UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):             November 9, 2001
                                                           ---------------------


                              MATLACK SYSTEMS, INC.
                   (Debtor-In-Possession as of March 29, 2001)
             (Exact name of registrant as specified in its charter)

           Delaware                  1-10105           51-0310173
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(State or Other Jurisdiction of    (Commission      (I.R.S. Employer
Incorporation or Organization)    File Number)   Identification Number)

 One Rollins Plaza, Wilmington, Delaware          19803
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(Address of Principal Executive Offices)       (Zip Code)

Registrant's telephone number, including area code:               (302) 426-2700
                                                               -----------------

                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)




<PAGE>


Item 5.       Other Events.

     On November 9, 2001,  Matlack  Systems,  Inc., a Delaware  corporation (the
"Company"),  through its wholly owned direct and indirect  subsidiaries  Matlack
(DE),  Inc.,  Matlack,  Inc.,  Transporters  Adjusters,  Inc.,  Matlack  Leasing
Corporation, Bayonne Terminals, Inc., Distribution Center of Bayonne, Inc., Bulk
Terminals,  Inc.,  Matlack  International,  Inc. and Matlack  Properties,  Inc.,
(collectively,  "Matlack")  completed  the  sale of  certain  assets,  including
rolling stock and personal property, to Southern Tank Leasing,  Inc., an Alabama
close  corporation  ("Southern  Tank").  The  Company  and all of its direct and
indirect  wholly owned  subsidiaries  are the  subjects of a voluntary  petition
seeking  protection under Chapter 11 of the United States Bankruptcy Code in the
United States  Bankruptcy  Court for the District of Delaware  (the  "Bankruptcy
Court"),  which are consolidated for the purpose of joint administration as Case
No. 01-1114 (MFW) (the "Bankruptcy Proceedings").

     The assets sold to Southern  Tank  consisted of  approximately  1,179 truck
tractor and truck trailer units and related  personal  property (the  "Assets").
The Assets were sold pursuant to an Asset Purchase  Agreement  dated November 9,
2001  between  Matlack  and  Southern  Tank  (the  "Agreement").  A copy  of the
Agreement is attached to this Current  Report on Form 8-K as Exhibit  2(c),  and
the Bill of Sale with respect to the assets is attached  hereto as Exhibit 2(d).
The sale of the Assets was approved by the Bankruptcy  Court, as required by the
U.S.  Bankruptcy Code,  pursuant to an order approving the sale of the Assets to
Southern  Tank  free and  clear  of any  liens,  claims  and  encumbrances,  and
determining  that the sale was exempt  from any stamp,  transfer,  recording  or
similar tax.

     The gross amount of  consideration  received by the Company was $6,200,000,
less certain  adjustments  with  respect to the Assets.  The majority of the net
proceeds  has been  paid by the  Company  to First  Union  National  Bank and to
Ark-CLO  20000-1  Ltd.,  the  Company's  principal  creditors,  to satisfy their
respective liens on the Assets.  The remainder of the net proceeds has been paid
to the Company.  After funding the costs associated with the ongoing liquidation
of its  business,  including  the  payment  of  employee  salaries  and  related
expenses, the Company expects to distribute these proceeds to its creditors upon
the  liquidation  of the  Company.  The  Company  does not  anticipate  that the
aggregate  net  proceeds  from the sales of these assets will be  sufficient  to
permit any  distribution to stockholders,  nor does the Company  anticipate that
the  aggregate  net  proceeds  from  the  sales  of its  total  assets,  whether
previously  announced or  subsequently  to be  concluded,  will be sufficient to
permit any distribution to stockholders.



<PAGE>


Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.

     (c)  Exhibits:

          2(c) Asset  Purchase  Agreement  dated as of November 9, 2001  between
               Southern Tank  Leasing,  Inc. and Matlack  (DE),  Inc.,  Matlack,
               Inc., Transporters Adjusters,  Inc., Matlack Leasing Corporation,
               Bayonne Terminals,  Inc.,  Distribution Center of Bayonne,  Inc.,
               Bulk Terminals,  Inc.,  Matlack  International,  Inc. and Matlack
               Properties, Inc.

          2(d) Bill of Sale dated  November  9, 2001 from  Matlack  (DE),  Inc.,
               Matlack,  Inc.,  Transporters  Adjusters,  Inc.,  Matlack Leasing
               Corporation,  Bayonne  Terminals,  Inc.,  Distribution  Center of
               Bayonne, Inc., Bulk Terminals, Inc., Matlack International,  Inc.
               and Matlack Properties, Inc. to Southern Tank Leasing, Inc.*

               *    The  Registrant  agrees  by this  filing  to  supplementally
                    furnish  a copy  of the  Exhibits  and  Schedules  to  these
                    agreements to the Commission upon request.



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                  MATLACK SYSTEMS, INC.


Dated:   December 11, 2001        By:
                                      ------------------------------------------
                                      Patrick J. Bagley
                                      Vice President-Finance & Treasurer




<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                           Description
-----------                           -----------
     2(c) Asset Purchase Agreement dated as of November 9, 2001 between Southern
          Tank Leasing, Inc. and Matlack (DE), Inc., Matlack, Inc., Transporters
          Adjusters, Inc., Matlack Leasing Corporation, Bayonne Terminals, Inc.,
          Distribution  Center of Bayonne,  Inc., Bulk Terminals,  Inc., Matlack
          International, Inc. and Matlack Properties, Inc.*

     2(d) Bill of Sale dated November 9, 2001 from Matlack (DE), Inc.,  Matlack,
          Inc.,  Transporters  Adjusters,  Inc.,  Matlack  Leasing  Corporation,
          Bayonne Terminals,  Inc.,  Distribution Center of Bayonne,  Inc., Bulk
          Terminals,  Inc., Matlack International,  Inc. and Matlack Properties,
          Inc. to Southern Tank Leasing, Inc.*

          *    The Registrant agrees by this filing to supplementally  furnish a
               copy of the Exhibits and  Schedules  to these  agreements  to the
               Commission upon request.



<PAGE>
Exhibit 2(c)

                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                           SOUTHERN TANK LEASING, INC.

                                 THE "PURCHASER"

                                       and

                               MATLACK (DE), INC.;
                                 MATLACK, INC.;
                          TRANSPORTERS ADJUSTERS, INC.;
                          MATLACK LEASING CORPORATION;
                            BAYONNE TERMINALS, INC.;
                      DISTRIBUTION CENTER OF BAYONNE, INC.;
                              BULK TERMINALS, INC.;
                          MATLACK INTERNATIONAL, INC.;
                                       and
                            MATLACK PROPERTIES, INC.

                           COLLECTIVELY, THE "SELLER"

                                TABLE OF CONTENTS

1.       DEFINITIONS AND RULES OF CONSTRUCTION.................................1
1.1.     DEFINITIONS...........................................................1
1.2.     RULES OF CONSTRUCTION.................................................2
2.       PURCHASE AND SALE.....................................................3
2.1.     PURCHASE AND SALE OF ASSETS...........................................3
2.2.     PAYMENT OF PURCHASE PRICE.............................................4
2.3.     TRANSFER TAX ESCROW...................................................4
2.4.     OBLIGATIONS IN RESPECT OF REQUIRED CONSENTS...........................4
3.       REPRESENTATIONS AND WARRANTIES OF SELLER..............................5
3.1.     AUTHORITY.............................................................5
3.2.     TRANSFER OF PROPERTY..................................................5
3.3.     FILING OF CHAPTER 11 PLAN.............................................5
3.4.     EXCLUSIVITY OF REPRESENTATIONS........................................5
3.5.     DISCLAIMER............................................................5
4.       REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................6
4.1.     ORGANIZATION..........................................................6
4.2.     AUTHORITY.............................................................6
4.3.     CONSENTS..............................................................6
4.4.     BROKERS...............................................................6
5.       CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER......................7
5.1.     COMPLIANCE WITH COVENANTS.............................................7
5.2.     APPROVALS.............................................................7
5.3.     LITIGATION............................................................7
6.       CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.........................7
6.1.     REPRESENTATIONS AND WARRANTIES TRUE AS OF CLOSING DATE................7
6.2.     BANKRUPTCY CONDITION..................................................7
6.3.     PAYMENT...............................................................8
6.4.     LITIGATION............................................................8
6.5.     ADDITIONAL MATTERS....................................................8
7.       CLOSING...............................................................8
7.1.     CLOSING...............................................................8
7.2.     DELIVERIES BY THE SELLER..............................................8
7.3.     CONDITIONS CONSTITUTING DELIVERY BY SELLER............................9
7.4.     DELIVERIES BY THE PURCHASER...........................................9
7.5.     WAIVERS BY PURCHASER..................................................9
8.       POST-CLOSING OBLIGATIONS.............................................10
8.1.     CERTAIN CONSENTS.....................................................10
8.2.     CLEANING OF CERTAIN ROLLING STOCK BY SELLER..........................11
8.3      ACCEPTANCE OF UNITS AND PAYMENT OF RENT EXPENSES BY PURCHASER........11
8.4.     ASSIGNMENT OF CONTRACTS BY SELLER....................................12
8.5.     CONSENTS AND APPROVALS...............................................12
8.1.     FURTHER ASSURANCES...................................................13
9.       MISCELLANEOUS........................................................13
9.1.     EXPENSES.............................................................13
9.2.     LIQUIDATED DAMAGES...................................................13
9.3.     AMENDMENT............................................................13
9.4.     NOTICES..............................................................13
9.5.     WAIVERS..............................................................14
9.6.     COUNTERPARTS AND EXECUTION...........................................14
9.7.     HEADINGS.............................................................14
9.8.     APPLICABLE LAW AND JURISDICTION......................................14
9.9.     BINDING NATURE; ASSIGNMENT...........................................15
9.10.    NO THIRD PARTY BENEFICIARIES.........................................15
9.11.    TAX MATTERS..........................................................15
9.12.    TERMINATION OF REPRESENTATIONS, WARRANTIES AND COVENANTS.............15
9.13.    CONSTRUCTION.........................................................15
9.14.    PUBLIC ANNOUNCEMENTS.................................................16
9.15.    ENTIRE UNDERSTANDING.................................................16

Schedules

Schedule A - Rolling Stock
Schedule B - Personalty
Schedule C - Titled Rolling Units
Schedule D - Untitled Units
Schedule E - Certificated Trailers
Schedule F - Uncertificated Trailers
Schedule G - First Union National Bank Liened Units
Schedule H - Ark-CLO 2000-1, Ltd. Liened Units
Schedule I - Tires
Schedule J - Non-Spec Trailers
Schedule K - Units to be Cleaned
Schedule L - Impaired Units
Schedule M - Post-Closing Acceptance  Schedule

Exhibits

Exhibit 1 - Bill of Sale
Exhibit 2 - First Union Release Letter
Exhibit 3 - Ark-CLO Release Letter
Exhibit 4 - Sale Order


                            ASSET PURCHASE AGREEMENT

THIS ASSET  PURCHASE  AGREEMENT  (this  "Agreement")  is dated as of November 9,
2001, by and among SOUTHERN TANK LEASING,  INC. (the  "Purchaser"),  and MATLACK
(DE),  INC.,  MATLACK,  INC.,  TRANSPORTERS  ADJUSTERS,  INC.,  MATLACK  LEASING
CORPORATION, BAYONNE TERMINALS, INC., DISTRIBUTION CENTER OF BAYONNE, INC., BULK
TERMINALS, INC., MATLACK INTERNATIONAL, INC., AND MATLACK PROPERTIES, INC. (each
a "Debtor Entity" and collectively, the "Debtor Entities" or "Seller"), a debtor
and debtor in possession under Chapter 11 Case No. 01-01114 (MWF) pending in the
Bankruptcy  Court for the District of Delaware.  In  consideration of the mutual
covenants,  agreements and warranties herein  contained,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1. DEFINITIONS AND RULES OF CONSTRUCTION.

     1.1. DEFINITIONS.  Unless otherwise defined herein, terms used herein shall
          have the meanings set forth below:

     "Bankruptcy Code" means title 11 of the United States Code.

     "Bankruptcy  Court"  means  the  United  States  Bankruptcy  Court  for the
District of Delaware, having jurisdiction over the Seller and its assets.

     "Chapter 11 Case" means the pending  case  commenced by the Seller on March
29, 2001 under chapter 11 of the Bankruptcy  Code in the Bankruptcy  Court under
docket no. 01-01114 (MWF).

     "Chapter 11 Plan"  means the joint plan of  liquidation  of the  bankruptcy
estate of the Debtor Entities pursuant to Chapter 11 of the Bankruptcy Code.

     "Closing" means the consummation of the transactions contemplated herein in
accordance with Article 9 hereof.

     "Contract"  means any  agreement,  contract,  commitment,  or other binding
arrangement or understanding  primarily related to any Acquired Assets,  whether
written or oral, to which the Seller is a party.

     "Exhibits" means the exhibits to this Agreement.

     "Order" means any decree, order, injunction,  rule, judgment, consent of or
by any court or governmental authority.

     "Person"  means  any  corporation,   partnership,  joint  venture,  limited
liability company, organization, entity, authority or natural person.

     "Regulation" means any law, statute, regulation,  ruling, rule or order of,
administered  or  enforced  by  or on  behalf  of,  any  court  or  governmental
authority.

     "Sale" means the consummation of the transactions  contemplated  under this
Agreement as approved by the Sale Order.

     "Sale Order" means the order of the Bankruptcy  Court,  entered on November
6, 2001,  which Order is in form and substance  reasonably  satisfactory  to the
Purchaser and the Seller.

     "Seller's  Requests  for  Replacement"  means  Seller's  request(s)  to the
appropriate  government  agency(ies)  for  replacement  certificates of title or
other evidence of ownership with respect to any Unit.

     "Schedules" means the schedules to this Agreement.

     "Taxes"  means  all  taxes,   charges,   fees,  duties,   levies  or  other
assessments,   including,  without  limitation,   income,  gross  receipts,  net
proceeds,  ad valorem,  real and personal  property  (tangible and  intangible),
sales,  use,  franchise,  excise,  value added,  payroll,  unemployment,  stamp,
leasing, lease, user, transfer, occupational,  employees' income withholding and
Social  Security  taxes  imposed on the Sale by the  United  States or any other
country or by any state,  municipality,  subdivision or  instrumentality  of the
United States or of any other country or by any other tax  authority,  including
all applicable penalties and interest.

     "Third Party" means any Person other than the Seller,  the Purchaser or any
of their respective Affiliates.

     "Unit" means any of the tractors,  trailers or equipment listed on Schedule
A and Schedule B hereto.

     1.2  RULES OF CONSTRUCTION.

          (a)  Unless  otherwise  specified  therein,  all terms defined in this
               Agreement have the meanings as so defined herein when used in any
               other certificate,  report or document made or delivered pursuant
               hereto.

          (b)  Each  term  defined  in  the  singular  form  in  Section  1.1 or
               elsewhere in this  Agreement  shall mean the plural  thereof when
               the  plural  form of such term is used in this  Agreement  or any
               other certificate,  report or document made or delivered pursuant
               hereto,  and each term  defined in the plural form in Section 1.1
               shall mean the singular  thereof  when the singular  form of such
               term is used herein or therein.

