ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

Dated as of May 27, 2005

By and Among

Forward Air, Inc.,

Xpress Global Systems, Inc.,

U.S. Xpress Enterprises, Inc.

and

the Persons set forth on the Signature Pages hereto

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EXHIBITS

Schedules

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 27, 2005, is by and among Forward Air, Inc., a corporation duly organized and existing under the laws of Tennessee (the “Buyer”), Xpress Global Systems, Inc., a corporation duly organized and existing under the laws of Georgia (the “Seller”), U.S. Xpress Enterprises, Inc., a corporation duly organized and existing under the laws of Nevada and the parent company of the Seller (the “Parent”), and the other individuals set forth on the signature page hereto (collectively, the “Key Personnel”).

R E C I T A L S

The Buyer desires to purchase, and the Seller desires to sell, the customer list of the airport-to-airport, airline services and air cargo operations (collectively, the “Airport-to-Airport Operations”) of the Seller as set forth below, for the consideration set forth below and subject to the terms and conditions of this Agreement. In consideration of the foregoing and the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

ARTICLE I.

PURCHASE AND SALE

Section 1.01. Sale and Delivery of the Customer List .

(a)         At the Closing and subject to the terms and conditions of this Agreement, the Seller shall sell, convey, assign, transfer and deliver to the Buyer, free and clear of any and all liabilities, judgments, pledges, liens, tax liens, obligations, asserted or unasserted claims, charges, security interests, or encumbrances whatsoever (each, an “Encumbrance” and together the “Encumbrances”), all of the Seller’s right, title and interest in and to the list of the Seller’s current and former customers of its Airport-to-Airport Operations, a copy of which is attached hereto as Schedule 1.01 , and all related customer data and databases in a format capable of being downloaded to Buyer (collectively, the “Customer List”).

(b)         For the avoidance of doubt, any assets and properties of the Seller not specifically included above in the definition of “Customer List” are not being sold to the Buyer and thus will be retained by the Buyer (the “Retained Assets”). The Retained Assets include, without limitation, all other assets used in the Seller’s Airport-to-Airport Operations, all assets used in the Seller’s floor covering logistics business and all cash and cash equivalents, accounts receivable, deposits and insurance policies of the Seller as of the Closing.

Section 1.02. Liabilities .

Buyer is not assuming, and shall not be deemed by anything contained in this Agreement to have assumed, any Encumbrances, liabilities or obligations (contingent or otherwise) of any nature whatsoever, warranties and/or guarantees of the Seller and/or the Parent or relating to the Customer List Intellectual Property (all such Encumbrances, liabilities or obligations, warranties and/or guarantees, the “Unassumed Liabilities”). Notwithstanding anything herein to the contrary, the Buyer, the Seller and the Parent agree that all claims, demands, liabilities or obligations imposed by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or any applicable state statute having a similar effect, with respect to any former or current employees of the Seller shall be solely the responsibility, obligation and liability of the Seller, and the Buyer shall not assume any claims, demands, liabilities or responsibility therefor. The Seller and the Parent each agree, to the extent required by law, to provide COBRA and HIPAA notices to all former and current employees of the Seller or the Parent who terminate coverage under the Seller’s or the Parent’s group health plan, if any, whether or not such employees become employees of the Buyer and become covered under the Buyer’s group health plan.

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Section 1.03. Further Assurances .

At any time and from time to time after the Closing, at the Buyer’s request and without further consideration, the Seller promptly shall execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation, and take such other action, as the Buyer may reasonably request to more effectively transfer, convey and assign to the Buyer, and to confirm the Buyer’s title to and interest in, the Customer List, to put the Buyer in actual possession and control thereof, to assist the Buyer in exercising all rights with respect thereto and to carry out the purposes and intent of this Agreement.

Section 1.04. Purchase Price .

The consideration for the Customer List shall be $12,750,000 (the “Purchase Price”). At the Closing, in reliance on the representations, warranties and covenants set forth herein and in consideration of the Sellers’ sale, assignment, transfer and delivery of the Customer List to the Buyer, the Buyer shall deliver to the Seller the Purchase Price by wire transfer in accordance with Section 2.02(b) .

Section 1.05. Allocation of Purchase Price .

