ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 6th day of October, 2006 (the "Effective Date" or "Closing Date") by and among Erin Truckways, Ltd. d/b/a Digby Truck Line, Inc., a Delaware corporation ("Digby"), Digby's sole shareholder, Cynthia J. Bedore (the "Shareholder") (Digby and the Shareholder are referred to herein collectively, and when the context so requires, individually as "Seller"), and Celadon Trucking Services, Inc., a New Jersey corporation (the "Purchaser").

Digby owns and operates a commercial van trucking business that operates and provides services to customers throughout the United States (the "Business").

Purchaser desires to purchase certain assets and assume certain liabilities of the Business, and Seller desires to sell such assets and assign such liabilities to Purchaser upon the terms and conditions set forth in this Agreement.

Seller, singly or collectively, constitutes the sole legal and beneficial owner(s) of the Purchased Assets (as hereinafter defined).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereby agree as follows:

1.        PURCHASE AND SALE OF ASSETS .

1.1        Purchase and Sale .

(a)      Simultaneous with the execution of this Agreement, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of Seller's right, title and interest in and to the assets described on Exhibit A, which is attached to this Agreement and incorporated by this reference herein (collectively the "Purchased Assets").

(b)      Notwithstanding anything in this Agreement to the contrary, the Purchased Assets shall not include any item not specifically identified in Section 1.1(a) (the "Excluded Assets"). The Excluded Assets shall include, without limitation, the following:

(i)      Seller's articles of incorporation, bylaws, minute books, income tax returns, books and records;

(ii)     All cash and cash equivalents, including cash on hand or in bank accounts, certificates of deposit, commercial paper and securities;

(iii)    All governmental permits that are not transferable by the terms thereof or by operation of law;

(iv)    All of Seller's customer accounts receivables, notes receivable, negotiable instruments, chattel paper and driver receivables;

(v)     All of Seller's supplies, furniture, fixtures and inventories;

(vi)    All of Seller's real estate, including any buildings and improvements owned by Seller and all real estate leases;

(vii)  All of Seller's prepaid amounts, insurance policies (including any premium refunds), insurance proceeds, deposits, advances, tax refunds, rights to payments under letters of credit and/or other prepaid expenses;

(viii) All of Seller's additional property, assets, capital stock, rights, claims, causes of action, contracts, records and goodwill relating to the Business other than the Purchased Assets; and

(ix)   Seller's rights under this Agreement and the other agreements, certificates and instruments to be executed by Seller in connection with or pursuant to this Agreement.

1.2        Excluded Liabilities . Purchaser does not assume and shall not be responsible for any liabilities or obligations of Seller, of any kind or nature, whether or not relating to the Business or the Purchased Assets, whether known or unknown, absolute, accrued, contingent or otherwise, or whether due or to become due, arising out of events or transactions or facts occurring on, prior to, or after the Effective Date (collectively the "Excluded Liabilities"), including, but not limited to, the following Excluded Liabilities:

(a)      all liabilities and obligations of any kind existing as of the Effective Date owed or owing by the Business to any shareholder of Digby and/or any affiliate of either Seller;

(b)      all liabilities and obligations relating to current or former employees, agents, consultants or other independent contractors of the Seller, whether or not such persons are employed by the Purchaser after the Effective Date, relating to services performed, benefit accruals or claims accrued or incurred prior to the Effective Date or with respect to employee benefit plans, programs or arrangements at any time on or after the Effective Date, including but not limited  to, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and all retirement, stock, stock option, welfare benefit, savings, deferred compensation, incentive compensation, paid time off, severance pay, salary continuation, disability, fringe benefit, compensation, accrued payroll, accrued vacation pay, sick leave, severance, worker's compensation, unemployment compensation, employee welfare or retirement benefits (including any liability or obligation of the Seller under any welfare plan or policy for continuing health coverage), and other employee benefit arrangements, plans, policies, or practices maintained, contributed to, or required to be contributed by the Seller or any ERISA Affiliate (defined as any person, entity, any trade or business (whether or not incorporated) that is treated as a single employer with the Seller under Section 414 of the Code) or with respect to which the Seller or any ERISA Affiliate may have any liability (collectively the "Benefit Plans") or obligations under any employment agreement or arrangement, liabilities under the Worker Adjustment and Retraining Notification ("WARN") Act and obligations or agreements to rehire or give preferential treatment to laid-off or terminated employees;

