VEHICLE LEASE AGREEMENT

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EXHIBIT 10.15

TIP

A GE CAPITAL COMPANY

VEHICLE LEASE AGREEMENT NO.OE-146

This Vehicle Lease Agreement (the "Agreement") is made as of 7/25/2002 by and

between Transport International Pool, Inc., a Pennsylvania corporation, with

offices at 426 W. Lancaster Avenue, Devon, Pennsylvania 19333 ("Lessor") and

WESTERN EXPRESS, a TN CORPORATION ("Lessee"), with offices at 7135 CENTENNIAL

PLACE NASHVILLE, TN, TN 37209, for the vehicles set forth on Schedule AB hereto

(the "Vehicles") In consideration of the promises and covenants herein contained

the parties hereto agree as follows:

1. VEHICLES. Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to

lease from Lessor the Vehicles for the Lease Term set forth on Schedule AB.

2. TERM. The Lease Term, as set forth on Schedule AB, shall commence on the

first day of the month subsequent to the earlier of (a) delivery of all of the

Vehicles or (b) three (3) days following written notice to Lessee that all

vehicles are available for delivery hereunder. Each Vehicle delivered to Lessee

prior to the commencement of the Lease Term shall be subject to the terms and

conditions of this Agreement as of the date of delivery (the "Vehicle Delivery

Date"). Lessee's rent obligation as to any vehicle shall commence on the earlier

of the Vehicle Delivery Date of three (3) days following written notice to

Lessee that the Vehicle is available for delivery.

3. DELIVERY. Lessor shall deliver to Lessee and Lessee shall accept delivery of

each Vehicle at the Delivery Location set forth on Schedule AB. Upon delivery,

Lessee or its agent shall sign Lessor's Standard Lease Agreement which shall be

used solely for the purpose of identifying the Vehicles, establishing the

Vehicle Delivery Date and documenting Vehicle condition.

4. MAINTENANCE.

A. At Lessor's expense, Lessor shall:

1 Inspect, lubricate, and provide maintenance for normal wear and tear

as reasonably required to maintain each Vehicle in good repair,

mechanical condition and running order;

2 Replace tires and brakes on each Vehicle in accordance with Federal

and state vehicle safety regulations.

B. At Lessee's expense, Lessee shall:

1 Deliver to the maintenance location set forth on Schedule AB (the

"Maintenance Location") each Vehicle requiring inspection, tire or

brake replacement, alignment, maintenance, or repairs required to be

performed by Lessor;

2 Provide daily safety inspections of each Vehicle and maintain proper

axle lubricant levels, tire inflation and repair, brake operation

and lighting including bulbs and lens replacement;

3 Maintain each Vehicle in the same condition as when delivered,

excepting normal wear and tear, making all necessary repairs and

replacements in compliance with all manufacturers' standards

relating thereto, using only new parts;

4 Reimburse Lessor for tires damaged by improper inflation, impact

breaks or running flat; and

5 Pay Lessor the fair market value of tires supplied or paid for by

Lessor that are not returned with the Vehicles.

5. DISABLED AND SUBSTITUTE VEHICLES.

A. In the event that any Vehicle shall be unavailable to Lessee due

to a malfunction for which Lessor is responsible as provided herein (a "Disabled

Vehicle"), Lessee shall return the Vehicle to the Maintenance Location for

repair. If the disability is such that the Disabled Vehicle cannot be returned

to such location, Lessor shall direct Lessee to a repair facility of Lessor's

choosing. In the event that the required repairs are Lessor's responsibility,

Lessor shall authorize said repairs and issue a purchase order therefor. Lessee

shall not purchase replacement tires for Lessor's account or charge Lessor for

any expense except upon Lessor's prior written consent. Lessor reserves the

right to change the Maintenance Location upon thirty (30) days notice to Lessee.

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B. In the event that any Disabled Vehicle cannot be repaired within

three (3) business days after delivery to the Maintenance Location or receipt of

the notice set forth above, Lessor shall make available a standard substitute

Vehicle without modifications of approximately similar size and capability (the

"Substitute Vehicle") at a location of Lessor's choosing. The Substitute Vehicle

shall be subject to the terms and conditions of this Agreement and shall be

returned to the same location within three (3) business days of notice that the

Disabled Vehicle has been repaired, after which time Lessee shall pay lease

charges on the Substitute Vehicle at Lessor's standard card rates. Lessor shall

incur no liability if it cannot supply a Substitute Vehicle and Lessee's sole

remedy shall be abatement of rent. Lease charges applicable to the Disabled

Vehicle shall abate during the period commencing twenty-four (24) hours

following delivery thereof to the Maintenance Location or receipt of the notice

set forth above and ending on the earlier of the delivery of the Substitute

Vehicle to Lessee or three (3) business days following notice to Lessee by any

means that the original Disabled Vehicle is available.