The Buyer and the Seller agree that after the Closing the Buyer will retain an independent valuation expert to determine the value of the Customer List. The Buyer and the Seller agree to allocate the Purchase Price (and all other capitalizable costs) for all purposes (including financial, accounting and Tax purposes) as follows: (a) the value of the Customer List determined by the valuation expert shall be allocated to the Customer List and (b) the balance of the Purchase Price shall be allocated to the non-competition obligations set forth in Section 5.02. The Buyer and the Seller shall file all Tax Returns, reports and other documents, including an asset acquisition statement on Form 8594, required by any competent taxing authority in a timely manner consistent with the allocation set forth in the preceding sentence.

ARTICLE II.

CLOSING

Section 2.01. Closing .

The closing of the transactions contemplated by this Agreement (the “Closing”), including the wires transfers described in Sections 2.02(b)(i) and 2.02(b)(ii), shall take place electronically at the offices of DLA Piper Rudnick Gray Cary US LLP, 6225 Smith Avenue, Baltimore, Maryland, 21209, at 9:00 a.m., local time, on May 31, 2005 (the “Closing Date”).

Section 2.02. Closing Deliveries .

(a)         At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of the following:

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(b)         At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller each of the following:

ARTICLE III.

REPRESENTATIONS AND WARRANTIES AS TO THE SELLER AND THE PARENT

The Seller and the Parent, jointly and severally, hereby represent and warrant to the Buyer that, except as otherwise set forth in the schedules referred to in this Article III , the following representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:

Section 3.01. Organization; Good Standing and Ownership .

The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted, to own or hold under lease the properties and assets it now owns or holds under lease, including the Customer List, and to perform all of its obligations under this Agreement, except where the failure to be so qualified would not have a materially adverse effect on the Customer List or on the condition (financial or otherwise), operating results, employee, independent contractor, customer or supplier relations or business prospects of the Seller’s Airport-to-Airport Operations (“Material Adverse Effect”). The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Parent has full power and authority to own its properties and carry on its business as it is now being conducted. The Parent owns all of the issued and outstanding capital stock of the Seller.

Section 3.02. Execution and Effect of Agreement .

Each of the Seller and the Buyer has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller and the Parent and the consummation by the Seller and the Parent of the transactions contemplated hereby have been duly authorized by the Seller and the Parent and no other proceeding on the part of the Seller or the Parent is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and the Parent and constitutes the legal, valid and binding obligation of each of the Seller and the Parent, enforceable against each of the Seller and the Parent in accordance with its terms, subject as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Equity Exceptions”).

Section 3.03. Preservation of Business .

Since the December 31, 2004, the Seller has taken all commercially reasonable steps necessary to preserve intact its Airport-to-Airport Operations, keep available the services of its officers, employees and agents and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it.

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Section 3.04. Customer List .

The Customer List contains a complete and accurate list of all of the Seller’s current and former customers in the Airport-to-Airport Operations as of the date hereof. With respect to the Customer List, (i) the Seller possesses all right, title, and interest in and to the Customer List, free and clear of any Encumbrance, license, or other restriction; (ii) the Customer List is not subject to any outstanding injunction, judgment, order, decree, ruling or charge affecting the Seller’s use or ownership of the Customer List; and (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or is threatened which challenges the use or ownership of the Customer List.

Section 3.05. Taxes .

(a)         The Seller has filed or will timely file all Tax Returns required to have been filed prior to the Closing Date by it with any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to Taxes for any period beginning before the Closing Date (a “Pre-Closing Tax Period”), and all Taxes imposed on the Seller (whether or not shown on any Tax Return) in respect of any Pre-Closing Tax Period have been fully and timely paid, to the extent due and payable on or before the Closing Date, or reserved for payment by the Seller, to the extent due and payable after the Closing Date. No deficiency for any amount of Tax has been asserted or assessed by a Taxing Authority against the Seller, which is still pending, and the Seller has not filed any waiver of the statute of limitations applicable to the assessment or collection of any Tax imposed in respect of a Pre-Closing Tax Period.

(b)         The Seller has withheld or otherwise collected all Taxes or amounts it was required to withhold or collect under any applicable federal, state or local law, including, without limitation, any amounts required to be withheld or collected with respect to employee, state and federal income tax withholding, social security, unemployment compensation, sales or use taxes or workmen’s compensation, and all such amounts have been timely remitted to the proper Taxing Authority, to the extent due and payable on or before the Closing Date, or reserved for payment by the Seller, to the extent due and payable after the Closing Date..