          (c)  The words "hereof," "herein,"  "hereunder" and similar terms when
               used in this  Agreement  shall refer to this Agreement as a whole
               and  not to any  particular  provision  of  this  Agreement,  and
               article,  section,  subsection,  schedule and exhibit  references
               herein  are  references  to  articles,   sections,   subsections,
               schedules  and  exhibits  to  this  Agreement   unless  otherwise
               specified.

          (d)  The word  "including" (and with  correlative  meaning  "include")
               means   including   without   limiting  the   generality  of  any
               description   preceding  such  term,  the  phrase  "may  not"  is
               prohibitive  and  not  permissive,  and  the  word  "or"  is  not
               exclusive.

          (e)  As used herein,  the term "Seller"  shall mean each of the Debtor
               Entities  only with  respect to itself and to the fullest  extent
               that any or all of the Debtor  Entities  (as the case may be) can
               perform the  obligations  or make the  representations  contained
               herein.   Except  as  expressly  stated  otherwise  herein,   any
               reference  to "Seller"  herein shall not, and shall not be deemed
               to:

               (i)  create any joint or several  liability between and among the
                    Debtor Entities;

               (ii) create any indemnity or surety  between and among the Debtor
                    Entities with respect to any matters hereunder; nor

               (iii)require any of the Debtor Entities to perform any obligation
                    of the any other,  or to cause one of the Debtor Entities to
                    perform such other party's respective obligations hereunder.

          (f)  As used herein, the term "Acquired Assets" when used in reference
               to or in  connection  with any  representation  or  action by the
               Seller, shall mean only those Acquired Assets which are owned by,
               or subject to the direct  interest of the respective  Seller.  No
               references  herein to  Acquired  Assets  and to  Seller  shall be
               deemed to refer to assets of each of the  Debtor  Entities  which
               are not  owned or held by each of the  Debtor  Entities  in their
               respective individual capacity.

2. PURCHASE AND SALE.

     2.1  PURCHASE AND SALE OF ASSETS.  Subject to the terms and  conditions set
          forth in this  Agreement,  and subject and pursuant to the Sale Order,
          at the Closing the Seller shall sell, assign,  transfer and deliver to
          the  Purchaser,  and the Purchaser  shall  purchase,  acquire and take
          assignment and delivery of, for the consideration specified in Section
          2.2 hereof,  all of the Seller's  respective right, title and interest
          in and to the following assets  (wherever  located) (all of the assets
          to be sold,  assigned,  transferred  and  delivered  to the  Purchaser
          hereunder herein called the "Acquired Assets"):

          (a)  One Thousand One Hundred  Seventy-Nine (1,179) Units as set forth
               on Schedule A  (collectively,  the "Rolling Stock") and all other
               personalty and assets set forth on Schedule B (collectively,  the
               "Personalty") wherever located; and

          (b)  all rights under or pursuant to all  warranties,  representations
               and guarantees made by suppliers,  manufacturers  and contractors
               directly in  connection  with the  operation of or affecting  the
               Rolling  Stock or the  Personalty,  to the extent that such items
               are transferable by the Seller.

     2.2  PAYMENT  OF  PURCHASE  PRICE.  The  aggregate  purchase  price for the
          Acquired  Assets shall be equal to the sum of the following items (the
          "Purchase Price"),  payable as set forth below,  subject to adjustment
          as provided in Section 2.5 hereof:

          (a)  the  earnest  money  deposit  in an amount  equal to Six  Hundred
               Twelve Thousand Five Hundred Dollars  ($612,500.00)  in cash (the
               "Deposit"),  which Deposit has been  previously paid by Purchaser
               to the account of Seller held by Seller's Counsel; plus

          (b)  an  amount  equal  to Five  Million  Five  Hundred  Eighty  Seven
               Thousand Five Hundred Dollars ($5,587,500.00) upon Closing;

All amounts to be paid by Purchaser under or pursuant to this Agreement shall be
paid to the Seller in cash in immediately  available funds at Closing or at such
other times as expressly required hereunder.

     2.3  TRANSFER TAX ESCROW.  The Seller hereby directs that the sum of Twenty
          Nine  Thousand Six Hundred  Dollars  ($29,600.00)  (the  "Transfer Tax
          Escrow") shall be retained in Klett Rooney Lieber & Schorling's Escrow
          Account to be  applied to the  possible  payment of any  transfer  tax
          obligations  in accordance  with  applicable  orders of the Bankruptcy
          Court in the event that Seller  converts the Chapter 11 case to a case
          under  Chapter  7 of the  Bankruptcy  Code,  in which  situation,  the
          appropriate   sums  will  be  disbursed  to  the  appropriate   taxing
          authorities.  Upon  confirmation  of the Chapter 11 Plan, the Transfer
          Tax Escrow shall be disbursed  to the Seller.  Purchaser  acknowledges
          that any and all transfer  taxes due in  connection  with the Sale are
          the obligation of Purchaser.  Purchaser  shall reimburse to Seller any
          amounts required to be paid from the Transfer Tax Escrow promptly upon
          Seller's  request  therefore.   Purchaser  shall  indemnify  and  hold
          harmless the Seller for the payment of any amounts  inevitably  due to
          taxing  authorities  for transfer  taxes which exceed the Transfer Tax
          Escrow.

     2.4  OBLIGATIONS IN RESPECT OF REQUIRED CONSENTS.

          (a)  The Seller shall not be required to incur any  liability  for any
               expenses,  costs or obligations  on account of consents  required
               from any Third Party in  connection  with this  Agreement  or the
               transactions   contemplated   hereby,  other  than  the  Seller's
               professional fees incurred in connection with the negotiation and
               preparation of this Agreement. The Purchaser shall cooperate with
               the Seller's efforts to obtain any such required consents.

          (b)  The Seller shall not be required to incur any  liability  for any
               expense,  cost or obligation in order to satisfy any governmental
               requirement.

3.  REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Each of the  Debtor  Entities
represents and warrants, only with respect to itself, to the Purchaser as of the
date of this Agreement and the Closing Date (except where such representation or
warranty is made as of a specific date), as follows:

     3.1  AUTHORITY.  Each of the Debtor  Entities has all  necessary  corporate
          power and  authority to own its  respective  Units and to carry on its
          respective  business  and to enter  into and  perform  its  respective
          obligations  under this  Agreement and the  transactions  contemplated
          hereby.

     3.2  TRANSFER OF PROPERTY.  At and as of the Closing Date,  the Seller will
          have the right to sell,  convey,  transfer,  assign and deliver to the
          Purchaser  the  Acquired  Assets  on the  terms  set forth in the Sale
          Order.

     3.3  FILING OF CHAPTER 11 PLAN.  Seller is  presently  preparing  and shall
          file a Chapter 11 Plan.

     3.4  EXCLUSIVITY OF  REPRESENTATIONS.  The  representations  and warranties
          made by the Seller in this  Agreement are in lieu of and are exclusive
          of  all  other  representations  and  warranties,  including,  without
          limitation,  any implied  warranties.  The Seller hereby disclaims any
          such other or implied  representations  or warranties  notwithstanding
          the  delivery  or   disclosure  to  the  Purchaser  or  its  officers,
          directors,  employees, agents, or representatives of any documentation
          or other  information  (including  any financial  projections or other
          supplemental  data). The Seller hereby disclaims any warranty (express
          or implied) of  merchantability  or fitness for any particular purpose
          as to any Acquired Asset.

     3.5  DISCLAIMER.  EXCEPT FOR THE SELLER'S  REPRESENTATIONS  AND  WARRANTIES
          CONTAINED  IN THS ARTICLE 3 HEREOF;  (a) THE SELLER HAS NOT MADE,  AND
          THE   PURCHASER   HAS  NOT   RELIED,   AND  WILL  NOT  RELY,   ON  ANY
          REPRESENTATIONS  OR WARRANTIES  WHATSOEVER,  EXPRESS OR IMPLIED,  WITH
          RESPECT  TO ANY  MATTER  RELATING  TO THE  ACQUIRED  ASSETS;  (b)  THE
          PURCHASER  SHALL  ACCEPT THE  ACQUIRED  ASSETS "AS IS," "WHERE IS" AND
          "WITH  ALL  FAULTS,"  AND  THE  PURCHASER  SHALL  RELY  UPON  ITS  OWN
          EXAMINATION  THEREOF.  THE PURCHASER  EXPRESSLY  ACKNOWLEDGES THAT THE
          SELLER  HAS NOT  MADE  ANY  REPRESENTATION  OR  WARRANTY,  EXPRESS  OR
          IMPLIED,  AT LAW OR IN EQUITY,  AS TO THE ACCURACY OR  COMPLETENESS OF
          ANY  INFORMATION  REGARDING  THE  ACQUIRED  ASSETS OR THE  OBLIGATIONS
          ASSUMED BY PURCHASER HEREUNDER,  EXCEPT AS EXPRESSLY SET FORTH IN THIS
          AGREEMENT OR THE  SCHEDULES,  AND THE  PURCHASER  FURTHER  AGREES THAT
          NEITHER  THE SELLER NOR ANY OTHER  PERSON  SHALL HAVE OR BE SUBJECT TO
          ANY LIABILITY TO THE PURCHASER OR ANY OTHER PERSON  RESULTING FROM THE
          PURCHASER'S USE OF ANY SUCH ACQUIRED ASSETS OR INFORMATION. THE SELLER
          HAS NOT  MADE,  AND  DOES  NOT  MAKE,  AND  EXPRESSLY  DISCLAIMS,  ANY
          REPRESENTATION,  WARRANTY OR INDEMNITY  WITH RESPECT TO  ENVIRONMENTAL
          HAZARDS,  LIABILITY,  COMPLIANCE  WITH APPLICABLE LAWS AND REGULATIONS
          WITH  RESPECT TO  ENVIRONMENTAL  MATTERS OR ANY  ACQUIRED  ASSET,  THE
          QUALITY OF ANY ACQUIRED  ASSET,  THE  MERCHANTABILITY  OF ANY ACQUIRED
          ASSET,  OR THE  FITNESS  OF ANY  ACQUIRED  ASSET  FOR  ANY  PARTICULAR
          PURPOSE.  PURCHASER EXPRESSLY  ACKNOWLEDGES,  AND ACCEPTS THE ACQUIRED
          ASSETS SUBJECT TO, THE FOREGOING DISCLAIMERS.

4.  REPRESENTATIONS  AND  WARRANTIES OF PURCHASER.  The Purchaser  represents to
Seller as follows.

     4.1  ORGANIZATION.  The Purchaser is a corporation  validly existing and in
          good standing  under the laws of the State of Alabama and has the full
          power and authority to execute, deliver and perform this Agreement and
          to consummate all of the transactions contemplated hereby.

     4.2  AUTHORITY. The execution, delivery and performance by the Purchaser of
          this Agreement and the consummation of the  transactions  contemplated
          hereby and thereby have been duly  authorized by all necessary  action
          on the  part of the  Purchaser  and do not and will  not  violate  any
          provisions of its organizational  documents, any applicable Regulation
          or any Contract or Order binding upon it. This Agreement constitutes a
          valid and binding agreement of the Purchaser,  enforceable against the
          Purchaser in accordance with its terms.

     4.3  CONSENTS.  No notice to, filing with,  authorization of, exemption by,
          or consent of any  authority is required in order for the Purchaser to
          consummate the transactions contemplated hereby.

     4.4  BROKERS.  Other than the  Break-Up Fee payable by Purchaser to Michael
          Fox  International  in accordance  with the Sale Order (the  "Break-Up
          Fee"),  the Purchaser has incurred no liability to any broker,  finder
          or agent with respect to the payment of any  commission  regarding the
          consummation of the transactions  contemplated  hereby.  The Purchaser
          agrees that if any claims for commissions, fees or other compensation,
          including,  without  limitation,  brokerage  fees,  finder's  fees, or
          commissions  are ever asserted  against the Purchaser or the Seller in
          connection with this transaction, all such claims shall be handled and
          paid by the party whose  actions form the basis of such claim and such
          party shall  indemnify  (with counsel  reasonably  satisfactory to the
          party(ies)  entitled to  indemnification)  and hold the other harmless
          from and against  any and all such  claims or demands  asserted by any
          person,  firm  or  corporation  in  connection  with  the  transaction
          contemplated hereby. Purchaser agrees to promptly indemnify Seller for
          any liability,  cost,  expense,  claim, or damage (including  attorney
          fees and expenses) incurred by Seller arising from Purchaser's failure
          to pay the Break-Up Fee or any portion thereof.

5.  CONDITIONS  PRECEDENT TO  OBLIGATIONS OF PURCHASER.  The  obligations of the
Purchaser  under this Agreement are, at the option of the Purchaser,  subject to
satisfaction  of the  following  conditions  precedent  on or before the Closing
Date.

     5.1  COMPLIANCE  WITH  COVENANTS.  The  Seller  shall  have  performed  and
          complied, in all material respects, with the obligations and covenants
          required by this  Agreement to be  performed  or complied  with by the
          Seller on or prior to the Closing Date.

     5.2  APPROVALS.   Except  as  otherwise   expressly  provided  herein,  all
          authorizations, consents, filing and approvals necessary to permit the
          Seller to perform the transactions contemplated hereby shall have been
          duly  obtained,  made  or  given,  shall  be  in  form  and  substance
          reasonably satisfactory to the Purchaser,  shall not be subject to the
          satisfaction  of any condition  that has not been  satisfied or waived
          and shall be in full force and effect. All terminations or expirations
          of waiting periods imposed by any governmental authority necessary for
          the transactions contemplated under this Agreement, if any, shall have
          occurred.

     5.3  LITIGATION.  No Order shall have been issued restricting,  prohibiting
          or staying the consummation of the  transactions  contemplated by this
          Agreement.

6. CONDITIONS  PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of the Seller
under  this  Agreement  are,  at  the  option  of  the  Seller,  subject  to the
satisfaction  of the  following  conditions  precedent  on or before the Closing
Date.

     6.1  REPRESENTATIONS   AND   WARRANTIES   TRUE  AS  OF  CLOSING  DATE.  The
          representations and warranties of the Purchaser contained herein shall
          be true and correct in all material  respects (except for such changes
          as are  contemplated  by the terms of this Agreement) on and as of the
          Closing Date (except for  representations  and warranties made as of a
          specified date, which shall be true and correct as of that date in all
          material  respects)  with the same force and effect as though  made by
          the Purchaser on and as of the Closing Date. The Purchaser  shall have
          performed and complied, in all material respects, with the obligations
          and covenants  required by this  Agreement to be performed or complied
          with by the Purchaser on or prior to the Closing Date.

     6.2  BANKRUPTCY  CONDITION.  Any motion for rehearing or reconsideration of
          the Sale  Order  shall  have been  denied or  withdrawn,  and the time
          allowed for appeals of the Sale Order shall have  expired  without any
          appeal  having  been  taken  or,  if the Sale  Order  shall  have been
          appealed,  no stay shall be in effect.  Notwithstanding the provisions
          of this  Section 6.2,  nothing in this  Agreement  shall  preclude the
          Seller  or  the   Purchaser   from   consummating   the   transactions
          contemplated herein if the Seller, in its sole discretion,  waives the
          requirement  that the Sale Order or any other  Order shall have become
          final orders.  No notice of such waiver of this or any other condition
          to  Closing  need be given  except  to the  Purchaser,  it  being  the
          intention of the parties  hereto that the Seller shall be entitled to,
          and is not waiving, the protection of section 363(m) of the Bankruptcy
          Code, the mootness  doctrine and any similar statute or body of law if
          the Closing occurs in the absence of final orders.

