SHARE PURCHASE AGREEMENT among

1.1

Defined Terms. For the purpose of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(b)

“Annual Financial Statements” means the annual unaudited financial statements of each of the Corporations for the fiscal years ended December 31, 2004 and December 31, 2003, copies of which financial statements are annexed hereto as Schedule 1.1(b);

(c)

“Applicable Income Taxes” has the meaning set out in Section 6.9(a);

(d)

“Business” means the business currently and heretofore carried on by the Corporations consisting of the provision of truckload and less than truckload freight services;

(e)

“Business Day” means any day other than a Saturday, a Sunday or a statutory holiday in either of the State of Kansas or the Province of Ontario;

(f)

“CDL” means C. D. Land Company, L.L.C., a Kansas limited liability company;

(g)

“CDL Real Property” means the real property owned by CDL on the date hereof and described on Schedule 1.1(g);

(h)

“CDL Transferred Real Property” has the meaning set out in Section 7.5;

(i)

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act of 1980 , as amended;

(l)

“Closing Certificates” has the meaning set out in Section 9.1(a);

(m)

“Closing Date” means the close of business on May 31, 2005, or such other date as may be mutually agreed by the Vendor and the Purchaser;

(o)

“Contract” means any agreement, indenture, contract, lease, deed of trust, license, option, instrument or other commitment, whether written or oral;

(p)

“control” shall be deemed to occur between a corporation and another person if:

(i)

voting securities of the corporation carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person; and

(ii)

the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of the corporation;

(q)

“ Corporations ” means RAC and KMFC and “ Corporation ” means either of them;

(s)

“ERISA” means the Employee Retirement Security Act of 1974, as amended;

(v)

“Encumbrance” means any encumbrance, lien, charge, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, restriction, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any Contract to create any of the foregoing;

(w)

“Environmental Laws” means any Law with respect to any Hazardous Materials, drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off waste emissions, wells or otherwise concerning pollution, or the protection of the environment; without limiting the generality of the foregoing, the term will encompass the following statutes and regulations promulgated thereunder and any similar applicable state or local statute or regulation as in effect on the Closing Date: (i) CERCLA, (ii) RCRA, (iii) the Hazardous Materials Transportation Act, (iv) the Toxic Substances Control Act, (v) the Clean Water Act, (vi) the Clean Air Act, (vii) the Safe Drinking Water Act, (viii) the National Environmental Policy Act of 1969 , (ix) Title III of the Superfund Amendment and Reauthorization Act of 1986 ; and (x) the Occupational Safety and Health Act of 1970 ;

(y)

“Financial Statements” means the Annual Financial Statements and the Interim Period Financial Statements;

(z)

“Governmental Entity” means any government or any governmental agency, bureau, board, commission, department, regulatory agency, or political subdivision, whether federal, state or local, domestic or foreign;

(aa)

“Hazardous Materials” means each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Law or the Release of which is prohibited under any Law; without limiting the generality of the foregoing, the term will include (i) “hazardous substances” as defined in CERCLA or the Superfund Amendments and Reauthorization Act of 1986 , each as amended and all regulations promulgated thereunder, (ii) “hazardous waste” as defined in RCRA, as amended, and all regulations promulgated thereunder, (iii) “hazardous Materials” as defined in the Hazardous Materials Transportation Act , as amended, and all regulations promulgated thereunder, and (iv) “chemical substance or mixture” as defined in the Toxic Substances Control Act , as amended, and all regulations promulgated thereunder;

(ee)

“Interim Period Financial Statements” means the unaudited financial statements of each of the Corporations as at and for the four month period ended April 30, 2005, copies of which financial statements are annexed hereto as Schedule 1.1(ee);

(ff)

“Jointly Held Shares” means the 5,000 shares of common stock, par value of $1.00 per share, in the capital of RAC owned by the Vendor and Rebecca J. Dugan as joint tenants;

(gg)

“Law” means any federal, state, local or municipal, domestic or foreign, constitutional provision, statute, law, by-law, rule, regulation, Permit, decree, injunction, judgment, order, or legally binding ruling, determination, common law rule, finding or writ of any Governmental Entity or any court of other tribunal;

(jj)