(c)      all liabilities and obligations, whether absolute, accrued, contingent or otherwise, for federal, state, county, local, foreign or other income, sales, use, real estate, property, excise, employee payroll or other taxes or assessments (including interest and penalties) of any kind whatsoever relating to the Business for periods up to and including the Effective Date and any income taxes resulting from the transactions contemplated by this Agreement;

(d)      any and all damages, losses, liabilities, actions, claims, costs and expenses (including, without limitation, closure costs, fines, penalties, expenses of investigation and remediation and ongoing monitoring and reasonable attorneys' fees) directly or indirectly based upon, arising out of, resulting from or relating to (i) any violation of any Environmental Law by the Seller or any person or entity acting on behalf of the Seller or the person from or through which the Seller acquired title on or prior to the Effective Date (including, without limitation, any failure to obtain or comply with any permit, license or other operating authorization under provisions of any Environmental Law), (ii) any and all liabilities under any Environmental Law arising out of or otherwise in respect of any act, omission, event, condition or circumstance occurring or existing in connection with the Business or the Purchased Assets on or prior to the Effective Date (including, without limitation, liabilities relating to (X) removal, remediation, containment, cleanup or abatement of the presence of any Regulated Substance, whether on-site or off-site and (Y) any claim by any third party, including without limitation, tort suits for personal or bodily injury, property damage or injunctive relief; and

(e)      all liabilities and obligations arising out of any lawsuit, action, proceeding, inquiry, claim, order or investigation by or before any governmental authority related to the Business arising out of events, transactions, facts, acts or omissions which occurred prior to or on the Effective Date, including, without limitation, personal injury or property damage, product liability or strict liability.

1.3        Purchase Price . The aggregate purchase price to be paid by Purchaser to Seller for the Purchased Assets ("Purchase Price") shall be $21,200,000.00, subject to any post-Closing adjustment required by Sections 1.5 of this Agreement.

1.4        Payment of the Purchase Price . The Purchase Price shall be payable by Purchaser upon execution of this Agreement to Boult, Cummings, Conners & Berry, PLC (the "Escrow Agent") to be held in a non-interest bearing escrow account subject to the terms of the Equipment Payoff Escrow Agreement dated the Effective Date among Seller, Purchaser and Escrow Agent. A copy of the Equipment Payoff Escrow Agreement is attached hereto as Exhibit B and incorporated by this reference herein.   Once the equipment vendors and lenders on the purchased assets have been paid from the Equipment Payoff Escrow, the remaining balance, if any, shall be paid to Seller or at Seller's direction by wire transfer or other form of readily available funds.

1.5        Post-Closing Adjustments .

Within forty five (45) days following the Effective Date Seller shall deposit with the Escrow Agent the sum of $300,000.00 (the "Escrow Amount") to be held in an interest-bearing, escrow account subject to the terms of the Escrow Agreement dated the Effective Date among Seller, Purchaser and Escrow Agent. A copy of the Escrow Agreement is attached hereto as Exhibit C and incorporated by this reference herein (the "Escrow Agreement"). Seller's obligation to deposit the Escrow Amount shall be secured by a security interest in Seller's accounts receivable granted pursuant to a security agreement in the form attached hereto as Exhibit D and incorporated herein by reference. As soon as practicable following the Effective Date, Purchaser, at Purchaser's expense, shall have the condition of all rolling stock included in the Purchased Assets inspected by an independent inspector (the "Inspections") to (i) determine whether all units meet the Department of Transportation ("DOT") vehicle inspection requirements and (ii) to determine whether any units have damage (excluding normal wear and tear) in excess of $500.00 for tractor units and $250.00 for trailer units ("Excess Damage"). For all tractors included in the rolling stock, the Inspections shall be performed by the earlier of (x) the third dispatch of the tractor immediately following the Effective Date or (y) the thirtieth (30 ^th ) day following the Effective Date. Each tractor Inspection shall be performed by a certified Freightliner dealership located near the Purchaser's turn-in locations for such tractor. For all trailers included in the rolling stock, the Inspections shall be performed by the earlier of (1) the third dispatch of the trailer immediately following the Effective Date or (2) the sixtieth (60 ^th ) day following the Effective Date. Each trailer Inspection shall be performed by a certified GE Equipment Services facility located near the Purchaser's turn-in locations for such trailer. Immediately upon completion of the Inspections, but in any event within sixty (60) days of the Effective Date, Purchaser shall submit to Seller a written report (the "Inspection Report") regarding the condition on the Effective Date of each item of rolling stock included in the Purchased Assets that failed to meet the DOT vehicle inspection requirements and/or had Excess Damage (the "Nonconforming Items"). The Inspection Report shall include the following information as of the Effective Date for each of the Nonconforming Items:

(a)      The description of the Nonconforming Item on Exhibit A of this Agreement, including any vehicle identification number or other identifying number.