     6.3  PAYMENT.   The  Purchaser  shall  have  paid  the  Purchase  Price  in
          accordance with Section 2.2 hereof.

     6.4  LITIGATION.  No Order shall have been issued restricting,  prohibiting
          or staying the consummation of the  transactions  contemplated by this
          Agreement.

     6.5  ADDITIONAL  MATTERS.  All  corporate  and other  proceedings,  and all
          documents,  instruments and other legal matters in connection with the
          transactions contemplated by this Agreement or by the other agreements
          referred  to  herein  shall  be  reasonably  satisfactory  in form and
          substance  to the  Seller  and its  counsel.  The  Seller  shall  have
          received  such   additional   documents,   instruments   or  items  of
          information  reasonably  requested  by it in  respect of any aspect or
          consequence of the transactions contemplated hereby.

7. CLOSING.

     7.1  CLOSING.  Provided  that the Sale Order shall have been entered and no
          stay with respect  thereto shall be in effect,  the Closing shall take
          place on November 9, 2001 at the Seller's  offices at 1 Rollins Plaza,
          2200 Concord Pike, Wilmington, DE 19803 at 9:30 a.m. EST (the "Closing
          Date").

     7.2  DELIVERIES BY THE SELLER. At the Closing,  the Seller will deliver the
          following to the Purchaser:

          (a)  a Bill of Sale  substantially  in the  form  attached  hereto  as
               Exhibit  1  duly  executed  by the  Seller  with  respect  to the
               Acquired Assets to be transferred by Seller; and

          (b)  certificates of title with respect to the Rolling Stock for which
               certificates of title are available, which are listed on Schedule
               C hereto (the "Titled  Units") duly  endorsed for transfer to the
               Purchaser  (provided,  however,  that if any such certificates of
               title are not readily  obtainable by the Seller as of the Closing
               Date,  the Seller shall be permitted to deliver,  within  fifteen
               (15) business days after Closing,  such  certificates of title or
               copies of Seller's Requests for Replacement; and

          (c)  documentation   evidencing  ownership,   or  copies  of  Seller's
               Requests for  Replacement,  with respect to the Rolling Stock for
               which  certificates of title are not available,  which are listed
               on Schedule D hereto (the "Untitled Units"); and

          (d)  certificates  of  compliance  with respect to the Units listed on
               Schedule E hereto,  (the "Certificated  Trailers")  provided that
               Purchaser acknowledges that as to the tanks set forth on Schedule
               F hereto (the "Uncertificated Trailers") the tank manufacturer is
               no longer in business and it is therefore  impossible  for Seller
               to deliver the certificates of compliance; and

          (e)  a release  letter  executed by an  authorized  signatory of First
               Union National Bank ("First Union"),  which is attached hereto as
               Exhibit 2 (the "First Union Release  Letter"),  under which First
               Union  releases  its liens on the  assets  listed on  Schedule  G
               hereto (the "First Union Liened Units"); and

          (f)  a release letter  executed by an authorized  signatory of Ark-CLO
               2000-1 Ltd.  ("Ark-CLO"),  which is attached  hereto as Exhibit 3
               (the "Ark-CLO Release Letter"),  under which Ark-CLO releases its
               liens on the assets  listed on  Schedule H hereto  (the  "Ark-CLO
               Liened Units"); and

          (g)  a copy of the executed Sale Order,  which is hereby  incorporated
               herein by reference and is attached as Exhibit 4 hereto.

     7.3  CONDITIONS  CONSTITUTING DELIVERY BY SELLER. The Acquired Assets shall
          be deemed to be delivered according to the following conditions:

          (a)  The Rolling  Stock shall be deemed to be delivered  upon delivery
               by Seller of certificates of title or other documents  evidencing
               ownership as discussed in Section 7.2(b), (c) and (d) above.

          (b)  Purchaser  hereby expressly agrees that with respect to the tires
               located at the  terminals  specified  on  Schedule I hereto  (the
               "Tires"),  identification by Seller of the locations of the Tires
               constitutes delivery of the Tires.

     7.4  DELIVERIES  BY THE  PURCHASER.  At the  Closing,  the  Purchaser  will
          deliver the following:

          (a)  the  Purchase  Price  payable  at  Closing  pursuant  to  and  in
               accordance with Section 2.2 hereof and the Sale Order; and

          (b)  all other  documents  and  agreements  required  pursuant to this
               Agreement or reasonably  necessary to permit Purchaser and Seller
               to effect  the  transactions  contemplated  hereunder,  including
               execution  and  delivery  of any  certificates  of title or other
               certifications,  agreements  or  documents  necessary  to  accept
               transfer  of any  of  the  Acquired  Assets  and  to  the  extent
               reasonably requested by Seller,  evidence of payment of any taxes
               imposed upon Purchaser with respect to the transactions hereunder
               or the acceptance of any of the Acquired Assets.

     7.5  WAIVERS  BY  PURCHASER.  Purchaser  agrees to waive any and all rights
          conferred to it under this  Agreement  with  respect to the  following
          Units and under the following conditions:

          (a)  Purchaser  acknowledges that any and all of the Rolling Stock and
               Personalty located at the Spartanburg  terminal (the "Spartanburg
               Assets") may have been  damaged and  Purchaser  hereby  agrees to
               accept all of the Acquired Assets  including  without  limitation
               the  Spartanburg  Assets as-is,  where-is and with all faults and
               agrees to waive any right to reject the Spartanburg Assets on any
               basis; and

          (b)  In the event  that  Seller  fails to clean or cause to be cleaned
               the any of the Part B Units (as  defined  in  Section  8.2 below)
               within the  Cleaning  Period (as  defined in Section  8.2 below),
               Purchaser  shall  within  ten (10) days after  expiration  of the
               Cleaning Period (the "Election Period") deliver written notice to
               Seller  stating  that  Purchaser  is electing  to waive,  without
               recourse  to  the  Seller,   the  Seller's   performance  of  its
               obligations  under  Section 8.2 hereof with respect to the Part B
               Units and that  Purchaser is electing to accept  delivery of all,
               or certain of, the Part B Units "AS IS,  WHERE IS" in  accordance
               with the terms of this  Agreement.  If  Purchaser  shall  fail to
               deliver the notice required pursuant to this Section 7.5(b) on or
               before the expiration of the Election  Period with respect to all
               or any of the Part B Units,  then  Purchaser  shall be  deemed to
               have  elected not to accept the Part B Units (or the Part B Units
               which  are not  included  in any  notice  actually  delivered  in
               accordance  with  Section  7.5(b)).  As to any Part B Units which
               Purchaser  does not elect to accept as  described in this Section
               7.5(b),   the  Purchaser  agrees  to  waive  its  right  to  take
               possession of such Part B Units and hereby  releases  Seller from
               all  obligations  to Purchaser with respect to such Part B Units,
               such that upon  expiration of the Cleaning  Period,  Seller shall
               have the right to sell or otherwise  dispose of such Part B Units
               to a Third Party.

          (c)  Purchaser  acknowledges  that the Units  appearing  on Schedule J
               (the "Non-Spec  Trailers") are not eligible for  Certificates  of
               Compliance,  and  Purchaser  agrees  to accept  delivery  of such
               Non-Spec  Trailers  and waives  the right to reject any  Non-Spec
               Trailers on the basis that  Certificates  of  Compliance  are not
               available for the Non-Spec Trailers.  Seller's failure to deliver
               Certificates of Compliance  with respect to any Non-Spec  Trailer
               shall not  constitute  a default on the part of Seller under this
               Agreement or the Sale Order.

8. POST-CLOSING OBLIGATIONS.

     8.1  CERTAIN  CONSENTS.  If a consent of a third party which is required in
          order to assign any  Acquired  Asset or any Contract (or in each case,
          any claim, right or benefit arising thereunder or resulting therefrom)
          is  not  obtained  prior  to  the  Closing  Date,  or if an  attempted
          assignment  would be ineffective or would adversely affect the ability
          of the Seller to convey its interest in question to the Purchaser, the
          Seller  will  cooperate  with  the  Purchaser  and  use   commercially
          reasonable  efforts,  at  the  Purchaser's   expense,  in  any  lawful
          arrangement  to provide that the Purchaser  shall receive the Seller's
          interest in the  benefits of such  Acquired  Asset.  If any consent or
          waiver is not  obtained  before the  Closing  Date and the  Closing is
          nevertheless  consummated,  the  Seller  agrees  to  continue  to  use
          commercially  reasonable  efforts to obtain all such  consents as have
          not been obtained  prior to such date. The Purchase Price shall not be
          subject  to   adjustment,   and  the   Closing  of  the   transactions
          contemplated by this Agreement shall not be delayed,  by reason of any
          inability to obtain consent for assignment of any Acquired Asset.  The
          Purchaser  acknowledges  that  certain  consents  to the  transactions
          contemplated  by  this  Agreement  may be  required  from  parties  to
          agreements,  contracts,  leases  or  Permits  (written  or  otherwise)
          comprising  the  Acquired  Assets to which the Seller is a party,  and
          such consents may not be obtained.  The  Purchaser  agrees that Seller
          shall not have any liability whatsoever to Purchaser arising out of or
          relating to the failure to obtain any  consents  that may have been or
          may be required in connection  with the  transactions  contemplated by
          this Agreement or because of the default,  acceleration or termination
          of any such  agreement,  contract,  lease  or  Permit  comprising  the
          Acquired Assets as a result thereof. The Purchaser further agrees that
          no representation, warranty or covenant of the Seller contained herein
          shall be breached or deemed breached and no condition of the Purchaser
          shall be deemed  not to be  satisfied  as a result of the  failure  to
          obtain any consent or as a result of any such default, acceleration or
          termination or any lawsuit, action, claim, proceeding or investigation
          commenced or threatened by or on behalf of any persons  arising out of
          or relating to the failure to obtain any consent or any such  default,
          acceleration or termination.

               CLEANING OF CERTAIN  ROLLING  STOCK BY SELLER.  Within sixty (60)
          days  after  Closing  (the  "Cleaning   Period"),   Seller  shall  (i)
          internally  clean or cause to be  internally  cleaned all of the Units
          listed in Part A of Schedule K hereto  (the "Part A Units");  and (ii)
          use its commercially  reasonable  efforts to internally clean or cause
          to be internally cleaned all of the Units listed in Part B of Schedule
          K,  (the  "Part  B  Units",   and  together  with  the  Part  A  Units
          collectively  referred to as the "Units to be  Cleaned").  Seller will
          utilize or cause to be utilized standard industry  procedures referred
          to as "cleaning for a future load" with respect to the cleaning of the
          Units to be Cleaned, and the Units to be Cleaned shall be deemed to be
          clean for  purposes of Seller's  obligation  under this  Section  upon
          completion of such standard  industry  procedures.  Seller is under no
          obligation  under this  Section  to clean or cause to be  cleaned  the
          Units listed on Schedule L hereto (the "Impaired Units") and Purchaser
          agrees  to  accept  the  Impaired  Units  as-is  and with all  faults.
          Purchaser  agrees  that all  Units  not  appearing  on  Schedule  K or
          Schedule L are clean per Purchaser's inspection.

               ACCEPTANCE  OF UNITS AND PAYMENT OF RENT  EXPENSES BY  PURCHASER.
          Purchaser  agrees to remove all Units from the  premises at which such
          Units are located at the time of Closing in accordance  with the times
          specified by Seller on the Post Closing Acceptance and Rental Schedule
          attached   as  Schedule  M  hereto   (the   "Post-Closing   Acceptance
          Schedule").  In the event  that  Purchaser  fails to do so,  Purchaser
          agrees  to  indemnify  and  reimburse  Seller  for all  expenses  (the
          "Post-Closing  Rental  Expenses")  incurred  by  Seller as a result of
          Purchaser's  failure  to remove  any Units or any  resulting  extended
          storage  period.  Purchaser  agrees  to  remit  reimbursement  for the
          Post-Closing Rental Expenses to Seller within five (5) days of receipt
          of an invoice for the Post-Closing Rental Expenses from Seller. Seller
          acknowledges  that  Purchaser  is free to negotiate  independent  Unit
          storage  or  rental  arrangements  with  each  property  owner  of the
          premises  at  which  Units  are  located  (a   "Lessor")  in  lieu  of
          reimbursing Seller for any Post-Closing Rental Expenses, provided that
          reimbursement for the Post-Closing  Rental Expenses shall be deemed to
          be due and payable unless and until Seller receives a notice signed by
          the appropriate Lessor(s) that independent arrangements have been made
          and which  releases  Seller  from any rental  obligations  that Seller
          otherwise  would have incurred as a result of  Purchaser's  failure to
          remove the relevant Units from the premises of the Lessor(s

     8.4  ASSIGNMENT OF CONTRACTS BY SELLER. Purchaser acknowledges that certain
          of the Units may be subject to Contracts,  under which Seller's rights
          may or may not be assignable to Purchaser. To the extent that Seller's
          rights  under such  Contracts  are  assignable,  Seller  agrees to use
          commercially  reasonable efforts to take all steps necessary to effect
          such  assignments of its rights within thirty (30) days after Closing.
          In  consideration  for  Seller's  assignment  of its rights under such
          Contracts,  Purchaser hereby  relinquishes any right to seek indemnity
          from Seller for any liabilities  Purchaser may incur arising from such
          Contracts,  for any events that occur after or that occurred  prior to
          Closing,  including  any past actions of Seller which may give rise to
          future  liability  for  Purchaser  as assignee of Seller's  rights and
          obligations under the Contracts.  Purchaser acknowledges that the only
          obligation Seller agrees to incur is to enforce on Purchaser's  behalf
          any  Contract  under which  Seller's  rights  could not be assigned to
          Purchaser.

     8.5  CONSENTS AND  APPROVALS.  Subject to the  provisions  of Article 3 and
          Section 8.1 hereof, the Seller and Purchaser shall cooperate with each
          other:

          (a)  to obtain all  necessary  consents and  approvals,  as reasonably
               requested by the  Purchaser,  to consummate the purchase and sale
               of  the  Acquired  Assets,  together  with  any  other  necessary
               consents   and   approvals   to   consummate   the   transactions
               contemplated hereby, including, without limitation, obtaining the
               Sale Order; and

          (b)  to make, as reasonably  requested by the Purchaser,  all filings,
               applications,  statements and reports to all authorities that are
               required to be made prior to or after the  Closing  Date by or on
               behalf of the  Seller or any of its  Affiliates  pursuant  to any
               applicable  Regulation in connection  with this Agreement and the
               transactions contemplated hereby.

               provided,  that the  Seller  shall  not be  required  to make any
               filing in connection  with the transfer of the Acquired Assets or
               take any  other  action  required  by this  sentence  unless  the
               Purchaser pays any and all fees and other charges  imposed by any
               applicable authority in connection with such filing,  transfer or
               other requested action. In the event that certain Acquired Assets
               are not transferable on or before the Closing,  but such Acquired
               Assets are  transferable  after the  Closing,  the  Seller  shall
               continue  to  use  such   commercially   reasonable   efforts  in
               cooperation  with  the  Purchaser  after  the  Closing  as may be
               required  to  obtain  all  required  consents  and  approvals  to
               transfer  such  Acquired  Assets  after  Closing and shall do all
               things  reasonably  necessary to give the  Purchaser the benefits
               that would be  obtained  with  respect to such  Acquired  Assets;
               provided,  however,  the Seller  shall in no event be required to
               take any action  required by this  sentence  unless the Purchaser
               pays any and all fees and other charges imposed by any applicable
               authority  in  connection  with such  filing,  transfer  or other
               requested action.