“Losses” , in respect of any matter, means all claims, demands, Proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional and consultant fees and disbursements, interest, penalties and amounts paid in settlement) arising directly or indirectly as a consequence of such matter;

(kk)

“Marilyn Security Interest” has the meaning set out in Section 3.44;

(ll)

“Material Adverse Consequence” and “Material Adverse Change” mean any one or more consequence or change having the potential to produce adverse financial consequences or changes of more than $50,000;

(mm)

“Material Contract” means any Contract if it requires or may require the provision by either of the Corporations to any person of goods or services, or the making of a financial obligation by either of the Corporations, in excess of $25,000 unless that Contract is terminable by the Corporation upon 30 days’ (or less than 30 days’) notice without penalty;

(nn)

“Non-Competition Agreement” has the meaning set out in Section 8.1(k);

(oo)

“Permit” means any license, permit, approval, authorization, consent, registration, franchise, certificate of authority or order, certificate of occupancy, building, safety and fire and health approval, or any waiver of the foregoing, issued by any Governmental Entity;

(i)

registered or unregistered easements, encroachments, servitudes and other minor defects or irregularities in title which do not materially adversely affect the value of any of the Real Property or CDL Real Property or materially impair the use of any of the Real Property or CDL Real Property for the purpose for which they are presently used;

(ii)

liens for Taxes not yet due or liens for Taxes which are due but the validity of which are being contested in good faith by appropriate proceedings, provided that adequate security has been provided therefor;

(iii)

the reservations, limitations, provisos and conditions contained in the legal descriptions set out in Schedules 3.8 or 1.1(g) which do not materially detract from the value or materially impair the use of, the Real Property or the CDL Real Property for the operation of the Business;

(iv)

any encroachment, overlaps, boundary line disputes or other state of facts which would be disclosed by an accurate survey and inspection of the Real Property or the CDL Real Property or by a title insurance policy;

(v)

any registered building and other restrictions, covenants, municipal agreements and agreements with utilities and publicly regulated authorities, provided such have been complied with and provided that they do not (either individually or in the aggregate) materially interfere with or detract from the present use, marketability or value of the Real Property or the CDL Real Property;

(vi)

liens or rights of distress reserved in or exercisable under any lease for non-compliance with the terms of such lease provided that no such lien or right of distress has been claimed or exercised as of the Closing Date;

(vii)

mortgages, charges, liens or other encumbrances against the owner’s interests in the Leased Real Property;

(ix)

undetermined or inchoate liens and charges incidental to construction or current operations, a claim for which shall not at the time have been registered against the asset or of which notice in writing shall not at the time have been given to either of the Corporations, or any lien or charge, a claim for which, although registered, or notice of which, although given, relates to obligations not overdue or delinquent, provided that adequate security has been provided therefor;

(x)

security given in the ordinary course of business to any public utility, municipality or government or to any statutory or public authority in connection with the operations of the Business, other than security for borrowed money; and

(xi)

liens or mortgages which secure indebtedness of either of the Corporations or otherwise which will be removed at or prior to the Time of Closing upon payment of any indebtedness of either of the Corporation for borrowed money pursuant to Section 7.4;

(tt)

“Purchaser’s Representatives” has the meaning set out in Section 10.1;

(uu)

“RCRA” means the Resource Conservation and Recovery Act of 1976 , as amended;

(xx)

“Related Party” means a person which is controlled by (i) the Vendor, (ii) any person related by blood or marriage to the Vendor, or (iii) any person which is controlled by the Vendor and/or any person related by blood or marriage to the Vendor;

(yy)

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning or disposing into the environment;

(zz)

“ S-Corp ” means, with respect to any taxable year, a small business corporation for which an election under Code section 1362(a) is in effect for such year;

(bbb)

“Subsidiary” means a corporation which is controlled, directly or indirectly, by another corporation;

(ccc)

“Taxes” means all taxes, assessments, charges, duties, fees, registrations, levies or other governmental charges (including interest, penalties or additions associated therewith) including without limitation federal, state, city, county, foreign or other income, franchise, gross receipts, license, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs duties, capital stock, profits, registration, alternative or add-on minimum, estimated, real property, personal property, tangible, withholding, source deductions from payroll, Federal Insurance Contributions Act , payroll taxes, unemployment compensation, workers’ compensation, employee related taxes, disability, transfer, sales, use, gasoline, fuel, excise, goods and services, value added, customs duty, gross receipts and all other taxes of any kind affecting or related to either of the Corporations and for which either of the Corporations may have any liability imposed by any Governmental Entity, whether disputed or not, including any interest, penalty, or addition thereto, and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person;

(eee)

“Time of Closing” means 10:00 a.m. (Wichita, Kansas Time) on the Closing Date;

1.2

Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are dollars of the United States of America.