(b)      A detailed description of (i) the violation(s) of DOT vehicle inspection requirements and/or (ii) the Excess Damage that existed on the Effective Date.

(c)      For each tractor, the good faith estimate of the Freightliner dealership that performed the Inspection, and for each trailer, the good faith estimate of the GE Equipment Services facility that performed the Inspection of the dollar amount of repairs in excess of $500.00 for each tractor and the $250.00 for each trailer required for each Nonconforming Item to meet the requirements set forth in this Section 1.5 as of the Effective Date (the "Nonconforming Amount"). These dollar amounts are thresholds and are not to be considered deductible amounts for purposes of calculating repair expenses.

(d)      The total of all Nonconforming Amounts claimed by Purchaser.

Seller shall promptly review the Inspection Report and notify Purchaser in writing regarding any disputed Excess Damage Amounts. Within ninety (90) days immediately following the Effective Date, Purchaser and Seller shall use commercially reasonable efforts to resolve such disputes. If the parties are unable to resolve such disputes, the dispute resolution provisions of Section 8.8 shall apply. If the Nonconforming Amount for any individual tractor exceeds $10,000.00 and/or if the Nonconforming Amount for any individual trailer exceeds $2,000.00 then Seller may, in its sole discretion, elect to (i) accept the Nonconforming Amount or (ii) substitute as the Nonconforming Amount for such Nonconforming Item the amount stated on Exhibit A for such Nonconforming Item.

As soon as practicable after the Effective Date, but in any event within ten (10) business days immediately following the Effective Date, Purchaser shall take inventory of the Rolling Stock to determine its location. Purchaser shall promptly submit to Seller a written list of any and all missing Rolling Stock (the "Missing Rolling Stock"). Until the expiration of the 45-day inspection period, Purchaser shall use diligent efforts to locate the Missing Rolling Stock. Upon the earlier of the first dispatch by Purchaser of any item of Missing Rolling Stock or Purchaser's discovery of the location of such item of Missing Rolling Stock, Purchaser shall promptly notify Seller and such item of Missing Rolling Stock shall be removed from the list of Missing Rolling Stock. All items of Missing Rolling Stock that are not dispatched and/or located by Purchaser by the 60 ^th day following the Effective Date shall be treated as Nonconforming Items and the dollar amount included on Exhibit A for each item of Missing Rolling Stock shall be treated as a Nonconforming Amount.

Purchaser shall be entitled to a credit against the Purchase Price (the "Post-Closing Credit") for (y) the amount of any unpaid repair bills, towing charges, storage expenses and any other expenses Purchaser is required to pay to take possession, due on the Effective Date that are applicable to Rolling Stock in the possession on the Effective Date of the person or entity that performed the repairs and (z) the aggregate Nonconforming Amount (including amounts for Missing Rolling Stock) agreed upon by the parties. Notwithstanding anything in this Agreement to the contrary, the amount of the Post-Closing Credit shall be limited to $300,000.00. Purchaser's sole remedy for Damaged Items and/or Missing Rolling Stock shall be the Post-Closing Credit. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be entitled to a Post-Closing Credit for any item of Rolling Stock set forth on Schedule 1.5.

If the Post-Closing Credit is less than $300,000.00, then the Escrow Agent shall (i) return the portion of the Escrow Amount equal to the Post-Closing Credit, plus accrued interest on the returned portion, to Purchaser and (ii) pay the remainder of the Escrow Amount, plus accrued interest on the remainder portion, to Seller. If the Post-Closing Credit is equal to or greater than $300,000.00, then the Escrow Agent shall return the entire Escrow Amount, plus accrued interest, to Purchaser.