     8.6  FURTHER  ASSURANCES.  The Seller shall execute such documents and take
          such further  actions as may be  reasonably  required to carry out the
          provisions of this Agreement and the transactions contemplated hereby;
          provided,  however, that the Seller shall not be obligated to incur or
          be liable for any expense, cost or obligation in connection therewith.
          The Seller  shall use  commercially  reasonable  efforts to fulfill or
          obtain the  fulfillment  of the  conditions set forth in Articles 7, 8
          and 10 hereof.  The Purchaser  shall  execute such  documents and take
          such further  actions as may be  reasonably  required to carry out the
          provisions of this agreement and the transactions contemplated hereby;
          provided,  however, that the Purchaser shall not be obligated to incur
          or be  liable  for any  expense,  cost  or  obligation  in  connection
          therewith.  The Purchaser shall use commercially reasonable efforts to
          fulfill  or obtain  the  fulfillment  of the  conditions  set forth in
          Article 7, 8 and 10 hereof.

9. MISCELLANEOUS.

     9.1  EXPENSES.  Each party  hereto  shall bear its own costs and  expenses,
          including   attorneys'   fees,   with  respect  to  the   transactions
          contemplated  hereby.  Notwithstanding the foregoing,  in the event of
          any action or proceeding to interpret or enforce this  Agreement,  the
          prevailing party in such action or proceeding (i.e., the party who, in
          light  of  the  issues  contested  or  determined  in  the  action  or
          proceeding, was more successful) shall be entitled to have and recover
          from the  non-prevailing  party  such costs and  expenses  (including,
          without limitation, all court costs and reasonable attorneys' fees) as
          the prevailing party may incur in the pursuit or defense thereof.

     9.2  LIQUIDATED  DAMAGES.  In the event the Closing is not consummated as a
          result  of a  breach  by the  Purchaser,  the  Seller's  remedy  shall
          include,  but not be limited to, the  retention  of the full amount of
          the Deposit as liquidated damages. In addition,  in the event that the
          Purchaser  breaches  the  Confidentiality  Agreement,  in  addition to
          retaining the full amount of the Deposit, the Seller shall be entitled
          to exercise all other rights existing in its favor.

     9.3  AMENDMENT. This Agreement may not be amended, modified or supplemented
          except by a written  instrument  signed by all of the  parties to this
          Agreement.

     9.4  NOTICES.  Any notice,  request,  instruction  or other  document to be
          given  hereunder  by a party  hereto  shall be in writing and shall be
          deemed to have been given,  (a) when received if given in person,  (b)
          on the date of transmission  if sent by telex,  telecopy or other wire
          transmission (with answer back confirmation of such transmission), (c)
          upon delivery,  if delivered by a nationally known commercial  courier
          service providing next day delivery service (such as Federal Express),
          or (d) upon delivery, or refusal of delivery, if deposited in the U.S.
          mail, certified or registered mail, return receipt requested,  postage
          prepaid.  A  copy  of  each  notice  delivered  by the  Seller  or the
          Purchaser  under this  Agreement  shall be  delivered to the Seller or
          Purchaser at the addresses  listed below, or to such other  individual
          or address as a party hereto may  designate for itself by notice given
          as herein provided:

IF TO SELLER:                        WITH A COPY TO:

Matlack Systems, Inc.                Klett   Rooney    Lieber   &   Schorling, a
One Rollings Plaza                   professional corporation
2200 Concord Pike                    Two Logan Square, 12th Floor
Wilmington, DE  19803                Philadelphia, PA 19103-2756
Attn: Mr. Pat Bagley                 Attn:  William H. Schorling, Esq.
Telephone:  302-426-2930             Telephone:  215-567-7500
Facsimile:  302-426-3298             Facsimile:    215-567-2737

IF TO PURCHASER:                     WITH A COPY TO:

Southern Tank Leasing                Heiman, Aber, Goldlust & Baker
P.O. Box 1237, Hwy. 43 South         First Federal Plaza
Demopolis, AL  36732                 702 King Street, Suite 600
Attn:  Boyd L. Ducket                Wilmington, DE  19801
Telephone:  334-289-8885             Attn:  Henry A. Heiman
Facsimile:  334-289-8801             Telephone:  302-658-1800
                                     Facsimile:  302-658-1473

     9.5  WAIVERS. The failure of a party hereto at any time or times to require
          performance  of any  provision  hereof  shall in no manner  affect its
          right at a later time to enforce the same. No waiver by a party of any
          condition or of any breach of any term,  covenant,  representation  or
          warranty  contained in this  Agreement  shall be  effective  unless in
          writing, and no waiver in any one or more instances shall be deemed to
          be a further or continuing  waiver of any such  condition or breach in
          other  instances  or a waiver of any other  condition or breach of any
          other term, covenant, representation or warranty.

     9.6  COUNTERPARTS   AND   EXECUTION.   This   Agreement   may  be  executed
          simultaneously  in  counterparts,  each of which  shall be  deemed  an
          original,  but all of which together shall constitute one and the same
          instrument. Any counterpart may be executed by facsimile signature and
          such facsimile signature shall be deemed an original.

     9.7  HEADINGS. The headings preceding the text of the Articles and Sections
          of this Agreement and the Schedules  hereto are for  convenience  only
          and shall not be deemed part of this Agreement.

     9.8  APPLICABLE  LAW AND  JURISDICTION.  THIS AGREEMENT (AND ALL DOCUMENTS,
          INSTRUMENTS,  AND  AGREEMENTS  EXECUTED AND DELIVERED  PURSUANT TO THE
          TERMS AND PROVISIONS HEREOF (COLLECTIVELY, THE "ANCILLARY DOCUMENTS"))
          SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
          BANKRUPTCY CODE AND TO THE EXTENT NOT INCONSISTENT WITH THE BANKRUPTCY
          CODE, THE LAWS OF THE STATE OF DELAWARE  APPLICABLE TO AGREEMENTS MADE
          AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION. THE PURCHASER AND
          THE  SELLER  FURTHER  AGREE  THAT  THE  BANKRUPTCY  COURT  SHALL  HAVE
          EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO
          (A)  THE  INTERPRETATION  AND  ENFORCEMENT  OF THIS  AGREEMENT  OR ANY
          ANCILLARY  DOCUMENT;  AND/OR (B) THE ACQUIRED  ASSETS  AND/OR  ASSUMED
          LIABILITIES AND THE PURCHASER  EXPRESSLY CONSENTS TO AND AGREES NOT TO
          CONTEST SUCH EXCLUSIVE  JURISDICTION;  PROVIDED,  HOWEVER, THAT IF THE
          BANKRUPTCY COURT REFUSES TO ACCEPT JURISDICTION OVER ANY SUCH DISPUTE,
          THEN ANY  STATE OR  FEDERAL  COURT  LOCATED  IN  DELAWARE  SHALL  HAVE
          JURISDICTION OVER SUCH DISPUTE AND THE PURCHASER AND THE SELLER HEREBY
          CONSENT TO THE JURISDICTION OF SUCH COURT IN ANY SUCH CASE.

     9.9  BINDING NATURE;  ASSIGNMENT.  This Agreement shall be binding upon and
          inure to the  benefit  of the  parties  hereto  and  their  respective
          successors and permitted  assigns,  but neither this Agreement nor any
          of the rights, interests or obligations hereunder shall be assigned by
          any of the parties hereto  without prior written  consent of the other
          parties (which shall not be unreasonably withheld or delayed);  except
          (a) that the  Purchaser  may  assign  any of its  rights  (but not its
          obligations)  hereunder to any Affiliate,  wholly-owned  subsidiary or
          its lenders,  (b) the Purchaser  may grant a security  interest in its
          rights and  interests  hereunder  to its  lenders,  (c) the rights and
          interests  hereunder  may be  assigned  to a trustee  appointed  under
          chapter 11 or chapter 7 of the Bankruptcy Code, (d) this Agreement may
          be  assigned  to any  entity  appointed  as  successor  to the  Seller
          pursuant to a confirmed chapter 11 plan and (e) as otherwise  provided
          in this Agreement.  Nothing contained herein,  express or implied,  is
          intended  to confer on any  Person  other than the  parties  hereto or
          their  successors and assigns,  any rights,  remedies,  obligations or
          liabilities under or by reason of this Agreement.

     9.10 NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit
          of the parties  hereto and no  provision  of this  Agreement  shall be
          deemed to confer upon third parties any rights,  remedies,  claims, or
          causes of action.

     9.11 TAX MATTERS.  In the event that section 1146(c) of the Bankruptcy Code
          does not apply to the transactions  contemplated hereby, the Purchaser
          shall  be  responsible  for the  timely  payment  of all  sales,  use,
          transfer (including,  without limitation,  documentary transfer, stamp
          and like  taxes) and  similar  taxes  payable in  connection  with the
          consummation  of the  transactions  contemplated by this Agreement and
          the sale and transfer of the Acquired  Assets to the  Purchaser or its
          designee.

     9.12 TERMINATION  OF   REPRESENTATIONS,   WARRANTIES  AND  COVENANTS.   All
          representations  and  warranties  made by the Seller in this Agreement
          shall  terminate on the Closing Date upon the purchase of the Acquired
          Assets by the Purchaser  and the Seller shall have no liability  after
          the Closing  Date for any breach of any  representation  or  warranty.
          Except as expressly  set forth in Section 9 hereof,  all  covenants of
          the  Seller  shall  lapse at,  and be of no  further  force and effect
          following, the Closing.

     9.13 CONSTRUCTION. The language used in this Agreement will be deemed to be
          the language  chosen by the parties to this Agreement to express their
          mutual  intent,  and no rule of strict  construction  shall be applied
          against any party.  Any  reference to any federal,  state,  local,  or
          foreign  statute or law shall be deemed also to refer to all rules and
          regulations  promulgated  thereunder,   unless  the  context  requires
          otherwise.

     9.14 PUBLIC ANNOUNCEMENTS.  Except as required by law or in connection with
          the Chapter 11 Case,  neither the Seller nor the Purchaser shall issue
          any press release or public announcement  concerning this Agreement or
          the  transactions  contemplated  hereby  without  obtaining  the prior
          written  approval of the other party  hereto  relating to the contents
          and manner of  presentation  and publication  thereof,  which approval
          will not be  unreasonably  withheld  or  delayed.  Prior to making any
          public disclosure  required by applicable law, the disclosing  parties
          shall  give the  other  party a copy of the  proposed  disclosure  and
          reasonable opportunity to comment on the same.

     9.15 ENTIRE UNDERSTANDING.  This Agreement,  the Exhibits and the Schedules
          hereto set forth the entire agreement and understanding of the parties
          hereto in  respect  to the  transactions  contemplated  hereby and the
          Agreement,  the Exhibits and the Schedules  hereto supersede all prior
          agreements,  arrangements and  understandings  relating to the subject
          matter hereof and are not intended to confer upon any other person any
          rights or remedies  hereunder.  There have been no  representations or
          statements,  oral or  written,  that have been  relied on by any party
          hereto,  except  those  expressly  set  forth in this  Agreement,  the
          Exhibits and the Schedules.

                                                  ______________________________
                                                  Signatures appear on next page

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered on the date first above written.

                                    THE PURCHASER:
                                    SOUTHERN TANK LEASING, INC.
WITNESS:
        --------------------        By:      /s/ Boyd Duckett
                                    -------------------------
                                    Name:    Boyd Ducket
                                    Title:   Executive Vice President

                                    THE SELLER:
                                    MATLACK (DE), INC.
WITNESS:/s/ Patrick J. Bagley
        ----------------------      By: /s/ Michael B. Kinnard
                                    --------------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS:/s/ Patrick J. Bagley       MATLACK, INC.
        ---------------------
                                    By: /s/ Michael B. Kinnard
                                    --------------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Michael B. Kinnard     TRANSPORTERS ADJUSTERS, INC.
        -----------------------
                                    By: /s/ Patrick J. Bagley
                                        ---------------------
                                    Name:    Patrick J. Bagley
                                    Title:   Secretary

WITNESS: /s/ Patrick J. Bagley      MATLACK LEASING CORPORATION
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      BAYONNE TERMINALS, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      DISTRIBUTION CENTER OF BAYONNE, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      BULK TERMINALS, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      MATLACK INTERNATIONAL, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      MATLACK PROPERTIES
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      MATLACK SYSTEMS, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President



<PAGE>
Exhibit 2(d)

--------------------------------------------------------------------------------
                                  BILL OF SALE
--------------------------------------------------------------------------------

THIS BILL OF SALE,  ASSIGNMENT AND ASSUMPTION  AGREEMENT (this  "Instrument") is
made as of  November 9, 2001 (the  "Effective  Date"),  by and between  MATLACK,
INC., MATLACK (DE), INC., MATLACK, INC., TRANSPORTERS  ADJUSTERS,  INC., MATLACK
LEASING CORPORATION,  BAYONNE TERMINALS,  INC.,  DISTRIBUTION CENTER OF BAYONNE,
INC., BULK TERMINALS, INC., MATLACK INTERNATIONAL, INC., AND MATLACK PROPERTIES,
INC.  (collectively,  the "Debtor  Entity" or  "Seller")  debtors and debtors in
possession  under  Chapter 11 Case No.  01-01114  pending  in the United  States
Bankruptcy Court for the District of Delaware,  and SOUTHERN TANK LEASING, INC.,
a Alabama corporation ("Transferee").

                                    RECITALS

WHEREAS, the Debtor Entity has sought relief under Chapter 11 of Title 11 of the
United States Code (the "Code") by commencing a voluntary case (the  "Bankruptcy
Case") in the United States  Bankruptcy  Court for the District of Delaware (the
"Bankruptcy Court"); and

WHEREAS,  pursuant to that certain Asset Purchase Agreement dated as of November
9, 2001 (the "Purchase  Agreement"),  and the documents and agreements delivered
pursuant  thereto,  the Debtor Entity and Transferee have agreed that Transferee
shall  purchase the rights and assets  identified  on Exhibit A attached  hereto
(collectively,  the  "Purchased  Assets") in the manner and subject to the terms
and conditions set forth in the Purchase Agreement and the applicable provisions
of  the  Code,   and  pursuant  and  subject  to  the  "Order  under  11  U.S.C.
ss.ss.105(a),  363, and 1146(c),  and Fed. R. Bankr. P. 2002, 6004 and 9014, (A)
Authorizing and Approving Sale of Rolling Stock free and clear of Liens, Claims,
and  Encumbrances,  and (B) Determining that Such Sale is Exempt from any Stamp,
Transfer,  Recording or Similar Tax" entered by the Bankruptcy Court on November
6, 2001 (a copy of which is  attached  hereto at Exhibit B) (the "Sale  Order");
and

WHEREAS,  in  furtherance  and  confirmation  of the  provisions of the Purchase
Agreement  and the Sale  Order,  the Debtor  Entity has agreed to sell,  convey,
assign and  transfer  to  Transferee  all of its  respective  rights,  title and
interests to said Purchased  Assets,  all in the manner and subject to the terms
and conditions set forth in the Sale Order and as set forth more specifically in
this Instrument; and

WHEREAS,  the parties hereto wish to confirm by this Instrument  their intention
that the  Purchased  Assets  be and  have  been  transferred  to  Transferee  in
accordance with the Sale Order.