1.3

Sections and Headings. The division of this Agreement into Articles and Sections and the insertion of headings and a table of contents are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, Section or Schedule refers to the specified Article or Section of, or Schedule to, this Agreement.

1.4

Number, Gender and Persons. In this Agreement, words importing the singular number only shall include the plural and vice versa , words importing gender shall include all genders and persons shall include individuals, corporations, companies, partnerships, limited liability companies, limited liability partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities.

1.5

Accounting Principles . Except as otherwise noted, any reference in this Agreement to generally accepted accounting principles refers to generally accepted accounting principles as approved at the applicable time by the Financial Accounting Standards Board.

1.6

Entire Agreement. This Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, and without limiting the generality of the foregoing, specifically supersedes the letter of intent dated April 29, 2005 from Vitran addressed to the Vendor and accepted by the Vendor on May 4, 2005. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

1.8

Applicable Law. All questions concerning the construction, validity and interpretation of this Agreement and the Schedules hereto will be governed by the internal law, and not the law of conflicts, of the State of Kansas, except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement and as to those matters the law of the jurisdiction under which such entity derives its power shall govern. Each party hereby waives trial by jury in any judicial proceeding involving, directly or indirectly, any matter, in any way arising out of or related to, or in connection with this Agreement whether sounding in contract, tort or otherwise. Any such matter shall be heard in a Federal Court having jurisdiction and not in State Court.

1.9

Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

1.10

Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction will be applied against any party.

1.11

Knowledge. For the purpose of any reference in this Agreement to the “Knowledge of the Vendor”, the knowledge of the Vendor shall be deemed to be the actual knowledge of the Vendor after due inquiry of the following persons: Todd Horsch, Robert Butler, Dennis Echerman, Patrick Keitel, Robert Meise, Jean Smith, Mark Burks and Tommy Taylor-Levering .

1.12

Schedules. The following Schedules are attached to and form part of this Agreement:

2.1

Purchase and Sale of Purchased Shares. Subject to the terms and conditions of this Agreement, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser and the Purchaser covenants and agrees to purchase from the Vendor that number and class of shares set out opposite the name of each of RAC and KMFC on Schedule 2.1 (collectively, the “ Purchased Shares ”), being all of the issued and outstanding shares of the capital stock of each of RAC and KMFC.

2.2

Purchase Price. The consideration payable by the Purchaser to the Vendor for the Purchased Shares and in respect of the Vendor entering into the Non-Competition Agreement shall be the sum of the amounts set out in this Section 2.2, subject to adjustment in accordance with Section 2.6 (the “ Purchase Price ”), to be paid and satisfied as follows:

(a)

$1,200,000 to be paid at the Time of Closing to the Vendor, or as the Vendor may in writing direct, from monies held in escrow by Depew Gillen Rathbun & McInteer, LC (the “ Escrow ”) pursuant to an escrow agreement dated May 17, 2005 among the Purchaser, the Vendor and Depew Gillen Rathbun & McInteer, LC;

(b)

$24,128,000 by wire transfer at the Time of Closing of immediately available funds to or to the order of the Vendor, or as the Vendor may in writing direct except those funds specifically outlined in Section 2.3;

(c)

$859,100, being the sum of all rolling stock capital expenditures by either of the Corporations from April 26, 2005 to the Closing Date approved by the Purchaser, by wire transfer at the Time of Closing of immediately available funds to or to the order of the Vendor, or as the Vendor may in writing direct;

(d)

$442,435, being the sum of the amounts in the following balance sheet accounts of the Corporations as of the Closing Date: Prepaid Tags & Taxes-Trucks, Prepaid Rent, Prepaid Insurance and Other Assets-Insurance Deposits, all as reasonably estimated by the Corporation’s outside accountants on a consistent basis with the Financial Statements except that $25,868 shall be transferred into the Other Assets-Insurance Deposits account from Accrued Workman’s Comp. prior to this computation, by wire transfer of immediately available funds to or to the order of the Vendor; or as the Vendor may in writing direct; and

(e)

the amount payable by the Purchaser pursuant to Section 6.9(b) at the time required by Section 6.9(b).