As soon as practicable, but in any event within ten (10) days after the parties agree on the amount of the Post-Closing Credit, Purchaser shall return to Seller (a) all Nonconforming Items for which Seller elected to substitute the Exhibit A amount as the Nonconforming Amount in the calculation of the Post-Closing Credit and (b) all title certificates, lien releases and/or other documents relating to the Missing Rolling Stock.

1.6        Allocation of Income and Expenses . All revenue from loads picked up prior to 11:59 p.m. CDT on the Effective Date shall belong to Seller, and all revenue from loads picked up after 11:59 p.m. CDT on the Effective Date (the "Post-Closing Loads") shall belong to Purchaser. As soon as reasonably practicable after the Effective Date, but in any event within thirty (30) days following the Effective Date, representatives of Seller and Purchaser shall examine all relevant books and records of the Business as of the Effective Date to determine (i) the time and date of delivery and the division of revenue from loads in transit immediately prior to and/or immediately after the Effective Date and (ii) the amount of direct expenses incurred by Seller for Post-Closing Loads (the "Direct Expenses"). Direct Expenses shall be calculated at One Dollar ($1.00) per mile for the billed miles and return miles of the Post-Closing Load. Purchaser shall promptly reimburse Seller for the Direct Expenses within ten (10) business days after determination. If the parties are unable to agree on the amount of the reimbursement for Direct Expenses, the dispute resolution provisions of Section 8.8 shall apply.

1.7        Allocation of Purchase Price . The Purchase Price shall be allocated among the Purchased Assets as set forth on Schedule 1.7 which is attached hereto and incorporated by this reference herein. Seller and Purchaser each agree to comply with the requirements of Section 1060 of the Internal Revenue Code and to report the federal, state and local income and other tax consequences of the transactions contemplated herein in a manner consistent with the purchase price allocation set forth on Schedule 1.7.

1.8        Sales, Use and Other Taxes . In the event that any sales, use, transfer, license, title or other similar taxes or charges are assessed on or after the Effective Date as a result of the transactions described in this Agreement, upon transfer and/or reissue of vehicle titles or at any time thereafter on the transfer of any of the Purchased Assets, then in each instance such taxes or charges incurred as a result of the transactions contemplated hereby shall be paid by Purchaser.

2.        CLOSING .

Simultaneous with the execution of this Agreement on the Effective Date, Seller has executed and delivered to Purchaser such lease assignments, bills of sale and instruments of assignment and assumption as are necessary to convey title to the Purchased Assets and Purchaser has paid the Purchase Price to Seller and the Escrow Agent. All such actions 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 SELLER . Seller hereby represents and warrants to Purchaser as follows:

3.1        Organization and Good Standing . Digby is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware.

3.2        Corporate Power . Seller has the corporate power, authority and legal right to execute, deliver and perform this Agreement.

3.3        Authorization, Binding Effect . The execution, delivery and performance of this Agreement and the other agreements, documents and instruments required to be delivered by Seller in accordance with the provisions of this Agreement (collectively the "Seller Documents") and the underlying transactions contemplated by this Agreement and the Seller Documents have been duly authorized by Seller. This Agreement and the Seller Documents have been duly executed and delivered by Seller. This Agreement is and the Seller Documents are the legal, valid and binding obligations of Seller enforceable in accordance with their terms except as their enforceability may be limited by laws and/or equitable principles relating to or affecting creditors' rights.

3.4        No Conflicts; Consents and Approvals . The execution and delivery of this Agreement and the Seller Documents, the consummation of the transactions herein and therein contemplated, and the performance of, fulfillment of and compliance with the terms and conditions hereof and thereof by Seller do not and will not conflict with or result in a breach of the articles of incorporation or the bylaws of Seller. No authorization, approval, consent of, and no registration or filing with, any governmental or regulatory official body or authority is required in connection with Seller's execution, delivery or performance of this Agreement or the Seller Documents.

3.5        Title to Properties . Seller has good and marketable title to the Purchased Assets, except as to any Purchased Assets held under lease. On the Effective Date, Purchaser will acquire all of Seller's right, title and interest in and to all of the Purchased Assets, free and clear of any lien, claim or encumbrance. Seller shall use commercially reasonable efforts to cause the original title certificates for all rolling stock included in the Purchased Assets to be delivered to Purchaser within five (5) business days following the Effective Date.