NOW,  THEREFORE,  the parties hereto, for good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  and intending to be
legally bound hereby, agree as follows:

1. TRANSFER OF ASSETS.

     (a)  Transferee  has paid to (as for the  benefit  of)  Debtor  Entity  the
          amount of SIX  MILLION TWO HUNDRED  THOUSAND  DOLLARS  ($6,200,000.00)
          (the "Purchase Price") in full payment for the Purchased  Assets.  The
          Debtor  Entity  acknowledges  receipt of the Purchase  Price and shall
          make (or cause to be made) the  disbursement  of the Purchase Price as
          required by (or on behalf of) the Debtor  Entity  pursuant to the Sale
          Order.

     (b)  Except as otherwise provided hereunder, and as provided in and subject
          to the Sale Order, the Debtor Entity hereby  unconditionally  assigns,
          transfers, conveys, sets over, grants, bargains, sells and delivers to
          Transferee,  as of the Effective Date, and Transferee has accepted and
          hereby  accepts,  as of the  Effective  Date,  all  right,  title  and
          interest of the Debtor Entity in and to all of the Purchased Assets.

     (c)  Pursuant  to  the  Sale  Order,   the  Purchased   Assets  are  hereby
          transferred  to Transferee  free and clear of all existing  mortgages,
          liens,  encumbrances,  security  interests and claims of any nature in
          accordance with Section 363(f) of the Code, for Transferee to have and
          to hold the  Purchased  Assets unto  Transferee,  its  successors  and
          assigns, to and for its and their use and benefit forever.

     (d)  Except as otherwise  specifically  set forth in this Instrument or the
          Sale Order, the Purchased  Assets are being  transferred by the Debtor
          Entity on an "AS IS,  WHERE IS"  BASIS,  in the  condition  and at the
          respective  locations of the Purchased  Assets on the Effective  Date,
          and the Debtor Entity makes no  warranties,  express or implied,  with
          respect to the assets,  including  but not limited to any  warranty of
          merchantability or warranty of fitness for a particular purpose.

     (e)  Transferee acknowledges that upon Closing, Transferee has received the
          entirety of the Debtor Entity's files related to the Purchased assets.

2. POWER OF ATTORNEY. For the consideration  aforesaid, the Debtor Entity hereby
constitutes and appoints  Transferee,  its successors and assigns,  the true and
lawful   attorney  or  attorneys  of  the  Debtor  Entity  with  full  power  of
substitution,  for the Debtor Entity and in its  respective  name and stead,  or
otherwise,  but on behalf and for the benefit of Transferee,  its successors and
assigns,  to demand and receive from time to time,  any and all of the Purchased
Assets given, granted, assigned, transferred,  conveyed, set over, confirmed and
delivered  and to give  receipts and releases for and in respect of the same and
any part  thereof,  and from time to time to institute and prosecute in the name
of the Debtor  Entity,  but for the benefit of  Transferee,  its  successors and
assigns,  any  and all  proceedings  at  law,  in  equity  or  otherwise,  which
Transferee,  its  successors  or  assigns,  may deem proper in order to collect,
assert or enforce any claim,  right or title of any kind in and to the Purchased
Assets  hereby  given,  granted,  assigned,  transferred,  set over,  confirmed,
delivered or conveyed,  and to defend or compromise any or all actions, suits or
proceedings  in  respect of any said  Purchased  Assets and do all such acts and
things in relation thereto as Transferee, its successors and assigns, shall deem
advisable,  the Debtor Entity hereby declaring that the appointment made and the
powers  hereby  granted  are  coupled  with an  interest  and are and  shall  be
irrevocable by the Debtor Entity in any manner and for any reason.

3. FURTHER  ASSURANCES.  The Debtor  Entity and its  respective  successors  and
assigns, hereby covenants with Transferee,  and its successors and assigns, that
the Debtor Entity (and its respective  successors and assigns) will do, execute,
acknowledge and deliver,  or will cause to be done,  executed,  acknowledged and
delivered all such further acts, deeds,  bills of sale,  transfers,  assignments
and  conveyances,   and  powers  of  attorney,  conveying  and  confirming  unto
Transferee  (and its  successors  and assigns) all and  singular,  the Purchased
Assets  hereby  granted,  assigned,  transferred,   conveyed  and  delivered  as
Transferee (or its successors or assigns) shall  reasonably  require;  provided,
however,  that  Transferee,  or its  successors  and assigns,  shall prepare all
necessary documentation.

4. ENTIRE AGREEMENT.  This Instrument  together with the Purchase  Agreement and
the documents  delivered pursuant thereto constitutes the entire agreement among
the parties with respect to the subject  matter hereof and  supersedes any prior
writing,  agreement or  understanding  among the parties,  or between the Debtor
Entity and any other party, with respect to the subject matter hereof.

5. AMENDMENT;  WAIVER.  Except as provided otherwise herein, this Instrument may
not be amended, nor may any rights hereunder be waived,  except by an instrument
in writing signed by the parties hereto.

6.  COUNTERPARTS.  This Instrument may be executed in any number of counterparts
of the signature pages,  each of which shall be considered an original,  but all
of which together shall constitute one and the same instrument.

7. HEADINGS. The section and other headings contained in this Instrument are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Instrument.

8.  RECITALS.  The recitals set forth at the  beginning of this  Instrument  are
fully incorporated into the body of this Instrument.

9.  SEVERABILITY.  If any  provision of that  Instrument is declared void by any
court or regulatory agency of competent jurisdiction,  the validity of any other
provision  of this  Instrument  shall not be affected  and shall  remain in full
force and effect.  Upon such  determination  that any term or other provision is
invalid,  illegal or incapable of being enforced, the parties shall negotiate in
good faith to modify this  Instrument so as to effect the original intent of the
parties as  closely  as  possible  in an  acceptable  manner to the end that the
agreements contemplated hereby are fulfilled to the extent possible after such a
determination.

10. SURVIVAL.  All  representations and warranties made by the Debtor Entity and
Transferee  in  this  Agreement  or in any  exhibit,  certificate,  document  or
instrument  delivered  pursuant  to the  provisions  of  this  Instrument  or in
connection  with  the  transactions  contemplated  in this  Instrument,  and the
remedies of the other party with respect thereto, shall survive the execution of
this Instrument.

11.  BINDING  EFFECT.  This  Instrument  shall be binding  upon and inure to the
benefit of the parties hereto, and their respective successors and assigns.

12.  GOVERNING  LAW.  This  Instrument  shall be  governed by and  construed  in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to its
conflicts of laws principles.

                                            ___________________________
                                          Signatures appear on next page


IN WITNESS  WHEREOF,  the parties hereto have caused this  Instrument to be duly
executed and delivered, intending to be legally bound hereby.

                                      THE TRANSFEREE:

WITNESS:                              SOUTHERN TANK LEASING, INC.
        -----------------------
                                      By: /s/ Boyd Duckett
                                          ----------------
                                      Name:   Boyd Ducket
                                      Title:  Executive Vice President

                                      THE DEBTOR ENTITY:

WITNESS: /s/ Patrick J. Bagley        MATLACK (DE), INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Michael B. Kinnard       TRANSPORTERS ADJUSTERS, INC.
        -----------------------
                                      By: /s/ Patrick J. Bagley
                                          ---------------------
                                      Name:    Patrick J. Bagley
                                      Title:   Secretary

WITNESS: /s/ Patrick J. Bagley        MATLACK LEASING CORPORATION
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        BAYONNE TERMINALS, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        DISTRIBUTION CENTER OF BAYONNE, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        BULK TERMINALS, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK INTERNATIONAL, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK PROPERTIES
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK SYSTEMS, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President
[{"type": "8-K", "sequence": "1", "filename": "matlack3rd8k12-01.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 85659}]
{"company-data": {"conformed-name": "MATLACK SYSTEMS INC", "cik": "0000837339", "assigned-sic": "4213", "irs-number": "510310173", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10105", "film-number": "1814260"}, "business-address": {"street1": "ONE ROLLINS PLAZA", "street2": "2200 CONCORD PIKE", "city": "WILMINGTON", "state": "DE", "zip": "19803", "phone": "3024262700"}, "mail-address": {"street1": "ONE ROLLINS PLAZA", "street2": "2200 CONCORD PIKE", "city": "WILMINGTON", "state": "DE", "zip": "19803"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
--------------------------------------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):             November 9, 2001
                                                           ---------------------

                              MATLACK SYSTEMS, INC.
                   (Debtor-In-Possession as of March 29, 2001)
             (Exact name of registrant as specified in its charter)

           Delaware                  1-10105           51-0310173
--------------------------------------------------------------------------------
(State or Other Jurisdiction of    (Commission      (I.R.S. Employer
Incorporation or Organization)    File Number)   Identification Number)

 One Rollins Plaza, Wilmington, Delaware          19803
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)       (Zip Code)

Registrant's telephone number, including area code:               (302) 426-2700
                                                               -----------------

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
Item 5.       Other Events.

     On November 9, 2001,  Matlack  Systems,  Inc., a Delaware  corporation (the
"Company"),  through its wholly owned direct and indirect  subsidiaries  Matlack
(DE),  Inc.,  Matlack,  Inc.,  Transporters  Adjusters,  Inc.,  Matlack  Leasing
Corporation, Bayonne Terminals, Inc., Distribution Center of Bayonne, Inc., Bulk
Terminals,  Inc.,  Matlack  International,  Inc. and Matlack  Properties,  Inc.,
(collectively,  "Matlack")  completed  the  sale of  certain  assets,  including
rolling stock and personal property, to Southern Tank Leasing,  Inc., an Alabama
close  corporation  ("Southern  Tank").  The  Company  and all of its direct and
indirect  wholly owned  subsidiaries  are the  subjects of a voluntary  petition
seeking  protection under Chapter 11 of the United States Bankruptcy Code in the
United States  Bankruptcy  Court for the District of Delaware  (the  "Bankruptcy
Court"),  which are consolidated for the purpose of joint administration as Case
No. 01-1114 (MFW) (the "Bankruptcy Proceedings").

     The assets sold to Southern  Tank  consisted of  approximately  1,179 truck
tractor and truck trailer units and related  personal  property (the  "Assets").
The Assets were sold pursuant to an Asset Purchase  Agreement  dated November 9,
2001  between  Matlack  and  Southern  Tank  (the  "Agreement").  A copy  of the
Agreement is attached to this Current  Report on Form 8-K as Exhibit  2(c),  and
the Bill of Sale with respect to the assets is attached  hereto as Exhibit 2(d).
The sale of the Assets was approved by the Bankruptcy  Court, as required by the
U.S.  Bankruptcy Code,  pursuant to an order approving the sale of the Assets to
Southern  Tank  free and  clear  of any  liens,  claims  and  encumbrances,  and
determining  that the sale was exempt  from any stamp,  transfer,  recording  or
similar tax.

     The gross amount of  consideration  received by the Company was $6,200,000,
less certain  adjustments  with  respect to the Assets.  The majority of the net
proceeds  has been  paid by the  Company  to First  Union  National  Bank and to
Ark-CLO  20000-1  Ltd.,  the  Company's  principal  creditors,  to satisfy their
respective liens on the Assets.  The remainder of the net proceeds has been paid
to the Company.  After funding the costs associated with the ongoing liquidation
of its  business,  including  the  payment  of  employee  salaries  and  related
expenses, the Company expects to distribute these proceeds to its creditors upon
the  liquidation  of the  Company.  The  Company  does not  anticipate  that the
aggregate  net  proceeds  from the sales of these assets will be  sufficient  to
permit any  distribution to stockholders,  nor does the Company  anticipate that
the  aggregate  net  proceeds  from  the  sales  of its  total  assets,  whether
previously  announced or  subsequently  to be  concluded,  will be sufficient to
permit any distribution to stockholders.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.

     (c)  Exhibits:

          2(c) Asset  Purchase  Agreement  dated as of November 9, 2001  between
               Southern Tank  Leasing,  Inc. and Matlack  (DE),  Inc.,  Matlack,
               Inc., Transporters Adjusters,  Inc., Matlack Leasing Corporation,
               Bayonne Terminals,  Inc.,  Distribution Center of Bayonne,  Inc.,
               Bulk Terminals,  Inc.,  Matlack  International,  Inc. and Matlack
               Properties, Inc.

          2(d) Bill of Sale dated  November  9, 2001 from  Matlack  (DE),  Inc.,
               Matlack,  Inc.,  Transporters  Adjusters,  Inc.,  Matlack Leasing
               Corporation,  Bayonne  Terminals,  Inc.,  Distribution  Center of
               Bayonne, Inc., Bulk Terminals, Inc., Matlack International,  Inc.
               and Matlack Properties, Inc. to Southern Tank Leasing, Inc.*

               *    The  Registrant  agrees  by this  filing  to  supplementally
                    furnish  a copy  of the  Exhibits  and  Schedules  to  these
                    agreements to the Commission upon request.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                  MATLACK SYSTEMS, INC.

Dated:   December 11, 2001        By:
                                      ------------------------------------------
                                      Patrick J. Bagley
                                      Vice President-Finance & Treasurer
EXHIBIT INDEX

Exhibit No.                           Description
-----------                           -----------
     2(c) Asset Purchase Agreement dated as of November 9, 2001 between Southern
          Tank Leasing, Inc. and Matlack (DE), Inc., Matlack, Inc., Transporters
          Adjusters, Inc., Matlack Leasing Corporation, Bayonne Terminals, Inc.,
          Distribution  Center of Bayonne,  Inc., Bulk Terminals,  Inc., Matlack
          International, Inc. and Matlack Properties, Inc.*

     2(d) Bill of Sale dated November 9, 2001 from Matlack (DE), Inc.,  Matlack,
          Inc.,  Transporters  Adjusters,  Inc.,  Matlack  Leasing  Corporation,
          Bayonne Terminals,  Inc.,  Distribution Center of Bayonne,  Inc., Bulk
          Terminals,  Inc., Matlack International,  Inc. and Matlack Properties,
          Inc. to Southern Tank Leasing, Inc.*

          *    The Registrant agrees by this filing to supplementally  furnish a
               copy of the Exhibits and  Schedules  to these  agreements  to the
               Commission upon request.
Exhibit 2(c)

                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                           SOUTHERN TANK LEASING, INC.

                                 THE "PURCHASER"

                                       and

                               MATLACK (DE), INC.;
                                 MATLACK, INC.;
                          TRANSPORTERS ADJUSTERS, INC.;
                          MATLACK LEASING CORPORATION;
                            BAYONNE TERMINALS, INC.;
                      DISTRIBUTION CENTER OF BAYONNE, INC.;
                              BULK TERMINALS, INC.;
                          MATLACK INTERNATIONAL, INC.;
                                       and
                            MATLACK PROPERTIES, INC.