(c)         For purposes of this Agreement: (i) “Tax” or “Taxes” means all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, franchise, profits, gross receipts, capital, sales, use, ad valorem , value added, transfer, transfer gains, inventory, intangibles, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, real or personal property, abandoned property assessment, and estimated taxes, water, rent and sewer service charges, customs duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts thereon, imposed by any Taxing Authority (federal, state, local or foreign) and shall include any transferee liability in respect of Taxes; and (ii) “Tax Return” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Section 3.06. Permits; Compliance with Law .

The Seller is in compliance with all applicable federal, state and local laws, rules and regulations with respect to the Airport-to-Airport Operations. Should Seller not be in compliance with any such applicable federal, state or local law, rule or regulation, including, without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law, ordinance, principle of common law, code, regulation or state, Seller and Parent, jointly and severally, shall indemnify and hold harmless Buyer from and against any resulting liability, obligation, loss or expense (or actions or claims in respect thereof). The Seller holds all licenses, franchises, permits and governmental authorizations and the Seller has delivered to the Buyer an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permits, licenses, franchises and certificates. The licenses, franchises, permits and other governmental authorizations of Seller are valid and in effect, and the Seller has not received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental

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authorization. The Seller has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Seller’s licenses, franchises, permits and other governmental authorizations, the noncompliance with any of which could have a Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Seller by, any of the Seller’s licenses, franchises, permits or government authorizations.

Section 3.07. No Violation .

Neither the execution or delivery of this Agreement by the Seller or the Parent nor the consummation by the Seller or the Parent of the transactions contemplated hereby, will violate any material statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or restriction of any Government Authority, or court to which the Seller or the Parent is a party or to which it is bound or subject, conflict with or result in a breach of, or give rise to a right of termination of, or accelerate the performance required by, any terms of any agreement to which either the Seller or the Parent is a party, or constitute a default in any respect thereunder, or result in the creation of any Encumbrance upon the Customer List, nor will it violate any of the provisions of the Seller’s or the Parent’s organizational documents, or violate any judgment or decree by which either the Seller or the Parent is bound.

Section 3.08. Litigation; Consents .

(a)         There is no action, suit, proceeding or formal governmental inquiry or investigation pending against the Seller or the Parent which seeks to restrain or prohibit or otherwise challenges the consummation, legality or validity of the transactions contemplated hereby. There is no action, suit, proceeding, governmental inquiry or investigation pending against the Seller or the Parent involving a potential future payment or other obligation by the Seller or the Parent with respect to the Airport-to-Airport Operations.

(b)         No consent, approval, permit, authorization of, declaration to or filing with any governmental, regulatory or administrative body, agency, subdivision or authority, any court or judicial authority, or any public, private or industry regulatory authority, whether national, Federal, state, local or otherwise (a “Governmental Authority”) or any other third party on the part of the Seller or the Parent is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (including, without limitation, the transfer of the Customer List to the Buyer free and clear of all Encumbrances). Any such consents are referred to collectively as the “Consents.”

Section 3.09. Environmental Matters .

(a)         The Airport-to-Airport Operations of the Seller are now and have been in compliance with applicable federal, state, or local law, ordinance, regulation, order or permit pertaining to the environment, natural resources or public health or safety as presently in effect or as amended as of the Closing Date (collectively, the “Environmental Laws”), (b) the Seller is not subject to any pending or threatened judicial or administrative proceeding alleging the violation of any Environmental Law or alleging responsibility for environmental conditions at any site used in connection with the Airport-to-Airport Operations, (c) the Seller has not received any written notice that it is potentially responsible for environmental conditions at any site used in connection with the Airport-to-Airport Operations; (d) the Seller has not received a request for information under CERCLA; (e) the Seller has not disposed of or released Hazardous Materials on, in, at or under any real property owned or leased by the Seller in connection with the Airport-to-Airport Operations; and (f) the transactions contemplated by this Agreement are not subject to any state environmental transfer laws and no governmental approval, clearance or consent is required under any Environmental Law for the consummation of the transactions contemplated hereby.

(b)         For purposes of this Agreement, “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amended, or any state or local counterpart (collectively “CERCLA”), and “Hazardous Materials” shall mean hazardous wastes as presently defined by the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et. seq., as amended, and regulations

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promulgated thereunder and hazardous substances as presently defined by CERCLA and regulations promulgated thereunder,