2.3

Vitran Shares. On the Closing Date, the Purchaser shall make available that portion of the proceeds equal to $2,800,000 from which the Vendor shall subscribe for and purchase and Vitran shall allot and issue to the Vendor 202,458 fully paid and non-assessable Vitran Shares, being that number of Vitran Shares, rounded to the nearest whole number, equal to $2,800,000 divided by the simple average of the closing price of Vitran Shares on NASDAQ for the five (5) trading days ending two (2) trading days before the Closing Date and Vitran shall deliver to the Vendor a share certificate evidencing such Vitran Shares registered in the name of the Vendor.

2.4

Closing Balance Sheet. As soon as is practicable, and in any event not later than forty-five (45) days following the Closing Date, the Purchaser shall deliver to the Vendor an unaudited consolidated balance sheet for the Corporations as of the opening of business on the Closing Date (the “ Closing Balance Sheet” ). The Closing Balance Sheet shall be prepared on a basis consistent with the Financial Statements and shall set out the consolidated financial position of the Corporations as at the Closing Date including a calculation of the amounts described in Section 2.2(d).

2.5

Disputes Concerning Closing Balance Sheet. The Vendor shall have a period of twenty (20) days from the date it receives the Closing Balance Sheet in which to review the same. For the purpose of such review, the Purchaser agrees to permit the Vendor and its authorized representatives to examine all schedules and other documentation used in the preparation of the Closing Balance Sheet. If no objection to the Closing Balance Sheet is given to the Purchaser by the Vendor within such twenty (20) day period, the Closing Balance Sheet shall be deemed to have been approved as of the last day of such twenty (20) day period. If the Vendor objects to any part of the Closing Balance Sheet within such twenty (20) day period by giving notice to the Purchaser setting out in reasonable detail the nature of such objection, the parties agree to attempt to resolve the matters in dispute within fifteen (15) days from the date the Purchaser gives such notice to the Vendor. If all matters in dispute are resolved by the parties, the Closing Balance Sheet shall be modified to the extent required to give effect to such resolution and shall be deemed to have been approved as of the date of such resolution. If the parties cannot resolve all matters in dispute within such fifteen (15) day period, all unresolved matters shall be submitted to Ernst & Young for resolution, and Ernst & Young shall be given access to all materials and information reasonably requested by it for such purpose. The rules and procedures to be followed by Ernst & Young in resolving the matters in dispute shall be determined by Ernst & Young in its discretion. Ernst & Young’s determination of all such matters shall be final and binding on both parties and shall not be subject to appeal by either party. The fees and expenses of Ernst & Young shall be borne equally by the parties. The Closing Balance Sheet shall be modified to the extent required to give effect to Ernst & Young’s determination and shall be deemed to have been approved as of the date of such determination.

2.6

Purchase Price Adjustment. The Purchase Price payable for the Purchased Shares and in respect of the Vendor entering into the Non-Competition Agreement shall be:

(a)

increased or decreased as necessary by an amount equal to the difference, if any, between the sum of the Closing Balance Sheet balances of the balance sheet accounts described in Section 2.2(d) and the estimated Closing Date balances of such accounts after the transfer from the Accrued Workman’s Comp. account to the Other Assets-Insurance Deposits account as described in Section 2.2(d); and

(b)

adjusted downward to the extent that: (i) the sum of $1,000,000 and the aggregate trade accounts payable and accruals of the Corporations is greater than (ii) the aggregate trade accounts receivable of the Corporations;

3.1

Organization and Status. RAC is a corporation validly existing and in good standing under the laws of the State of Kansas. KMFC is a corporation validly existing and in good standing under the laws of the State of Oklahoma. Each of the Corporations is duly registered, licensed or qualified to carry on business under the laws of each of the jurisdictions set out in Schedule 3.1, being the only jurisdictions in which the nature of the Business and its conduct makes such registration, licensing or qualification necessary.

