, and
performance of the Purchaser's obligations under this Agreement and
the agreements contemplated hereby;

(c) SUBORDINATION AGREEMENT: The Vendor, the Bank of Montreal, The Gray
Line of Victoria Ltd. and the Purchaser shall have entered into a
subordination agreement substantially in the form attached hereto as
Schedule J;

(d) SECURITY AGREEMENT: The Purchaser shall have executed the Security
Agreement as security for the Purchaser's obligations pursuant to the
Subordinate Note;

(e) ASSIGNMENT AND ASSUMPTION AGREEMENT: The Purchaser shall have
executed and delivered to the Vendor an assignment and assumption
agreement pursuant to which the Vendor shall assign, and the Purchaser
shall assume, the Purchased Assets and the Assumed Liabilities;

(f) CONSENTS: The Vendor shall have received or reviewed:

(i) an advance ruling certificate issued under the Competition
Act;

(ii) Investment Canada Act approval for the transaction
contemplated hereunder; and

(iii) National Transportation Act approval for the transaction
contemplated hereunder.

(g) INJUNCTIONS: No injunctive proceeding shall have been commenced
restricting or prohibiting any transaction contemplated by this
agreement;

(h) PURCHASE PRICE: The Vendor shall have received the Purchase Price as
contemplated by Section 2.2;

(i) LEGAL OPINION: The Vendor shall have received a favourable legal
opinion of Smith, Lyons, Torrance, Stevenson & Mayer, counsel for the
Purchaser, substantially in the form attached hereto as Schedule P.
<PAGE> 13
10.

3.3 Waiver: If any condition referred to in this Article Three is not
fulfilled or performed, the party in whose favour such condition is expressed
may rescind this Agreement by notice to the other party and in such event the
rescinding party shall be released from all obligations and liabilities arising
herefrom. Any one or more of such conditions may be waived in whole or in part
by the party in whose favour the condition exists, without prejudice to the
waiving party's right of rescission in the event of the non-fulfilment of any
other condition or part thereof, or of any other remedy that such party may
have as a result of any other conditions not being fulfilled.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Vendor: The Vendor hereby makes
the following covenants, representations and warranties to the Purchaser as an
inducement to the Purchaser to enter into and to consummate the transaction
contemplated by this Agreement:

(a) STATUS: The Vendor is a corporation duly continued and validly
subsisting and in good standing under the federal laws of Canada.

(b) CORPORATE CAPACITY: The Vendor has all necessary corporate power,
authority and capacity to own its property and assets and to carry on
the Business as presently conducted and to enter into and carry out
the transactions contemplated by this Agreement.

(c) AUTHORIZATION: The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereunder have been duly
authorized by all necessary corporate proceedings by the Vendor.

(d) CONFLICTS: Neither the execution of this Agreement, nor the
consummation of the transactions contemplated herein, violates,
conflicts with or results in, or will violate, conflict with or result
in, a breach by the Vendor of the terms, conditions or provisions, as
applicable, of its articles or other charter documents or by- laws or
of any deed of trust, debt instrument or any other material agreement
to which it is a party or by which it is bound, or any applicable law,
regulation, by-law, ordinance or order of any jurisdiction applicable
to the Vendor.

(e) TITLE TO PURCHASED ASSETS: The Vendor shall, at Closing, own, possess
and have a good title to the Purchased Assets free and clear of any
Encumbrances other than Permitted Encumbrances, and has full right to
assign and sell the same to the Purchaser, and on the Closing Date the
Purchaser shall acquire good and marketable title to the Purchased
Assets free and clear of any Encumbrances other than Permitted
Encumbrances.
<PAGE> 14
11.

(f) NAME AND TELEPHONE NUMBERS: After the articles of amendment have been
filed changing the name of Dynamex to a name that does not include the
word "Dynamex", the Purchaser will own and possess all right, title
and interest in and to the name "Dynamex" to the extent previously
owned by Dynamex immediately prior to the Reorganization and to the
telephone numbers used in the Business.