3.6        Brokers and Finders . Except for Bryan Financial Services, Inc., Seller has not engaged any person or entity to act or render services as a broker, finder or similar capacity that would be entitled to receive a fee and/or commission from Seller in connection with the transactions contemplated herein. No person or entity has, as a result of any agreement or action by Seller, any right or valid claim against Purchaser or any of Purchaser's affiliates for any commission, fee or other compensation as a broker or finder, or in any similar capacity in connection with the transactions contemplated herein.

3.7        Adverse Events . To Seller's knowledge, without investigation and subject to the impact of the transactions contemplated by this Agreement and any other asset sale transactions Seller has and/or intends to enter into, Seller is not aware of any past, present or impending action or event, or threatened action or event, that would cause a material adverse affect on the Business in its current condition on the Effective Date.

3.8        Post-Closing Actions . To the extent such efforts would not conflict with the interests of Seller's creditors and/or shareholders, violate the terms of any agreement to which Seller is a party and/or violate any statute, law, rule, regulation, license, permit or other governmental authority, Seller shall use commercially reasonable efforts to reduce any expense and/or damage Purchaser might incur as a result of any voluntary bankruptcy filing or assignment for the benefit of creditors by Seller after the Effective Date.

4.        REPRESENTATIONS AND WARRANTIES OF PURCHASER . Purchaser hereby represents and warrants to Seller as follows:

4.1        Organization and Good Standing . Purchaser is a duly organized, validly existing and in good standing under the Laws of the State of New Jersey.

4.2        Corporate Power and Authority . Purchaser has the corporate power and authority to execute, deliver and perform this Agreement.

4.3        Authorization, Binding Effect . The execution, delivery and performance of this Agreement and the other agreements, documents and instruments required to be delivered by Purchaser in accordance with the provisions of this Agreement (collectively the "Purchaser Documents") and the underlying transactions contemplated by this Agreement and the Purchaser Documents have been duly authorized by Purchaser. This Agreement and the Purchaser Documents have been duly executed and delivered by Purchaser. This Agreement is and the Purchaser Documents are the legal, valid and binding obligations of Purchaser enforceable in accordance with their terms except as their enforceability may be limited by laws and/or equitable principles relating to or affecting creditors' rights.

4.4        Brokers and Finders . Purchaser has not engaged any Person to act or render services as a broker, finder or similar capacity in connection with the transactions contemplated herein and no Person has, as a result of any agreement or action by Purchaser any right or valid claim against Seller, or any of its affiliates for any commission, fee or other compensation as a broker or finder, or in any similar capacity in connection with the transactions contemplated herein.

5.        CERTAIN COVENANTS .

5.1        Consents and Approvals .

(a)      Each of the parties hereto shall, and shall cause each of its affiliates to, use its reasonable efforts in good faith to obtain at the earliest practicable date any approvals, authorizations and consents, including but not limited to the third party consents necessary to consummate the transactions contemplated by this Agreement and take such actions as the other parties may reasonably request to consummate the transactions contemplated by this Agreement. For a period of up to thirty (30) days immediately following the Effective Date, Seller shall use commercially reasonable efforts (which shall not require Seller to incur any expense) to cooperate with Purchaser in connection with Purchaser's application for the transfer, renewal or issuance of any permits, licenses, plates, approvals or authorizations required to transfer the Purchased Assets from Seller to Purchaser.

(b)      Nothing in this Section 5.1 shall require a party to expend any monies to obtain any approval or consent required hereunder, except for customary attorneys' fees and filing fees incident to the transactions contemplated hereby or as otherwise specifically required under this Agreement.

5.2        Employees .

(a)      Schedule 5.2(a) (the "Driver List") sets forth the name of and other employment information for each employee driver, owner-operator driver and lease-purchase driver of Seller (collectively the "Drivers") on the Effective Date. Notwithstanding anything in this Agreement to the contrary, Purchaser shall, on the Effective Date, offer employment (at the base compensation and wage levels and on other terms and conditions as the Purchaser shall determine in its sole discretion) to all Drivers on the Driver List, except those Drivers that fail to meet Purchaser's standard driver employment requirements. Simultaneous with the execution of this Agreement, Purchaser shall deliver to Seller a list of the Drivers to whom Purchaser intends to make offers of employment (the "Hired Driver List") and a list