3.2

Authorized and Issued Capital. The authorized capital of RAC consists of 500,000 shares of common stock, par value of $1.00 per share, of which 49,500 shares of common stock (and no more) have been duly issued and are outstanding as fully paid and non-assessable. The authorized capital of KMFC consists of 50,000 shares of common stock, par value of $1.00 per share, of which 1,000 shares of common stock (and no more) have been duly issued and are outstanding as fully paid and non-assessable.

3.3

No Options. No person has any agreement or option or any right or privilege (whether by or at law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of either of the Corporations.

3.4

No Subsidiaries. Neither of the Corporations has any Subsidiaries, is a party to any agreement of any nature to acquire, directly or indirectly, any shares in the capital of, or other equity or proprietary interests in, any person, or is a party to any agreement to acquire or lease any other business operations.

3.5

No Violation. The execution and delivery of this Agreement by the Vendor and the consummation of the transactions herein provided for will not result in:

(a)

subject to obtaining the consents and approvals set out in Schedule 3.15A and 3.15B, the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation or debt of any of the Vendor or the Corporations under:

(i)

any Contract to which the Vendor or either of the Corporations is a party or by which any of them or any of their properties or assets may be bound or affected;

(ii)

any provision of the articles of incorporation, by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of either of the Corporations;

(iii)

any judgment, decree, order or award of any court, Governmental Entity or arbitrator having jurisdiction over any of the Vendor or the Corporations;

(iv)

any Permit or License held by either of the Corporations or necessary to the ownership of the Purchased Shares or the operation of the Business; or

(b)

the creation or imposition of any Encumbrance on any of the property or assets of either of the Corporations or on any of the Purchased Shares.

3.6

Business of the Corporations. The Business is the only business operation carried on by the Corporations and the property and assets owned or leased by the Corporations are sufficient in the aggregate to carry on the Business as currently conducted. The Purchaser acknowledges that except as otherwise stated in this Agreement, it is accepting the property and assets of the Corporations As Is/Where Is without representation as to condition or utility.

3.7

Title to Personal Property. The personal property of the Corporations is owned by RAC or KMFC, as the case may be, as the absolute and beneficial owner thereof with good and valid title thereto, free and clear of all Encumbrances other than Permitted Encumbrances. At the Time of Closing, each of the Corporations shall have the exclusive right to possess, use, occupy and dispose of all of its personal property. The Purchaser acknowledges having been provided with a list of tractors, trailers and forklifts used in the Business. All of the rolling stock owned by either of the Corporations has been maintained, in the aggregate, in a prudent manner in accordance with industry standards and the Corporations have kept maintenance records with respect to such rolling stock that are complete in all material respects.

3.8

Location of Real Property. Schedule 3.8 sets forth the municipal addresses and a complete and accurate legal description of any real property owned by RAC (the “ Real Property ”) and of any real property currently leased or licensed by either of the Corporations (the “ Leased Real Property ”). Neither of the Corporations own or lease, or have agreed to acquire, lease or license, any real property or interest in real property other than the Real Property and the Leased Real Property, other than as contemplated by this Agreement.

3.9

Title to Real Property. RAC has the exclusive right to possess, use and occupy, and has good and marketable title in fee simple to, the Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. At the Time of Closing, RAC shall have the exclusive right to possess, use and occupy, and have good and marketable title in fee simple to, the CDL Transferred Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. All buildings, structures, fixtures, improvements and appurtenances situated on the Real Property, the Leased Real Property, and the CDL Real Property are adequate and suitable in all material respects for the purposes for which they are currently being used and each of the Corporations has adequate rights of ingress and egress for the operation of the Business as currently conducted. Neither the Vendor, the Corporations or CDL have received any notice that such buildings, structures, fixtures, improvements or appurtenances (or any equipment therein), or the operation or maintenance thereof, violates any restrictive covenant or any provision of any federal, state or municipal law, ordinance, rule or regulation, or encroaches on any property owned by others. Schedule 3.9 contains a complete list of all policies of title insurance presently maintained by RAC in respect of the Real Property and by CDL in respect of the CDL Real Property. Without limiting the generality of the foregoing:

(a)

except as set forth in Schedule 3.9(a), the Real Property, the Leased Real Property, the CDL Real Property, the current uses thereof and the conduct of the Business comply with all Laws including, without limitation, Laws dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety and Environmental Laws;

(b)

except as disclosed in Schedule 3.9(b), no alteration, repair, improvement or other work has been ordered, directed or requested in writing by any Government Entity to be done or performed to or in respect of the Real Property, the Leased Real Property or the CDL Real Property to any of the plumbing, heating, elevating, water, drainage or electrical systems, fixtures or works by any municipal, state or other competent authority, which alteration, repair, improvement or other work has not been completed, and no written notification has been received by either of the Corporations or CDL of any such outstanding work being ordered, directed or requested, other than those which have been complied with in all respects;

(c)

except as set forth in Schedule 3.9(c), all accounts for work and services performed and materials placed or furnished upon or in respect of the Real Property, the Leased Real Property or the CDL Real Property at the request of either of the Corporations or CDL have been fully paid and satisfied, and no person is entitled to claim any Encumbrance against the Real Property, the Leased Real Property, the CDL Real Property or any part thereof, other than current accounts in respect of which the payment due date has not yet passed;

(d)

except as set forth in Schedule 3.9(d), there is nothing owing in respect of the Real Property, the Leased Real Property or the CDL Real Property by either of the Corporations or CDL to any municipal corporation or to any other person or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed;

(e)

no part of the Real Property, the Leased Real Property or the CDL Real Property has been taken or expropriated by any federal, state, municipal or other competent authority nor has any notice or proceeding in respect thereof been given or commenced nor is the Vendor aware of any intent or proposal to give any such notice or commence any such proceeding;

(f)

the Permitted Encumbrances constitute all of the Encumbrances, agreements, indentures and other matters which affect the Real Property, the Leased Real Property or the CDL Real Property;

(g)

there are no material or structural repairs or replacements which are necessary in order to comply with applicable Law (except with respect to the Americans with Disabilities Act and the Occupational Safety and Health Act of 1970 which is dealt with in Section 3.28) and without limiting the generality of the foregoing, there are no repairs to or replacements of the roof or the mechanical, electrical, heating, ventilating, air conditioning, plumbing or drainage equipment or systems which are necessary for continued operations and none of the Real Property, the Leased Real Property or the CDL Real Property is currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated except as set forth in Schedule 3.9(g); and

(h)

all of the Real Property, the Leased Real Property and the CDL Real Property is fully serviced and has access to public roads, and there are no outstanding levies, charges or fees assessed against the Real Property, the Leased Real Property or the CDL Real Property by any competent authority (including development or improvement levies, charges or fees) except for ad valorem taxes or the special taxes set out on Schedule 3.9(h) for which payment is not yet due.

3.10

Real Property Leases. Neither of the Corporations is a party to any lease or agreement in the nature of a lease in respect of any real property, whether as lessor or lessee, other than the leases (the “ Real Property Leases ”) described in Schedule 3.8 relating to the Leased Real Property Except as described in Schedule 3.8, each of the Corporations occupies the Leased Real Property and has the exclusive right to occupy and use the Leased Real Property. Each of the Real Property Leases is in good standing and in full force and effect without amendment thereto, free and clear of any Encumbrances, and neither of the Corporations or any other party thereto is in breach of any covenants, conditions or obligations contained therein or has received or given notice alleging such breach. No construction, alteration or other leasehold improvement work with respect to any Real Property Lease remains to be performed or paid for by either of the Corporations. There are not at the present time any disputes between either of the Corporations and any other party relating to provisions of any Real Property Leases, the state of repair of the premises demised thereunder, the payment of rent, the calculation or payment of operating costs, realty taxes, or other payments or amounts. The Vendor has provided to the Purchaser a true and correct copy of each Real Property Lease and all amendments thereto.