(g) THIRD PARTY APPROVALS: There are no approvals, consents or waivers
required to be obtained, or applications required to be filed, solely
by Air Canada or Dynamex, as the case may be, from or with
governmental authorities or any other person in order to permit the
transactions contemplated herein, except for consents required from
third parties in respect of the Contracts.

(h) ENVIRONMENTAL MATTERS:

(i) To the best of the Vendor's knowledge, information and belief,
Dynamex has not received any notices to the effect that the
operations or the assets of Dynamex are not in full compliance
with all of the requirements of applicable federal, provincial
or local environmental, health and safety statutes and
regulations, or the subject of any federal or provincial
remedial or control action or order, or any investigation or
evaluation as to whether any remedial action is needed to
respond to a release or threatened release of any contaminant
into the environment or any facility or structure.

(ii) to the best of the Vendor's knowledge, information and belief,
Dynamex has not received any notices or claims that it is or
may be liable to any person as a result of the release of any
contaminant into the environment or into any facility or
structure, nor are there any actions, claims, suits, orders or
judgments relating to the ownership of the Business nor is
the Vendor aware that there is any basis for actions being
commenced nor has Dynamex ever been convicted of an offence in
respect to such proceedings.

(i) MATERIAL CHANGES: Since December 31, 1994, there has not been any
material adverse change in the financial condition of Dynamex.

4.2 Representations and Warranties of the Purchaser: The Purchaser hereby
represents and warrants to the Vendor as follows:

(a) STATUS: The Purchaser is a corporation duly incorporated and validly
existing under the laws of the Province of Alberta.

(b) CORPORATE CAPACITY: The Purchaser has all necessary corporate power,
authority and capacity to enter into and carry out the transactions
contemplated by this Agreement.
<PAGE> 15
12.

(d) CONFLICTS: Neither the execution of this Agreement, nor the
consummation of the transactions contemplated herein, violates,
conflicts with or results in, or will violate, conflict with or result
in, a breach by the Purchaser of the terms, conditions or provisions,
as applicable, of its articles or other charter documents or by-laws
or of any deed of trust, debt instrument or any other material
agreement to which it is a party or by which it is bound, or any
applicable law, regulation, by-law, ordinance or order of any
jurisdiction applicable to the Purchaser.

(e) KNOWLEDGE: The Purchaser acknowledges that Rick McClelland has
delivered to the Vendor contemporaneously with the execution of this
Agreement a certificate as to the accuracy, based on his actual
knowledge, of certain matters of fact, including the representations
and warranties of the Vendor given at Subsections 4.1(d) (excluding
conflicts with articles or by-laws of Air Canada), 4.1(e), 4.1(f),
4.1(g), 4.1(h) and 4.1(i) hereof, and the Purchaser represents and
warrants that it is not aware that Rick McClelland has intentionally
withheld from the Vendor any fact or circumstance which, as a result
of not being disclosed by the Vendor in its representations and
warranties contained herein or in any other agreement or instrument
delivered pursuant hereto or in any of the schedules annexed hereto,
would make any such representation or warranty of the Vendor
misleading to the Purchaser.

4.3 Warranties True at Closing: The representations, warranties and
covenants contained in Article 4.1 and 4.2 hereof and in any certificate or
document delivered in connection with the transaction contemplated herein shall
be true at and as of the time of Closing as though such representations,
warranties and covenants were made at and as of the time of Closing and shall
survive the Closing and any reorganization, amalgamation, sale or transfer of
any of the parties for a period of two years after the Closing Date.