C. In the event that a Vehicle shall become totally destroyed,

stolen or otherwise unavailable to or unusable by Lessee for the balance of the

Lease Term, Lessee shall provide notice thereof to Lessor. Billing shall

terminate upon Lessor's receipt from Lessee of 115% of the Far Market Value of

the Vehicle ("FMV") prior to damage, destruction or loss, plus any additional

payments representing the unamortized portion of expenses associated herewith

for such Vehicle. At its sole option, Lessor may provide a permanent Substitute

Vehicle for the balance of the Lease Term. The lease rate for said permanent

Substitute Vehicle may be increased over the rate applicable to the terminated

Vehicle for specific expenses that must be recovered over the shortened term of

the Agreement.

D. FMV shall be determined by Lessor to be the value that would be

obtained in an arm's-length transaction between an informed and willing buyer

and seller under no compulsion to sell and, without regard to drayage costs.

6. USE AND OPERATION. Lessee warrants that: (a) the Vehicles shall be used only

in the Continental United States and Canada and only for the transportation

and/or storage of (the "Products"); (b) the Vehicles shall not be operated by

any person other than agents or employees of Lessee, each warranted to be a

careful, dependable operator not operating under the influence of alcohol or

drugs, with a valid license to operate such Vehicles; (c) Lessee shall use each

Vehicle designated as a storage Vehicle for storage purposes only; (d) Lessee

shall comply with all current and future statutes, regulations, rules,

ordinances and orders of any governmental or quasi-governmental entity,

including without limitation environmental statutes, regulations, rules,

ordinances and orders, affecting the use, operation or maintenance of the

Vehicles (collectively "Applicable Laws"); (e) Lessee shall comply with the

Vehicle manufacturer's loading limitations and avoid abusive handling and

concentrated or excessive loads; and (f) Lessee shall provide Lessor with any

Vehicle operation data as may be required by any governmental agency and such

data shall be true and accurate. Lessee shall not use or permit any Vehicle to

be used for third-party advertising purposes without Lessor's prior written

consent. Lessee shall not remove any advertising placed by Lessor on any Vehicle

without lessor's prior written consent.

7. HAZARDOUS MATERIALS.

A. Lessee shall not transport, load or store in or on any Vehicle any

ultrahazardous materials, medical wastes, hazardous wastes, infectious

materials, poison gases, radioactive materials, or explosives (collectively

"Ultrahazardous Materials"). If Lessor determines that Lessee has used the

Vehicle for such purposes, Lessor, in its sole discretion, may require Lessee to

purchase the Vehicle at 115% of such Vehicle's FMV prior to use for such

purposes.

B. If any Vehicle is damaged, contaminated, stained, soiled or tainted as a

result of transporting, loading or storing Ultrahazardous Materials or any other

substances, Lessee shall promptly restore such Vehicle to its condition on the

Vehicle Delivery Date and, if decontaminated, provide proof of such

decontamination including, without limitation, methodology and pre and post

decontamination sampling results. Lessor, in its sole discretion and at Lessee's

sole cost, may have any Vehicle inspected and tested for any hazardous substance

or material by any inspector of Lessor's choosing. If Lessee fails to restore

any damaged, contaminated, stained, soiled or tainted Vehicle within seven (7)

business days of Lessor's demand therefor, Lessor may at its sole discretion (i)

require Lessee to purchase the Vehicle at 115% of such Vehicle's FMV prior to

use for such purposes or (ii) restore such Vehicle and invoice Lessee for costs

incurred.