3.11

Intellectual Property. Except as set forth in Schedule 3.11 the Corporations have the right to use all registered or pending brand names, business names, trade-marks, service marks, copyrights, patents, industrial designs, trade secrets, know-how, computer software, inventions, designs and other industrial or intellectual property used in the Business (the “ Intellectual Property ”). There exist no claims of any infringement or breach of any industrial or intellectual property rights of any other person, and neither of the Corporations nor the Vendor has received any notice that the conduct of the Business, including the use of the Intellectual Property, infringes upon or breaches any industrial or intellectual property rights of any other person, or the trade secrets, know-how or confidential or proprietary information of any other person. There exists no infringement or violation of any of the rights of either of the Corporations in the Intellectual Property, nor does there exist any state of facts which casts doubt on the validity or enforceability of any of the Intellectual Property. The Vendor is not a party to any license, franchise, royalty or other agreement relating in whole or in part to any Intellectual Property, save and except for “shrink wrap” licenses in respect of commercially available computer software.

3.12

Agreements and Commitments. Except as disclosed on Schedule 3.12 or any other Schedule to this Agreement, neither of the Corporations is a party to or bound by any Material Contract of the following nature:

(a)

any continuing Contract for the purchase of materials, assets, equipment, fuel, spare parts and other supplies or services;

(b)

any employment or consulting Contract, Contracts with owner-operators, or any other written Contract with any officer, employee or consultant other than oral Contracts of indefinite hire terminable by the employer without cause on reasonable notice;

(c)

any profit sharing, bonus, stock option, pension, 401(k) retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee or consultant;

(d)

any trust indenture, mortgage, promissory note, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles;

(f)

any Contract pursuant to which either of the Corporations is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property;

(g)

any Contract pursuant to which either of the Corporations is a lessee, whether in respect of real or personal property, except for the Real Property Leases;

(h)

any confidentiality, secrecy or non-disclosure Contract (whether either of the Corporations is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract;

(i)

any joint venture, profit or revenue sharing agreement, partnership agreement or other business combination;

(k)

any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person (except for checks endorsed for collection);

(l)

any Contract which expires, or may expire if the same is not renewed or extended at the option of any person other than either of the Corporations, more than one (1) year after the date of this Agreement;

(m)

any Contract entered into by either of the Corporations other than in the ordinary course of business; or

3.13

Compliance With Laws. Each of the Corporations is conducting the Business in compliance with all applicable Laws of each jurisdiction in which the Business is carried on except that the Corporations have not registered the fictitious name “Chris Truck Line” in any location and have not qualified in all states in which trucks operated by the Corporations travel. Each of the Corporations has qualified in all jurisdictions in which it operates a terminal.

3.14

Permits and Licenses. Schedule 3.14 sets out a complete and accurate list of all Permits, and of all licenses, permits, approvals, consents, certificates, registrations and authorizations not issued by a Governmental Entity (each, a “ License ”) held by or granted to either of the Corporations and there are no other Permits or Licenses necessary to carry on the Business or to own or lease any of the property or assets utilized by either of the Corporations. Each such Permit and License is valid, subsisting and in good standing and neither of the Corporations is in default or breach of any Permit or License and no proceeding is pending or threatened to revoke or limit any such Permit or License. The Vendor has provided to the Purchaser a true and complete copy of each such Permit and License and all amendments thereto.

3.15

Consents and Approvals. Except for the consents and approvals set out in Schedules 3.15A and 3.15B, no authorization, consent or approval of, or filing with or notice to:

(b)

any party to a Contract to which either of the Corporations or the Vendor (in respect of the Corporations or the Business) is a party or by which it is bound,

is required in connection with the execution, delivery and performance of this Agreement by the Vendor or the sale of the Purchased Shares hereunder.

3.16

Financial Statements. The Financial Statements are unaudited but have been prepared in accordance with the principles set out in Schedule 3.16 and on a basis consistent with prior periods, and accurately and fairly set out the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of each of the Corporations as at the respective dates of the Financial Statements and the sales, earnings and results of operations of each of the Corporations for the respective periods covered by the Financial Statements. There are no material liabilities of either of the Corporations of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which either of the Corporations may become liable on or after the consummation of the transactions contemplated by this Agreement other than as disclosed on the Financial Statements or current liabilities incurred by either of the Corporations since March 31, 2005, none of which will individually, and all of which in the aggregate will not, produce a Material Adverse Consequence to the operations of the Business, the results of its operations or its financial condition or prospects thereof. The financial position and condition of each of the Corporations on the date hereof is substantially the same as reflected in the Financial Statements.