ARTICLE 5 - EMPLOYEES

5.1 Employment of Non-Union Employees: The Purchaser shall offer
employment, as of the time of Closing on the Closing Date to all of the
Non-Union Employees whose names appear in Schedule L, on terms and conditions
of employment of such Non-Union Employees, including salary, incentives,
compensation and benefits that are not less favourable, in the aggregate, than
the terms and conditions of employment of such Non-Union Employees immediately
prior to the time of Closing on the Closing Date. The Purchaser will provide a
written offer of employment to such Non-Union Employees on or before the
Closing Date and the Purchaser shall exercise its best efforts to persuade such
Non-Union Employees to accept such offers of employment.
<PAGE> 16
13.

5.2 Unionized Employees: As of the Closing Date, the Purchaser agrees, to
the extent required by law, to accept and be bound by the terms of the
Collective Agreements as a successor employer, except for any provisions
thereof which are inapplicable to a successor employer.

ARTICLE 6 - INDEMNITIES

6.1 Indemnity by Vendor: The Vendor shall be responsible for and shall
indemnify and save the Purchaser harmless from and against all losses, debts
(including reasonable legal fees) and liabilities arising from:

(a) all misrepresentations or material omissions from any certificate,
instrument or schedule prepared by or on behalf of the Vendor and
delivered to the Purchaser pursuant to this Agreement;

(b) all breaches of warranty, covenant or agreement by the Vendor made or
contained in this Agreement or the other agreements provided for
herein;

(c) all Claims, other than Assumed Liabilities, relating to or affecting
the Purchased Assets or the Business that relate to circumstances or
events that arose prior to the time of Closing; and

(d) the non-compliance by the Vendor with any applicable bulk sales
legislation.

6.2 Indemnity by Purchaser: The Purchaser shall be responsible for and
shall indemnify and save the Vendor harmless with respect to all Claims arising
in respect of Assumed Liabilities (including reasonable legal fees) and with
respect to any Goods and Services Tax or Quebec Sales Tax liability arising
herein and any other taxes payable pursuant to section 2.4 , as well as any
interest and penalties related thereto.

ARTICLE 7 - ADDITIONAL COVENANTS

7.1 Confidentiality: The Purchaser and the Vendor shall keep confidential
all information and documents which may have been, or may hereafter be
exchanged between them or their representatives or may have been retained by
the Purchaser or the Vendor, except for such information and documents as are
available to the public or required to be disclosed by applicable law. In the
event that the purchase and sale contemplated herein does not occur, all
written information and documents shall be returned to the originating party.
<PAGE> 17
14.

7.2 Brokers: Each party shall indemnify the other against any claim for
brokerage commission or finders' fees that may be made by any person who has
been engaged or has alleged to have been engaged by such party or any affiliate
thereof in connection with this transaction.

7.3 Announcements: Neither party will make any public announcement
concerning this Agreement or the transactions contemplated herein without the
other party's prior written approval, unless and to the extent such public
announcement is required by applicable law.

7.4 Transfer of Possession: Subject to the fulfilment of the terms and
conditions hereof, the transfer of the Purchased Assets to the Purchaser shall
be made at the places where such Purchased Assets are normally located, on or
before the Closing Date.

7.5 Bulk Sales Act: The Purchaser shall not require the Vendor to comply
with the requirements of any applicable bulk sales legislation.

7.6 Third Parties: From the date hereof until the Closing Date or May
31, 1995, whichever is later, the Vendor agrees that it will not engage in any
discussions or negotiations with any third party with respect to the sale or
disposition of the shares of the Vendor or all or substantially all of its
assets.

7.7 Regulatory Approvals: The Vendor agrees to deliver to the Purchaser
such information as the Purchaser may reasonably require in respect of the
Purchaser's completion of all regulatory approvals required in connection with
the transactions contemplated herein.

7.8 Expenses: Except as otherwise provided herein, the Purchaser and the
Vendor shall bear their own expenses incurred in connection with this Agreement
and the transactions contemplated herein.

7.9 Termination: This Agreement may be terminated at any time prior to
the Closing Date by the mutual consent of the Purchaser and the Vendor. If the
transactions contemplated by this Agreement are not closed on or before May 31,
1995 through no fault of either party, then this Agreement and the rights and
obligations of the parties hereunder shall terminate unless otherwise agreed,
except the obligations pursuant to section 7.1.