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8. HOLD HARMLESS. Lessee shall indemnify and hold Lessor harmless from; (a) any

loss or damage Lessor may sustain as a result of any damage to or loss of any

Vehicle due to any cause, including without limitation collision, fire,

lightning, theft, explosion, flood, windstorm or Act of God; (b) any loss or

damage Lessor may sustain as a result of the death or injury to, or damage to

the property, including cargo, of any person as a result, in whole or in part,

of the use or condition of any Vehicle; (c) any loss, claim, liability, damages,

expense or disbursement, penalty or fine, disposal, remediation or corrective

action cost, or forfeiture or seizure that may arise in whole or in part from

the use or condition, actual or alleged, of any Vehicle or the failure, actual

or alleged, of Lessee to use and maintain any Vehicles as provided under this

Agreement and in compliance with Applicable Laws, unless such loss or damage

arises from Lessor's gross negligence; (d) any claim, lien or liability arising

from work performed or for materials supplied in connection with the operation

or maintenance of any Vehicle.

9. INSURANCE. Lessee shall at its sole cost and expense procure, and keep in

full force and effect from the initial Vehicle Delivery Date until the return of

all Vehicles, valid and pre-paid Commercial Auto Liability insurance and

Commercial Auto Physical Damage or Trucker's Liability insurance and Trucker's

physical damage policies satisfactory to Lessor with coverage for; (a) hired

autos (trailers) for bodily injury and property damage liability, with a minimum

combined single limit of one million dollars ($1,000,000) per occurrence or, if

any Vehicle is used to haul or store acceptable hazardous materials, a minimum

combined single limit of five million dollars ($5,000,000) per occurrence and

either an Environmental Impairment Liability or Pollution Liability endorsement

equal to the combined single limit per occurrence or a separate policy for

Environmental Impairment Liability or Pollution Liability with a minimum

combined single limit of five million ($5,000,000) per occurrence; (b) hired

autos (trailers) for physical damage providing collision and comprehensive

coverage with limits equal to the fair market value of the Vehicles with Lessor

as loss payee; and (c) Commercial General Liability for contractual liability

coverage for hold harmless agreements, with a minimum combined single limit of

one million dollars ($1,000,000) per occurrence. If the Vehicles are used solely

for stationary storage of non-hazardous materials, Lessee may provide only the

coverage set forth in subparagraph (c) hereof. If the Vehicles are used solely

for stationary storage of acceptable hazardous materials, Lessee may provide

only the coverage set forth in subparagraph (c) with a combined single limit of

five million dollars ($5,000,000) per occurrence and either an Environmental

Impairment Liability or Pollution Liability endorsement equal to the combined

single limit per occurrence or a separate policy for Environmental Impairment

Liability or Pollution Liability with a minimum combined single limit of five

million ($5,000,000) per occurrence. Each of the foregoing liability policies

shall name Lessor as an additional insured. All policies required herein shall

require written notice to Lessor at least thirty (30) days prior to cancellation

or material change. Lessee shall provide Lessor with prompt written notification

of any accident or other event involving any Vehicle that may give rise to

claims against Lessor. Lessee shall deliver to Lessor valid certificates of

insurance evidencing that insurance coverage in compliance with this Section 9

is in force. The first such certificate shall be delivered within 21 days of the

initial Vehicle Delivery Date and thereafter a renewal certificate shall be

delivered prior to expiration of the then outstanding certificate. Failure by

Lessor to demand or collect any such certificate shall not waive its rights

under this Section 9 or any other provision of this Agreement.

10. VEHICLE PROTECTION PLAN. If Lessee accepts the Vehicle Protection ("VP")

Plan and pays all required charges within 28 days of each invoice date, Lessee

shall not be liable to Lessor for loss or damage to any Vehicle arising from

collision, fire, lightning, theft, explosion, flood and windstorm in excess of

the VP Deductible per Vehicle, unless such loss or damage arises from

non-compliance with Lessee's obligations under this Agreement, and Lessee shall

not be required to provide comprehensive insurance coverage for physical damage

to the Vehicles. The VP Plan shall not be applicable to; (a) tire and/or wheel

theft, unless the trailer is stolen; (b) tire damage unless the tires are

damaged as a result of a collision; (c) collision with a road surface, ground or

any part thereof; (d) Vehicle upset due to load shift, improper operation or

jackknife; (e) floor damage resulting from improper loading or unloading of the

Vehicle; (f) damage caused by a tractor/trailer coupling or lifting operation;

or (g) damage caused by the hauling of hazardous or Ultrahazardous Materials.

Lessee shall indemnify and hold Lessor harmless from and against all losses,

damages and expenses not covered by the VP Plan LESSEE ACKNOWLEDGES THAT VP IS A

DAMAGE WAIVER PROGRAM, NOT INSURANCE COVERAGE. Lessee shall report any loss or

damage to which the VP waiver is applicable to Lessor wit