3.17

Financial Books and Records. The books and records of each of the Corporations have been maintained in accordance with good bookkeeping practice and fairly and correctly set out and disclose the financial position of the Corporation as at the date hereof. All financial transactions of the Corporations have been accurately recorded in such books and records. Neither of the Corporations has any of its records, systems, controls, data or information recorded, stored, maintained, operated or wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under its ownership and direct control.

3.18

Accounts Receivable. All outstanding accounts receivable, book debts or other debts due and accruing to either of the Corporations are good and collectible, subject to the allowance for doubtful accounts reflected in the Financial Statements. All accruals in the Financial Statements for bad debts or doubtful accounts are reasonable based on historical experience.

3.19

Freight Damage Claims. Each of the Corporations has made adequate accruals based on its historical experience with respect to freight damage claims and has properly reflected such accruals in its books and records.

3.20

Corporate Records. The corporate records and minute books of each of the Corporations contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation but, for greater certainty, meetings of the management of each of the Corporations do not constitute directors’ meetings.

3.21

Absence of Changes. Other than as disclosed in Schedule 3.21 or except for actions contemplated by this Agreement since January 1, 2005, each of the Corporations has carried on the Business and conducted its operations and affairs only in the ordinary course of business consistent with past practices and there has not been:

(a)

any Material Adverse Change to the condition (financial or otherwise), assets, liabilities, operations, earnings, business or prospects of either of the Corporations or the Business;

(b)

any material damage, destruction or loss (whether or not covered by insurance) affecting the property or assets of either of the Corporations;

(c)

any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by either of the Corporations other than those incurred in the ordinary course of business, or as disclosed in any Contract listed on any Schedule hereto;

(d)

any payment, discharge or satisfaction of any Encumbrance, liability or obligation of either of the Corporations (whether absolute, accrued, contingent or otherwise, and whether due or to become due) other than payment of accounts payable, repayment of indebtedness in accordance with its terms and tax liabilities incurred in the ordinary course of business;

(e)

any issuance or sale by either of the Corporations or any Contract entered into by either of the Corporations for the issuance or sale by either of the Corporations of any shares, or securities convertible into or exercisable for shares, in the capital of either of the Corporations;

(g)

any labour trouble having the potential to have a Material Adverse Consequence to either of the Corporations;

(h)

any license, sale, assignment, transfer or disposition of any property or assets of either of the Corporations;

(i)

any write-off as uncollectible of any accounts or notes receivable or any portion thereof of either of the Corporations;

(j)

any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to either of the Corporations;

(k)

any general increase in the compensation of employees of either of the Corporations (including, without limitation, any increase pursuant to any Employee Plan or commitment);

(l)

the payment of any bonuses or other withdrawals out of the ordinary course of business of either of the Corporations, any increase in any compensation or bonus (including, without limitation, any increase pursuant to any Employee Plan or commitment) payable to any director, officer, salaried employee, consultant or agent, excluding drivers, of either of the Corporations having an annual salary or remuneration in excess of $50,000, or the execution of any employment contract with any officer or employee, excluding drivers, having an annual salary or remuneration in excess of $50,000, or the making of any loan to, or engagement in any transaction with, any employee, officer or director of either of the Corporations;

(m)

except as approved in writing by the Purchaser, any capital expenditures or commitments of either of the Corporations out of the ordinary course of business or in excess of $10,000 in the aggregate;

(n)

any alteration of the capital expenditure or accounts payable policies of either of the Corporations;

(o)

any forward purchase commitments in excess of the requirements of either of the Corporations for normal operating inventories or at prices higher than the current market prices;

(p)

any forward sales commitments other than in the ordinary course of business or any failure to satisfy any accepted order for goods or services;

(q)

any change in the accounting or tax practices followed by either of the Corporations;

(r)

any change adopted by either of the Corporations in its depreciation or amortization policies or rates;

(s)

any change in the credit terms offered to customers of, or by suppliers to, either of