ARTICLE 8 - GENERAL PROVISIONS

8.1 Currency: All amounts referred to herein shall be deemed to be
expressed in Canadian dollar amounts, unless otherwise indicated.
<PAGE> 18
15.

8.2 Further Assurances: The parties shall execute and deliver such
further documents and instruments and do all such acts and things as may be
reasonably necessary or requisite to carry out the full intent and meaning of
this Agreement and to effect the transaction contemplated herein.

8.3 Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of Ontario and the parties hereto hereby irrevocably
attorn to the exclusive jurisdiction of the courts of Ontario.

8.4 Entire Agreement: This Agreement, together with the agreements and
other documents to be delivered pursuant hereto, contains the entire agreement
of the parties hereto and supersedes all prior agreements and understandings,
negotiations and discussions, whether oral or written, between the parties
hereto or their respective representatives with respect to the matters herein
and shall not be modified or amended except by written agreement signed by the
parties to be bound thereby. No waiver of any of the provisions of this
Agreement shall be deemed to be or shall constitute a waiver of any other
provisions nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.

8.5 Time of the Essence: Time shall be of the essence of this Agreement.

8.6 Notices: All notices, requests, demands or other communications
required to be given or made hereunder shall be in writing and shall be deemed
to be well and sufficiently given if hand delivered or sent by prepaid courier
or by means of printed electronic or printed telephonic communication,

if to the Vendor addressed to:

Air Canada
Air Canada Centre
7373 Cote Vertu West
St. Laurent, Quebec
H4Y 1H4

Attention: Director, Corporate Development
& Commercial Holdings

Telecopier: (514) 422-7333

and if to the Purchaser, addressed to:

Parcelway Courier Systems Canada Ltd.
2200 North Central Avenue
Suite 201
<PAGE> 19
16.

Phoenix, Arizona
85004

Attention: G.M. Siegel
President and Chief Executive Officer

Telecopier: (602) 255-6119

with a copy to:

Cypress Capital Corporation
One Galleria Tower
13355 Noel Road
Suite 1650
Dallas, Texas
75240

Attention: W.D. Bayless
Vice President

Telecopier: (214) 960-4833

Such notice shall be deemed to have been given on the date of delivery or
transmission. Any party may change its address for notice by written
communication, mailed or delivered as aforesaid.

8.7 Partial Invalidity: In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein unless the deletion of such
provision or provisions would result in such a material change as to cause
completion of the transactions contemplated herein to be unreasonable.

8.8 Execution in Counterparts: This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same Agreement,
and shall become a binding agreement when one or more counterparts have been
signed by each of the parties and delivered to each of the other parties.

8.9 Article and Section Headings: The Article and Section headings
contained herein are included for convenience of reference only, are not
intended to be full or accurate descriptions of the content thereof and shall
not be considered to be part of this Agreement.
<PAGE> 20
17.

8.10 Accounting Terms: All accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with Canadian generally
accepted accounting principles, and all financial information disclosed to a
party pursuant to this Agreement shall be prepared in accordance with generally
accepted accounting principles.

8.11 Tender: Any tender of documents or money hereunder may be made upon
the parties or their respective counsel and money may be tendered by official
bank draft drawn upon a Canadian chartered bank or by negotiable cheque or by
wire transfer payable in Canadian funds and certified by a Canadian chartered
bank or trust company.

8.12 Successors and Assigns: This Agreement shall be binding upon and
enure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.

8.13 Gender and Number: In this Agreement, words importing the singular
include the plural and vice versa, and words importing one gender include other
genders, as the context requires.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement, by the
hands of their respective officers duly authorized in that behalf, on the day
and year first above written.

PARCELWAY COURIER SYSTEMS CANADA LTD.