                           COLLECTIVELY, THE "SELLER"

                                TABLE OF CONTENTS

1.       DEFINITIONS AND RULES OF CONSTRUCTION.................................1
1.1.     DEFINITIONS...........................................................1
1.2.     RULES OF CONSTRUCTION.................................................2
2.       PURCHASE AND SALE.....................................................3
2.1.     PURCHASE AND SALE OF ASSETS...........................................3
2.2.     PAYMENT OF PURCHASE PRICE.............................................4
2.3.     TRANSFER TAX ESCROW...................................................4
2.4.     OBLIGATIONS IN RESPECT OF REQUIRED CONSENTS...........................4
3.       REPRESENTATIONS AND WARRANTIES OF SELLER..............................5
3.1.     AUTHORITY.............................................................5
3.2.     TRANSFER OF PROPERTY..................................................5
3.3.     FILING OF CHAPTER 11 PLAN.............................................5
3.4.     EXCLUSIVITY OF REPRESENTATIONS........................................5
3.5.     DISCLAIMER............................................................5
4.       REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................6
4.1.     ORGANIZATION..........................................................6
4.2.     AUTHORITY.............................................................6
4.3.     CONSENTS..............................................................6
4.4.     BROKERS...............................................................6
5.       CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER......................7
5.1.     COMPLIANCE WITH COVENANTS.............................................7
5.2.     APPROVALS.............................................................7
5.3.     LITIGATION............................................................7
6.       CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.........................7
6.1.     REPRESENTATIONS AND WARRANTIES TRUE AS OF CLOSING DATE................7
6.2.     BANKRUPTCY CONDITION..................................................7
6.3.     PAYMENT...............................................................8
6.4.     LITIGATION............................................................8
6.5.     ADDITIONAL MATTERS....................................................8
7.       CLOSING...............................................................8
7.1.     CLOSING...............................................................8
7.2.     DELIVERIES BY THE SELLER..............................................8
7.3.     CONDITIONS CONSTITUTING DELIVERY BY SELLER............................9
7.4.     DELIVERIES BY THE PURCHASER...........................................9
7.5.     WAIVERS BY PURCHASER..................................................9
8.       POST-CLOSING OBLIGATIONS.............................................10
8.1.     CERTAIN CONSENTS.....................................................10
8.2.     CLEANING OF CERTAIN ROLLING STOCK BY SELLER..........................11
8.3      ACCEPTANCE OF UNITS AND PAYMENT OF RENT EXPENSES BY PURCHASER........11
8.4.     ASSIGNMENT OF CONTRACTS BY SELLER....................................12
8.5.     CONSENTS AND APPROVALS...............................................12
8.1.     FURTHER ASSURANCES...................................................13
9.       MISCELLANEOUS........................................................13
9.1.     EXPENSES.............................................................13
9.2.     LIQUIDATED DAMAGES...................................................13
9.3.     AMENDMENT............................................................13
9.4.     NOTICES..............................................................13
9.5.     WAIVERS..............................................................14
9.6.     COUNTERPARTS AND EXECUTION...........................................14
9.7.     HEADINGS.............................................................14
9.8.     APPLICABLE LAW AND JURISDICTION......................................14
9.9.     BINDING NATURE; ASSIGNMENT...........................................15
9.10.    NO THIRD PARTY BENEFICIARIES.........................................15
9.11.    TAX MATTERS..........................................................15
9.12.    TERMINATION OF REPRESENTATIONS, WARRANTIES AND COVENANTS.............15
9.13.    CONSTRUCTION.........................................................15
9.14.    PUBLIC ANNOUNCEMENTS.................................................16
9.15.    ENTIRE UNDERSTANDING.................................................16

Schedules

Schedule A - Rolling Stock
Schedule B - Personalty
Schedule C - Titled Rolling Units
Schedule D - Untitled Units
Schedule E - Certificated Trailers
Schedule F - Uncertificated Trailers
Schedule G - First Union National Bank Liened Units
Schedule H - Ark-CLO 2000-1, Ltd. Liened Units
Schedule I - Tires
Schedule J - Non-Spec Trailers
Schedule K - Units to be Cleaned
Schedule L - Impaired Units
Schedule M - Post-Closing Acceptance  Schedule

Exhibits

Exhibit 1 - Bill of Sale
Exhibit 2 - First Union Release Letter
Exhibit 3 - Ark-CLO Release Letter
Exhibit 4 - Sale Order

                            ASSET PURCHASE AGREEMENT

THIS ASSET  PURCHASE  AGREEMENT  (this  "Agreement")  is dated as of November 9,
2001, by and among SOUTHERN TANK LEASING,  INC. (the  "Purchaser"),  and MATLACK
(DE),  INC.,  MATLACK,  INC.,  TRANSPORTERS  ADJUSTERS,  INC.,  MATLACK  LEASING
CORPORATION, BAYONNE TERMINALS, INC., DISTRIBUTION CENTER OF BAYONNE, INC., BULK
TERMINALS, INC., MATLACK INTERNATIONAL, INC., AND MATLACK PROPERTIES, INC. (each
a "Debtor Entity" and collectively, the "Debtor Entities" or "Seller"), a debtor
and debtor in possession under Chapter 11 Case No. 01-01114 (MWF) pending in the
Bankruptcy  Court for the District of Delaware.  In  consideration of the mutual
covenants,  agreements and warranties herein  contained,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1. DEFINITIONS AND RULES OF CONSTRUCTION.

     1.1. DEFINITIONS.  Unless otherwise defined herein, terms used herein shall
          have the meanings set forth below:

     "Bankruptcy Code" means title 11 of the United States Code.

     "Bankruptcy  Court"  means  the  United  States  Bankruptcy  Court  for the
District of Delaware, having jurisdiction over the Seller and its assets.

     "Chapter 11 Case" means the pending  case  commenced by the Seller on March
29, 2001 under chapter 11 of the Bankruptcy  Code in the Bankruptcy  Court under
docket no. 01-01114 (MWF).

     "Chapter 11 Plan"  means the joint plan of  liquidation  of the  bankruptcy
estate of the Debtor Entities pursuant to Chapter 11 of the Bankruptcy Code.

     "Closing" means the consummation of the transactions contemplated herein in
accordance with Article 9 hereof.

     "Contract"  means any  agreement,  contract,  commitment,  or other binding
arrangement or understanding  primarily related to any Acquired Assets,  whether
written or oral, to which the Seller is a party.

     "Exhibits" means the exhibits to this Agreement.

     "Order" means any decree, order, injunction,  rule, judgment, consent of or
by any court or governmental authority.

     "Person"  means  any  corporation,   partnership,  joint  venture,  limited
liability company, organization, entity, authority or natural person.

     "Regulation" means any law, statute, regulation,  ruling, rule or order of,
administered  or  enforced  by  or on  behalf  of,  any  court  or  governmental
authority.

     "Sale" means the consummation of the transactions  contemplated  under this
Agreement as approved by the Sale Order.

     "Sale Order" means the order of the Bankruptcy  Court,  entered on November
6, 2001,  which Order is in form and substance  reasonably  satisfactory  to the
Purchaser and the Seller.

     "Seller's  Requests  for  Replacement"  means  Seller's  request(s)  to the
appropriate  government  agency(ies)  for  replacement  certificates of title or
other evidence of ownership with respect to any Unit.

     "Schedules" means the schedules to this Agreement.

     "Taxes"  means  all  taxes,   charges,   fees,  duties,   levies  or  other
assessments,   including,  without  limitation,   income,  gross  receipts,  net
proceeds,  ad valorem,  real and personal  property  (tangible and  intangible),
sales,  use,  franchise,  excise,  value added,  payroll,  unemployment,  stamp,
leasing, lease, user, transfer, occupational,  employees' income withholding and
Social  Security  taxes  imposed on the Sale by the  United  States or any other
country or by any state,  municipality,  subdivision or  instrumentality  of the
United States or of any other country or by any other tax  authority,  including
all applicable penalties and interest.

     "Third Party" means any Person other than the Seller,  the Purchaser or any
of their respective Affiliates.

     "Unit" means any of the tractors,  trailers or equipment listed on Schedule
A and Schedule B hereto.

     1.2  RULES OF CONSTRUCTION.

          (a)  Unless  otherwise  specified  therein,  all terms defined in this
               Agreement have the meanings as so defined herein when used in any
               other certificate,  report or document made or delivered pursuant
               hereto.

          (b)  Each  term  defined  in  the  singular  form  in  Section  1.1 or
               elsewhere in this  Agreement  shall mean the plural  thereof when
               the  plural  form of such term is used in this  Agreement  or any
               other certificate,  report or document made or delivered pursuant
               hereto,  and each term  defined in the plural form in Section 1.1
               shall mean the singular  thereof  when the singular  form of such
               term is used herein or therein.

          (c)  The words "hereof," "herein,"  "hereunder" and similar terms when
               used in this  Agreement  shall refer to this Agreement as a whole
               and  not to any  particular  provision  of  this  Agreement,  and
               article,  section,  subsection,  schedule and exhibit  references
               herein  are  references  to  articles,   sections,   subsections,
               schedules  and  exhibits  to  this  Agreement   unless  otherwise
               specified.

          (d)  The word  "including" (and with  correlative  meaning  "include")
               means   including   without   limiting  the   generality  of  any
               description   preceding  such  term,  the  phrase  "may  not"  is
               prohibitive  and  not  permissive,  and  the  word  "or"  is  not
               exclusive.

          (e)  As used herein,  the term "Seller"  shall mean each of the Debtor
               Entities  only with  respect to itself and to the fullest  extent
               that any or all of the Debtor  Entities  (as the case may be) can
               perform the  obligations  or make the  representations  contained
               herein.   Except  as  expressly  stated  otherwise  herein,   any
               reference  to "Seller"  herein shall not, and shall not be deemed
               to:

               (i)  create any joint or several  liability between and among the
                    Debtor Entities;

               (ii) create any indemnity or surety  between and among the Debtor
                    Entities with respect to any matters hereunder; nor

               (iii)require any of the Debtor Entities to perform any obligation
                    of the any other,  or to cause one of the Debtor Entities to
                    perform such other party's respective obligations hereunder.

          (f)  As used herein, the term "Acquired Assets" when used in reference
               to or in  connection  with any  representation  or  action by the
               Seller, shall mean only those Acquired Assets which are owned by,
               or subject to the direct  interest of the respective  Seller.  No
               references  herein to  Acquired  Assets  and to  Seller  shall be
               deemed to refer to assets of each of the  Debtor  Entities  which
               are not  owned or held by each of the  Debtor  Entities  in their
               respective individual capacity.

2. PURCHASE AND SALE.

     2.1  PURCHASE AND SALE OF ASSETS.  Subject to the terms and  conditions set
          forth in this  Agreement,  and subject and pursuant to the Sale Order,
          at the Closing the Seller shall sell, assign,  transfer and deliver to
          the  Purchaser,  and the Purchaser  shall  purchase,  acquire and take
          assignment and delivery of, for the consideration specified in Section
          2.2 hereof,  all of the Seller's  respective right, title and interest
          in and to the following assets  (wherever  located) (all of the assets
          to be sold,  assigned,  transferred  and  delivered  to the  Purchaser
          hereunder herein called the "Acquired Assets"):

          (a)  One Thousand One Hundred  Seventy-Nine (1,179) Units as set forth
               on Schedule A  (collectively,  the "Rolling Stock") and all other
               personalty and assets set forth on Schedule B (collectively,  the
               "Personalty") wherever located; and

          (b)  all rights under or pursuant to all  warranties,  representations
               and guarantees made by suppliers,  manufacturers  and contractors
               directly in  connection  with the  operation of or affecting  the
               Rolling  Stock or the  Personalty,  to the extent that such items
               are transferable by the Seller.

     2.2  PAYMENT  OF  PURCHASE  PRICE.  The  aggregate  purchase  price for the
          Acquired  Assets shall be equal to the sum of the following items (the
          "Purchase Price"),  payable as set forth below,  subject to adjustment
          as provided in Section 2.5 hereof:

          (a)  the  earnest  money  deposit  in an amount  equal to Six  Hundred
               Twelve Thousand Five Hundred Dollars  ($612,500.00)  in cash (the
               "Deposit"),  which Deposit has been  previously paid by Purchaser
               to the account of Seller held by Seller's Counsel; plus

          (b)  an  amount  equal  to Five  Million  Five  Hundred  Eighty  Seven
               Thousand Five Hundred Dollars ($5,587,500.00) upon Closing;

All amounts to be paid by Purchaser under or pursuant to this Agreement shall be
paid to the Seller in cash in immediately  available funds at Closing or at such
other times as expressly required hereunder.

     2.3  TRANSFER TAX ESCROW.  The Seller hereby directs that the sum of Twenty
          Nine  Thousand Six Hundred  Dollars  ($29,600.00)  (the  "Transfer Tax
          Escrow") shall be retained in Klett Rooney Lieber & Schorling's Escrow
          Account to be  applied to the  possible  payment of any  transfer  tax
          obligations  in accordance  with  applicable  orders of the Bankruptcy
          Court in the event that Seller  converts the Chapter 11 case to a case
          under  Chapter  7 of the  Bankruptcy  Code,  in which  situation,  the
          appropriate   sums  will  be  disbursed  to  the  appropriate   taxing
          authorities.  Upon  confirmation  of the Chapter 11 Plan, the Transfer
          Tax Escrow shall be disbursed  to the Seller.  Purchaser  acknowledges
          that any and all transfer  taxes due in  connection  with the Sale are
          the obligation of Purchaser.  Purchaser  shall reimburse to Seller any
          amounts required to be paid from the Transfer Tax Escrow promptly upon
          Seller's  request  therefore.   Purchaser  shall  indemnify  and  hold
          harmless the Seller for the payment of any amounts  inevitably  due to
          taxing  authorities  for transfer  taxes which exceed the Transfer Tax
          Escrow.

     2.4  OBLIGATIONS IN RESPECT OF REQUIRED CONSENTS.

          (a)  The Seller shall not be required to incur any  liability  for any
               expenses,  costs or obligations  on account of consents  required
               from any Third Party in  connection  with this  Agreement  or the
               transactions   contemplated   hereby,  other  than  the  Seller's
               professional fees incurred in connection with the negotiation and
               preparation of this Agreement. The Purchaser shall cooperate with
               the Seller's efforts to obtain any such required consents.

          (b)  The Seller shall not be required to incur any  liability  for any
               expense,  cost or obligation in order to satisfy any governmental
               requirement.

3.  REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Each of the  Debtor  Entities
represents and warrants, only with respect to itself, to the Purchaser as of the
date of this Agreement and the Closing Date (except where such representation or
warranty is made as of a specific date), as follows:

     3.1  AUTHORITY.  Each of the Debtor  Entities has all  necessary  corporate
          power and  authority to own its  respective  Units and to carry on its
          respective  business  and to enter  into and  perform  its  respective
          obligations  under this  Agreement and the  transactions  contemplated
          hereby.

     3.2  TRANSFER OF PROPERTY.  At and as of the Closing Date,  the Seller will
          have the right to sell,  convey,  transfer,  assign and deliver to the
          Purchaser  the  Acquired  Assets  on the  terms  set forth in the Sale
          Order.