By: /s/ G.M. SIEGEL
-------------------------------------------
Name: G.M. SIEGEL
Title: President and Chief Executive Officer

AIR CANADA

By: /s/ [ILLEGIBLE]
-------------------------------------------
Name:
Title:

<PAGE> 1

EXHIBIT 11.1

DYNAMEX INC.

CALCULATION OF EARNINGS PER SHARE
(IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
JULY 31 APRIL 30
------------------------------ ------------------
1993 1994 1994 1995 1996
------ ------- ------- ------- ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net income (loss).......................... $ (508) $(1,065) $(1,625) $(1,431) $ 389
====== ======= ======= ======= ======
Weighted average common shares
outstanding.............................. 393 528 855 516 2,543
Common share equivalents related to options
and warrants............................. 1,163 1,163 1,163 1,163 1,163
------ ------- ------- ------- ------
Common share and common share
equivalents.............................. 1,556 1,691 2,018 1,679 3,706
====== ======= ======= ======= ======
Common stock price used under treasury
stock method............................. $11.00 $ 11.00 $ 11.00 $ 11.00 $11.00
====== ======= ======= ======= ======
Net income (loss) per common share......... $(0.33) $ (0.63) $ (0.81) $ (0.85) $ 0.10
====== ======= ======= ======= ======
</TABLE>

- ---------------

The net income (loss) per share is based on the weighted average number of
shares of Common Stock outstanding during the period adjusted as follows: For
the Common Stock, warrants and options which were issued within one year prior
to the anticipated initial public offering, have been included in the
calculation of common stock equivalent shares outstanding (using the treasury
stock method for options and warrants) as if they were outstanding since the
Company's inception in accordance with the rules of the Securities and Exchange
Commission. Warrants and options issued prior to the aforementioned twelve-month
period have been excluded from the calculation of common and common equivalent
shares outstanding because their effect is anti-dilutive.

<PAGE> 1
EXHIBIT 21.1

SCHEDULE OF SUBSIDIARIES OF REGISTRANT

1. Dynamex Operations East, a Delaware corporation

10,000 authorized shares of common stock, $0.01 par
value, 1,000 of which are issued and outstanding and
registered in the name of Dynamex Inc.

2. Dynamex Operations West, a Delaware corporation

10,000 authorized shares of common stock, $0.01 par
value, 1,000 of which are issued and outstanding and
registered in the name of Dynamex Inc.

3. Parcelway Courier Systems Canada Ltd., an Alberta corporation

Unlimited number of authorized common shares, $0.01
par value, one of which is issued and outstanding in
the name of Dynamex Inc.; Unlimited number of
authorized preference shares, $.01 par value,
2,500,000 of which are issued and outstanding in the
name of Dynamex Inc.

4. Parcelway Courier Systems (B.C.) Ltd., a British Columbia
corporation

20,000 authorized common shares, $0.01 par value, 65
of which are issued and outstanding in the name of
Parcelway Courier Systems Canada Ltd.

<PAGE> 1
EXHIBIT 23.1

[DELOITTE & TOUCHE LETTERHEAD]

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement, relating to the
issue of 3,100,000 shares of Common Stock of Dynamex Inc. on Form S-1 of our
reports dated (i) September 15, 1995, except for Note 13, as to which the date
is June 3, 1996 on the consolidated financial statements of Dynamex Inc. and
subsidiaries; (ii) September 15, 1995 on the statements of operations and
changes in financial position of Dynamex Express Inc.; (iii) March 8, 1996 on
the consolidated financial statements of K. H. B. & Associates Ltd.; (iv) May
22, 1996 on the consolidated financial statements of Southbank Courier, Inc.;
(v) March 29, 1996 on the consolidated financial statements of Action Deliver
and Messenger Service Limited; and (vi) April 5, 1996 on the combined financial
statements of Seko Enterprises, Inc. and Related Companies.

We also consent to the reference to our firm under the caption
"Experts" in such Prospectus.

DELOITTE & TOUCHE

Toronto, Ontario
June 4, 1996

<PAGE> 1
EXHIBIT 23.2

[DELOITTE & TOUCHE LLP LETTERHEAD]

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Dynamex, Inc.
on Form S-1 of our report dated April 19, 1996 on the combined statements of
operations and cash flows of Mayne Nickless Courier (a wholly owned business of
Mayne Nickless Transport, North America until December 28, 1995) for the six
months ended December 28, 1995 and each of the three fiscal years in the
period ended July 2, 1995 (which report expresses an unqualified opinion on
such financial statements and includes an explanatory paragraph referring to
Mayne Nickless Courier's basis of presentation) and our report dated March 22,
1996 on the combined financial statements of Seidel Delivery (which include
accounts of Seidel Enterprises, Inc. and NOW Courier, Inc.) for the years ended
December 31, 1994 and 1995, appearing in this Prospectus, which is a part of
such Registration Statement.

We also consent to the references to us under the heading "Experts"
in such Prospectus.

DELOITTE & TOUCHE LLP

May 31, 1996

<PAGE> 1
EXHIBIT 23.3

[PRICE WATERHOUSE LETTERHEAD]

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Dynamex Inc. on Form S-1
of our report dated February 24, 1995 on our audits of the statements of
operations and changes in financial position of Dynamex Express Inc. for each of
the three years in the period ended December 31, 1994. We also consent to the
reference to our firm under the caption "Experts".

/s/ PRICE WATERHOUSE

Chartered Accountants

Mississauga, Ontario
June 5, 1996

<PAGE> 1
EXHIBIT 23.5

CONSENT OF NOMINEE DIRECTOR

Pursuant to Rule 438, promulgated under the Securities Act of 1933, as
amended, I, Kenneth Bishop, hereby consent to the use of my name and any
references to me as a nominee director of Dynamex Inc. (the "Company") in this
Registration Statement of the Company.

Dated: March 25, 1996

By: /s/ Kenneth Bishop
-------------------
Kenneth Bishop

<PAGE> 1
EXHIBIT 23.6

CONSENT OF NOMINEE DIRECTOR

Pursuant to Rule 438, promulgated under the Securities Act of 1933, as
amended, I, E. T. Whalen, hereby consent to the use of my name and any
references to me as a nominee director of Dynamex Inc. (the "Company") in this
Registration Statement of the Company.

Dated: May 28, 1996

By: /s/ E. T. Whalen
------------------
E. T. Whalen

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> JUL-31-1996 JUL-31-1995
<PERIOD-START> AUG-01-1995 AUG-01-1994
<PERIOD-END> APR-30-1996 JUL-31-1995
<CASH> 516 506
<SECURITIES> 0 0
<RECEIVABLES> 10,952 7,330
<ALLOWANCES> 184 122
<INVENTORY> 0 0
<CURRENT-ASSETS> 11,763 8,104
<PP&E> 2,714 1,817
<DEPRECIATION> 724 298
<TOTAL-ASSETS> 32,987 17,194
<CURRENT-LIABILITIES> 8,463 6,620
<BONDS> 18,866 5,924
<COMMON> 25 25
0 0
0 0
<OTHER-SE> 5,633 4,625
<TOTAL-LIABILITY-AND-EQUITY> 32,987 17,914
<SALES> 50,015 21,032
<TOTAL-REVENUES> 50,015 21,032
<CGS> 0 0
<TOTAL-COSTS> 48,536 22,094
<OTHER-EXPENSES> 0 157
<LOSS-PROVISION> 277 73
<INTEREST-EXPENSE> 1,079 403
<INCOME-PRETAX> 400 (1,622)
<INCOME-TAX> 11 3
<INCOME-CONTINUING> 389 (1,625)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 389 (1,625)
<EPS-PRIMARY> .10 (.81)
<EPS-DILUTED> .10 (.81)

</TABLE>