     3.3  FILING OF CHAPTER 11 PLAN.  Seller is  presently  preparing  and shall
          file a Chapter 11 Plan.

     3.4  EXCLUSIVITY OF  REPRESENTATIONS.  The  representations  and warranties
          made by the Seller in this  Agreement are in lieu of and are exclusive
          of  all  other  representations  and  warranties,  including,  without
          limitation,  any implied  warranties.  The Seller hereby disclaims any
          such other or implied  representations  or warranties  notwithstanding
          the  delivery  or   disclosure  to  the  Purchaser  or  its  officers,
          directors,  employees, agents, or representatives of any documentation
          or other  information  (including  any financial  projections or other
          supplemental  data). The Seller hereby disclaims any warranty (express
          or implied) of  merchantability  or fitness for any particular purpose
          as to any Acquired Asset.

     3.5  DISCLAIMER.  EXCEPT FOR THE SELLER'S  REPRESENTATIONS  AND  WARRANTIES
          CONTAINED  IN THS ARTICLE 3 HEREOF;  (a) THE SELLER HAS NOT MADE,  AND
          THE   PURCHASER   HAS  NOT   RELIED,   AND  WILL  NOT  RELY,   ON  ANY
          REPRESENTATIONS  OR WARRANTIES  WHATSOEVER,  EXPRESS OR IMPLIED,  WITH
          RESPECT  TO ANY  MATTER  RELATING  TO THE  ACQUIRED  ASSETS;  (b)  THE
          PURCHASER  SHALL  ACCEPT THE  ACQUIRED  ASSETS "AS IS," "WHERE IS" AND
          "WITH  ALL  FAULTS,"  AND  THE  PURCHASER  SHALL  RELY  UPON  ITS  OWN
          EXAMINATION  THEREOF.  THE PURCHASER  EXPRESSLY  ACKNOWLEDGES THAT THE
          SELLER  HAS NOT  MADE  ANY  REPRESENTATION  OR  WARRANTY,  EXPRESS  OR
          IMPLIED,  AT LAW OR IN EQUITY,  AS TO THE ACCURACY OR  COMPLETENESS OF
          ANY  INFORMATION  REGARDING  THE  ACQUIRED  ASSETS OR THE  OBLIGATIONS
          ASSUMED BY PURCHASER HEREUNDER,  EXCEPT AS EXPRESSLY SET FORTH IN THIS
          AGREEMENT OR THE  SCHEDULES,  AND THE  PURCHASER  FURTHER  AGREES THAT
          NEITHER  THE SELLER NOR ANY OTHER  PERSON  SHALL HAVE OR BE SUBJECT TO
          ANY LIABILITY TO THE PURCHASER OR ANY OTHER PERSON  RESULTING FROM THE
          PURCHASER'S USE OF ANY SUCH ACQUIRED ASSETS OR INFORMATION. THE SELLER
          HAS NOT  MADE,  AND  DOES  NOT  MAKE,  AND  EXPRESSLY  DISCLAIMS,  ANY
          REPRESENTATION,  WARRANTY OR INDEMNITY  WITH RESPECT TO  ENVIRONMENTAL
          HAZARDS,  LIABILITY,  COMPLIANCE  WITH APPLICABLE LAWS AND REGULATIONS
          WITH  RESPECT TO  ENVIRONMENTAL  MATTERS OR ANY  ACQUIRED  ASSET,  THE
          QUALITY OF ANY ACQUIRED  ASSET,  THE  MERCHANTABILITY  OF ANY ACQUIRED
          ASSET,  OR THE  FITNESS  OF ANY  ACQUIRED  ASSET  FOR  ANY  PARTICULAR
          PURPOSE.  PURCHASER EXPRESSLY  ACKNOWLEDGES,  AND ACCEPTS THE ACQUIRED
          ASSETS SUBJECT TO, THE FOREGOING DISCLAIMERS.

4.  REPRESENTATIONS  AND  WARRANTIES OF PURCHASER.  The Purchaser  represents to
Seller as follows.

     4.1  ORGANIZATION.  The Purchaser is a corporation  validly existing and in
          good standing  under the laws of the State of Alabama and has the full
          power and authority to execute, deliver and perform this Agreement and
          to consummate all of the transactions contemplated hereby.

     4.2  AUTHORITY. The execution, delivery and performance by the Purchaser of
          this Agreement and the consummation of the  transactions  contemplated
          hereby and thereby have been duly  authorized by all necessary  action
          on the  part of the  Purchaser  and do not and will  not  violate  any
          provisions of its organizational  documents, any applicable Regulation
          or any Contract or Order binding upon it. This Agreement constitutes a
          valid and binding agreement of the Purchaser,  enforceable against the
          Purchaser in accordance with its terms.

     4.3  CONSENTS.  No notice to, filing with,  authorization of, exemption by,
          or consent of any  authority is required in order for the Purchaser to
          consummate the transactions contemplated hereby.

     4.4  BROKERS.  Other than the  Break-Up Fee payable by Purchaser to Michael
          Fox  International  in accordance  with the Sale Order (the  "Break-Up
          Fee"),  the Purchaser has incurred no liability to any broker,  finder
          or agent with respect to the payment of any  commission  regarding the
          consummation of the transactions  contemplated  hereby.  The Purchaser
          agrees that if any claims for commissions, fees or other compensation,
          including,  without  limitation,  brokerage  fees,  finder's  fees, or
          commissions  are ever asserted  against the Purchaser or the Seller in
          connection with this transaction, all such claims shall be handled and
          paid by the party whose  actions form the basis of such claim and such
          party shall  indemnify  (with counsel  reasonably  satisfactory to the
          party(ies)  entitled to  indemnification)  and hold the other harmless
          from and against  any and all such  claims or demands  asserted by any
          person,  firm  or  corporation  in  connection  with  the  transaction
          contemplated hereby. Purchaser agrees to promptly indemnify Seller for
          any liability,  cost,  expense,  claim, or damage (including  attorney
          fees and expenses) incurred by Seller arising from Purchaser's failure
          to pay the Break-Up Fee or any portion thereof.

5.  CONDITIONS  PRECEDENT TO  OBLIGATIONS OF PURCHASER.  The  obligations of the
Purchaser  under this Agreement are, at the option of the Purchaser,  subject to
satisfaction  of the  following  conditions  precedent  on or before the Closing
Date.

     5.1  COMPLIANCE  WITH  COVENANTS.  The  Seller  shall  have  performed  and
          complied, in all material respects, with the obligations and covenants
          required by this  Agreement to be  performed  or complied  with by the
          Seller on or prior to the Closing Date.

     5.2  APPROVALS.   Except  as  otherwise   expressly  provided  herein,  all
          authorizations, consents, filing and approvals necessary to permit the
          Seller to perform the transactions contemplated hereby shall have been
          duly  obtained,  made  or  given,  shall  be  in  form  and  substance
          reasonably satisfactory to the Purchaser,  shall not be subject to the
          satisfaction  of any condition  that has not been  satisfied or waived
          and shall be in full force and effect. All terminations or expirations
          of waiting periods imposed by any governmental authority necessary for
          the transactions contemplated under this Agreement, if any, shall have
          occurred.

     5.3  LITIGATION.  No Order shall have been issued restricting,  prohibiting
          or staying the consummation of the  transactions  contemplated by this
          Agreement.

6. CONDITIONS  PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of the Seller
under  this  Agreement  are,  at  the  option  of  the  Seller,  subject  to the
satisfaction  of the  following  conditions  precedent  on or before the Closing
Date.

     6.1  REPRESENTATIONS   AND   WARRANTIES   TRUE  AS  OF  CLOSING  DATE.  The
          representations and warranties of the Purchaser contained herein shall
          be true and correct in all material  respects (except for such changes
          as are  contemplated  by the terms of this Agreement) on and as of the
          Closing Date (except for  representations  and warranties made as of a
          specified date, which shall be true and correct as of that date in all
          material  respects)  with the same force and effect as though  made by
          the Purchaser on and as of the Closing Date. The Purchaser  shall have
          performed and complied, in all material respects, with the obligations
          and covenants  required by this  Agreement to be performed or complied
          with by the Purchaser on or prior to the Closing Date.

     6.2  BANKRUPTCY  CONDITION.  Any motion for rehearing or reconsideration of
          the Sale  Order  shall  have been  denied or  withdrawn,  and the time
          allowed for appeals of the Sale Order shall have  expired  without any
          appeal  having  been  taken  or,  if the Sale  Order  shall  have been
          appealed,  no stay shall be in effect.  Notwithstanding the provisions
          of this  Section 6.2,  nothing in this  Agreement  shall  preclude the
          Seller  or  the   Purchaser   from   consummating   the   transactions
          contemplated herein if the Seller, in its sole discretion,  waives the
          requirement  that the Sale Order or any other  Order shall have become
          final orders.  No notice of such waiver of this or any other condition
          to  Closing  need be given  except  to the  Purchaser,  it  being  the
          intention of the parties  hereto that the Seller shall be entitled to,
          and is not waiving, the protection of section 363(m) of the Bankruptcy
          Code, the mootness  doctrine and any similar statute or body of law if
          the Closing occurs in the absence of final orders.

     6.3  PAYMENT.   The  Purchaser  shall  have  paid  the  Purchase  Price  in
          accordance with Section 2.2 hereof.

     6.4  LITIGATION.  No Order shall have been issued restricting,  prohibiting
          or staying the consummation of the  transactions  contemplated by this
          Agreement.

     6.5  ADDITIONAL  MATTERS.  All  corporate  and other  proceedings,  and all
          documents,  instruments and other legal matters in connection with the
          transactions contemplated by this Agreement or by the other agreements
          referred  to  herein  shall  be  reasonably  satisfactory  in form and
          substance  to the  Seller  and its  counsel.  The  Seller  shall  have
          received  such   additional   documents,   instruments   or  items  of
          information  reasonably  requested  by it in  respect of any aspect or
          consequence of the transactions contemplated hereby.

7. CLOSING.

     7.1  CLOSING.  Provided  that the Sale Order shall have been entered and no
          stay with respect  thereto shall be in effect,  the Closing shall take
          place on November 9, 2001 at the Seller's  offices at 1 Rollins Plaza,
          2200 Concord Pike, Wilmington, DE 19803 at 9:30 a.m. EST (the "Closing
          Date").

     7.2  DELIVERIES BY THE SELLER. At the Closing,  the Seller will deliver the
          following to the Purchaser:

          (a)  a Bill of Sale  substantially  in the  form  attached  hereto  as
               Exhibit  1  duly  executed  by the  Seller  with  respect  to the
               Acquired Assets to be transferred by Seller; and

          (b)  certificates of title with respect to the Rolling Stock for which
               certificates of title are available, which are listed on Schedule
               C hereto (the "Titled  Units") duly  endorsed for transfer to the
               Purchaser  (provided,  however,  that if any such certificates of
               title are not readily  obtainable by the Seller as of the Closing
               Date,  the Seller shall be permitted to deliver,  within  fifteen
               (15) business days after Closing,  such  certificates of title or
               copies of Seller's Requests for Replacement; and

          (c)  documentation   evidencing  ownership,   or  copies  of  Seller's
               Requests for  Replacement,  with respect to the Rolling Stock for
               which  certificates of title are not available,  which are listed
               on Schedule D hereto (the "Untitled Units"); and

          (d)  certificates  of  compliance  with respect to the Units listed on
               Schedule E hereto,  (the "Certificated  Trailers")  provided that
               Purchaser acknowledges that as to the tanks set forth on Schedule
               F hereto (the "Uncertificated Trailers") the tank manufacturer is
               no longer in business and it is therefore  impossible  for Seller
               to deliver the certificates of compliance; and

          (e)  a release  letter  executed by an  authorized  signatory of First
               Union National Bank ("First Union"),  which is attached hereto as
               Exhibit 2 (the "First Union Release  Letter"),  under which First
               Union  releases  its liens on the  assets  listed on  Schedule  G
               hereto (the "First Union Liened Units"); and

          (f)  a release letter  executed by an authorized  signatory of Ark-CLO
               2000-1 Ltd.  ("Ark-CLO"),  which is attached  hereto as Exhibit 3
               (the "Ark-CLO Release Letter"),  under which Ark-CLO releases its
               liens on the assets  listed on  Schedule H hereto  (the  "Ark-CLO
               Liened Units"); and

          (g)  a copy of the executed Sale Order,  which is hereby  incorporated
               herein by reference and is attached as Exhibit 4 hereto.

     7.3  CONDITIONS  CONSTITUTING DELIVERY BY SELLER. The Acquired Assets shall
          be deemed to be delivered according to the following conditions:

          (a)  The Rolling  Stock shall be deemed to be delivered  upon delivery
               by Seller of certificates of title or other documents  evidencing
               ownership as discussed in Section 7.2(b), (c) and (d) above.

          (b)  Purchaser  hereby expressly agrees that with respect to the tires
               located at the  terminals  specified  on  Schedule I hereto  (the
               "Tires"),  identification by Seller of the locations of the Tires
               constitutes delivery of the Tires.

     7.4  DELIVERIES  BY THE  PURCHASER.  At the  Closing,  the  Purchaser  will
          deliver the following:

          (a)  the  Purchase  Price  payable  at  Closing  pursuant  to  and  in
               accordance with Section 2.2 hereof and the Sale Order; and

          (b)  all other  documents  and  agreements  required  pursuant to this
               Agreement or reasonably  necessary to permit Purchaser and Seller
               to effect  the  transactions  contemplated  hereunder,  including
               execution  and  delivery  of any  certificates  of title or other
               certifications,  agreements  or  documents  necessary  to  accept
               transfer  of any  of  the  Acquired  Assets  and  to  the  extent
               reasonably requested by Seller,  evidence of payment of any taxes
               imposed upon Purchaser with respect to the transactions hereunder
               or the acceptance of any of the Acquired Assets.

     7.5  WAIVERS  BY  PURCHASER.  Purchaser  agrees to waive any and all rights
          conferred to it under this  Agreement  with  respect to the  following
          Units and under the following conditions:

          (a)  Purchaser  acknowledges that any and all of the Rolling Stock and
               Personalty located at the Spartanburg  terminal (the "Spartanburg
               Assets") may have been  damaged and  Purchaser  hereby  agrees to
               accept all of the Acquired Assets  including  without  limitation
               the  Spartanburg  Assets as-is,  where-is and with all faults and
               agrees to waive any right to reject the Spartanburg Assets on any
               basis; and

          (b)  In the event  that  Seller  fails to clean or cause to be cleaned
               the any of the Part B Units (as  defined  in  Section  8.2 below)
               within the  Cleaning  Period (as  defined in Section  8.2 below),
               Purchaser  shall  within  ten (10) days after  expiration  of the
               Cleaning Period (the "Election Period") deliver written notice to
               Seller  stating  that  Purchaser  is electing  to waive,  without
               recourse  to  the  Seller,   the  Seller's   performance  of  its
               obligations  under  Section 8.2 hereof with respect to the Part B
               Units and that  Purchaser is electing to accept  delivery of all,
               or certain of, the Part B Units "AS IS,  WHERE IS" in  accordance
               with the terms of this  Agreement.  If  Purchaser  shall  fail to
               deliver the notice required pursuant to this Section 7.5(b) on or
               before the expiration of the Election  Period with respect to all
               or any of the Part B Units,  then  Purchaser  shall be  deemed to
               have  elected not to accept the Part B Units (or the Part B Units
               which  are not  included  in any  notice  actually  delivered  in
               accordance  with  Section  7.5(b)).  As to any Part B Units which
               Purchaser  does not elect to accept as  described in this Section
               7.5(b),   the  Purchaser  agrees  to  waive  its  right  to  take
               possession of such Part B Units and hereby  releases  Seller from
               all  obligations  to Purchaser with respect to such Part B Units,
               such that upon  expiration of the Cleaning  Period,  Seller shall
               have the right to sell or otherwise  dispose of such Part B Units
               to a Third Party.

          (c)  Purchaser  acknowledges  that the Units  appearing  on Schedule J
               (the "Non-Spec  Trailers") are not eligible for  Certificates  of
               Compliance,  and  Purchaser  agrees  to accept  delivery  of such
               Non-Spec  Trailers  and waives  the right to reject any  Non-Spec
               Trailers on the basis that  Certificates  of  Compliance  are not
               available for the Non-Spec Trailers.  Seller's failure to deliver
               Certificates of Compliance  with respect to any Non-Spec  Trailer
               shall not  constitute  a default on the part of Seller under this
               Agreement or the Sale Order.

8. POST-CLOSING OBLIGATIONS.

     8.1  CERTAIN  CONSENTS.  If a consent of a third party which is required in
          order to assign any  Acquired  Asset or any Contract (or in each case,
          any claim, right or benefit arising thereunder or resulting therefrom)
          is  not  obtained  prior  to  the  Closing  Date,  or if an  attempted
          assignment  would be ineffective or would adversely affect the ability
          of the Seller to convey its interest in question to the Purchaser, the
          Seller  will  cooperate  with  the  Purchaser  and  use   commercially
          reasonable  efforts,  at  the  Purchaser's   expense,  in  any  lawful
          arrangement  to provide that the Purchaser  shall receive the Seller's
          interest in the  benefits of such  Acquired  Asset.  If any consent or
          waiver is not  obtained  before the  Closing  Date and the  Closing is
          nevertheless  consummated,  the  Seller  agrees  to  continue  to  use
          commercially  reasonable  efforts to obtain all such  consents as have
          not been obtained  prior to such date. The Purchase Price shall not be
          subject  to   adjustment,   and  the   Closing  of  the   transactions
          contemplated by this Agreement shall not be delayed,  by reason of any
          inability to obtain consent for assignment of any Acquired Asset.  The
          Purchaser  acknowledges  that  certain  consents  to the  transactions
          contemplated  by  this  Agreement  may be  required  from  parties  to
          agreements,  contracts,  leases  or  Permits  (written  or  otherwise)
          comprising  the  Acquired  Assets to which the Seller is a party,  and
          such consents may not be obtained.  The  Purchaser  agrees that Seller
          shall not have any liability whatsoever to Purchaser arising out of or
          relating to the failure to obtain any  consents  that may have been or
          may be required in connection  with the  transactions  contemplated by
          this Agreement or because of the default,  acceleration or termination
          of any such  agreement,  contract,  lease  or  Permit  comprising  the
          Acquired Assets as a result thereof. The Purchaser further agrees that
          no representation, warranty or covenant of the Seller contained herein
          shall be breached or deemed breached and no condition of the Purchaser
          shall be deemed  not to be  satisfied  as a result of the  failure  to
          obtain any consent or as a result of any such default, acceleration or
          termination or any lawsuit, action, claim, proceeding or investigation
          commenced or threatened by or on behalf of any persons  arising out of
          or relating to the failure to obtain any consent or any such  default,
          acceleration or termination.

               CLEANING OF CERTAIN  ROLLING  STOCK BY SELLER.  Within sixty (60)
          days  after  Closing  (the  "Cleaning   Period"),   Seller  shall  (i)
          internally  clean or cause to be  internally  cleaned all of the Units
          listed in Part A of Schedule K hereto  (the "Part A Units");  and (ii)
          use its commercially  reasonable  efforts to internally clean or cause
          to be internally cleaned all of the Units listed in Part B of Schedule
          K,  (the  "Part  B  Units",   and  together  with  the  Part  A  Units
          collectively  referred to as the "Units to be  Cleaned").  Seller will
          utilize or cause to be utilized standard industry  procedures referred
          to as "cleaning for a future load" with respect to the cleaning of the
          Units to be Cleaned, and the Units to be Cleaned shall be deemed to be
          clean for  purposes of Seller's  obligation  under this  Section  upon
          completion of such standard  industry  procedures.  Seller is under no
          obligation  under this  Section  to clean or cause to be  cleaned  the
          Units listed on Schedule L hereto (the "Impaired Units") and Purchaser
          agrees  to  accept  the  Impaired  Units  as-is  and with all  faults.
          Purchaser  agrees  that all  Units  not  appearing  on  Schedule  K or
          Schedule L are clean per Purchaser's inspection.

               ACCEPTANCE  OF UNITS AND PAYMENT OF RENT  EXPENSES BY  PURCHASER.
          Purchaser  agrees to remove all Units from the  premises at which such
          Units are located at the time of Closing in accordance  with the times
          specified by Seller on the Post Closing Acceptance and Rental Schedule
          attached   as  Schedule  M  hereto   (the   "Post-Closing   Acceptance
          Schedule").  In the event  that  Purchaser  fails to do so,  Purchaser
          agrees  to  indemnify  and  reimburse  Seller  for all  expenses  (the
          "Post-Closing  Rental  Expenses")  incurred  by  Seller as a result of
          Purchaser's  failure  to remove  any Units or any  resulting  extended
          storage  period.  Purchaser  agrees  to  remit  reimbursement  for the
          Post-Closing Rental Expenses to Seller within five (5) days of receipt
          of an invoice for the Post-Closing Rental Expenses from Seller. Seller
          acknowledges  that  Purchaser  is free to negotiate  independent  Unit
          storage  or  rental  arrangements  with  each  property  owner  of the
          premises  at  which  Units  are  located  (a   "Lessor")  in  lieu  of
          reimbursing Seller for any Post-Closing Rental Expenses, provided that
          reimbursement for the Post-Closing  Rental Expenses shall be deemed to
          be due and payable unless and until Seller receives a notice signed by
          the appropriate Lessor(s) that independent arrangements have been made
          and which  releases  Seller  from any rental  obligations  that Seller
          otherwise  would have incurred as a result of  Purchaser's  failure to
          remove the relevant Units from the premises of the Lessor(s

     8.4  ASSIGNMENT OF CONTRACTS BY SELLER. Purchaser acknowledges that certain
          of the Units may be subject to Contracts,  under which Seller's rights
          may or may not be assignable to Purchaser. To the extent that Seller's
          rights  under such  Contracts  are  assignable,  Seller  agrees to use
          commercially  reasonable efforts to take all steps necessary to effect
          such  assignments of its rights within thirty (30) days after Closing.
          In  consideration  for  Seller's  assignment  of its rights under such
          Contracts,  Purchaser hereby  relinquishes any right to seek indemnity
          from Seller for any liabilities  Purchaser may incur arising from such
          Contracts,  for any events that occur after or that occurred  prior to
          Closing,  including  any past actions of Seller which may give rise to
          future  liability  for  Purchaser  as assignee of Seller's  rights and
          obligations under the Contracts.  Purchaser acknowledges that the only
          obligation Seller agrees to incur is to enforce on Purchaser's  behalf
          any  Contract  under which  Seller's  rights  could not be assigned to
          Purchaser.

     8.5  CONSENTS AND  APPROVALS.  Subject to the  provisions  of Article 3 and
          Section 8.1 hereof, the Seller and Purchaser shall cooperate with each
          other:

          (a)  to obtain all  necessary  consents and  approvals,  as reasonably
               requested by the  Purchaser,  to consummate the purchase and sale
               of  the  Acquired  Assets,  together  with  any  other  necessary
               consents   and   approvals   to   consummate   the   transactions
               contemplated hereby, including, without limitation, obtaining the
               Sale Order; and

          (b)  to make, as reasonably  requested by the Purchaser,  all filings,
               applications,  statements and reports to all authorities that are
               required to be made prior to or after the  Closing  Date by or on
               behalf of the  Seller or any of its  Affiliates  pursuant  to any
               applicable  Regulation in connection  with this Agreement and the
               transactions contemplated hereby.

               provided,  that the  Seller  shall  not be  required  to make any
               filing in connection  with the transfer of the Acquired Assets or
               take any  other  action  required  by this  sentence  unless  the
               Purchaser pays any and all fees and other charges  imposed by any
               applicable authority in connection with such filing,  transfer or
               other requested action. In the event that certain Acquired Assets
               are not transferable on or before the Closing,  but such Acquired
               Assets are  transferable  after the  Closing,  the  Seller  shall
               continue  to  use  such   commercially   reasonable   efforts  in
               cooperation  with  the  Purchaser  after  the  Closing  as may be
               required  to  obtain  all  required  consents  and  approvals  to
               transfer  such  Acquired  Assets  after  Closing and shall do all
               things  reasonably  necessary to give the  Purchaser the benefits
               that would be  obtained  with  respect to such  Acquired  Assets;
               provided,  however,  the Seller  shall in no event be required to
               take any action  required by this  sentence  unless the Purchaser
               pays any and all fees and other charges imposed by any applicable
               authority  in  connection  with such  filing,  transfer  or other
               requested action.

     8.6  FURTHER  ASSURANCES.  The Seller shall execute such documents and take
          such further  actions as may be  reasonably  required to carry out the
          provisions of this Agreement and the transactions contemplated hereby;
          provided,  however, that the Seller shall not be obligated to incur or
          be liable for any expense, cost or obligation in connection therewith.
          The Seller  shall use  commercially  reasonable  efforts to fulfill or
          obtain the  fulfillment  of the  conditions set forth in Articles 7, 8
          and 10 hereof.  The Purchaser  shall  execute such  documents and take
          such further  actions as may be  reasonably  required to carry out the
          provisions of this agreement and the transactions contemplated hereby;
          provided,  however, that the Purchaser shall not be obligated to incur
          or be  liable  for any  expense,  cost  or  obligation  in  connection
          therewith.  The Purchaser shall use commercially reasonable efforts to
          fulfill  or obtain  the  fulfillment  of the  conditions  set forth in
          Article 7, 8 and 10 hereof.

9. MISCELLANEOUS.

     9.1  EXPENSES.  Each party  hereto  shall bear its own costs and  expenses,
          including   attorneys'   fees,   with  respect  to  the   transactions
          contemplated  hereby.  Notwithstanding the foregoing,  in the event of
          any action or proceeding to interpret or enforce this  Agreement,  the
          prevailing party in such action or proceeding (i.e., the party who, in
          light  of  the  issues  contested  or  determined  in  the  action  or
          proceeding, was more successful) shall be entitled to have and recover
          from the  non-prevailing  party  such costs and  expenses  (including,
          without limitation, all court costs and reasonable attorneys' fees) as
          the prevailing party may incur in the pursuit or defense thereof.

     9.2  LIQUIDATED  DAMAGES.  In the event the Closing is not consummated as a
          result  of a  breach  by the  Purchaser,  the  Seller's  remedy  shall
          include,  but not be limited to, the  retention  of the full amount of
          the Deposit as liquidated damages. In addition,  in the event that the
          Purchaser  breaches  the  Confidentiality  Agreement,  in  addition to
          retaining the full amount of the Deposit, the Seller shall be entitled
          to exercise all other rights existing in its favor.

     9.3  AMENDMENT. This Agreement may not be amended, modified or supplemented
          except by a written  instrument  signed by all of the  parties to this
          Agreement.

     9.4  NOTICES.  Any notice,  request,  instruction  or other  document to be
          given  hereunder  by a party  hereto  shall be in writing and shall be
          deemed to have been given,  (a) when received if given in person,  (b)
          on the date of transmission  if sent by telex,  telecopy or other wire
          transmission (with answer back confirmation of such transmission), (c)
          upon delivery,  if delivered by a nationally known commercial  courier
          service providing next day delivery service (such as Federal Express),
          or (d) upon delivery, or refusal of delivery, if deposited in the U.S.
          mail, certified or registered mail, return receipt requested,  postage
          prepaid.  A  copy  of  each  notice  delivered  by the  Seller  or the
          Purchaser  under this  Agreement  shall be  delivered to the Seller or
          Purchaser at the addresses  listed below, or to such other  individual
          or address as a party hereto may  designate for itself by notice given
          as herein provided:

IF TO SELLER:                        WITH A COPY TO:

Matlack Systems, Inc.                Klett   Rooney    Lieber   &   Schorling, a
One Rollings Plaza                   professional corporation
2200 Concord Pike                    Two Logan Square, 12th Floor
Wilmington, DE  19803                Philadelphia, PA 19103-2756
Attn: Mr. Pat Bagley                 Attn:  William H. Schorling, Esq.
Telephone:  302-426-2930             Telephone:  215-567-7500
Facsimile:  302-426-3298             Facsimile:    215-567-2737

IF TO PURCHASER:                     WITH A COPY TO:

Southern Tank Leasing                Heiman, Aber, Goldlust & Baker
P.O. Box 1237, Hwy. 43 South         First Federal Plaza
Demopolis, AL  36732                 702 King Street, Suite 600
Attn:  Boyd L. Ducket                Wilmington, DE  19801
Telephone:  334-289-8885             Attn:  Henry A. Heiman
Facsimile:  334-289-8801             Telephone:  302-658-1800
                                     Facsimile:  302-658-1473

     9.5  WAIVERS. The failure of a party hereto at any time or times to require
          performance  of any  provision  hereof  shall in no manner  affect its
          right at a later time to enforce the same. No waiver by a party of any
          condition or of any breach of any term,  covenant,  representation  or
          warranty  contained in this  Agreement  shall be  effective  unless in
          writing, and no waiver in any one or more instances shall be deemed to
          be a further or continuing  waiver of any such  condition or breach in
          other  instances  or a waiver of any other  condition or breach of any
          other term, covenant, representation or warranty.

     9.6  COUNTERPARTS   AND   EXECUTION.   This   Agreement   may  be  executed
          simultaneously  in  counterparts,  each of which  shall be  deemed  an
          original,  but all of which together shall constitute one and the same
          instrument. Any counterpart may be executed by facsimile signature and
          such facsimile signature shall be deemed an original.

     9.7  HEADINGS. The headings preceding the text of the Articles and Sections
          of this Agreement and the Schedules  hereto are for  convenience  only
          and shall not be deemed part of this Agreement.

     9.8  APPLICABLE  LAW AND  JURISDICTION.  THIS AGREEMENT (AND ALL DOCUMENTS,
          INSTRUMENTS,  AND  AGREEMENTS  EXECUTED AND DELIVERED  PURSUANT TO THE
          TERMS AND PROVISIONS HEREOF (COLLECTIVELY, THE "ANCILLARY DOCUMENTS"))
          SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
          BANKRUPTCY CODE AND TO THE EXTENT NOT INCONSISTENT WITH THE BANKRUPTCY
          CODE, THE LAWS OF THE STATE OF DELAWARE  APPLICABLE TO AGREEMENTS MADE
          AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION. THE PURCHASER AND
          THE  SELLER  FURTHER  AGREE  THAT  THE  BANKRUPTCY  COURT  SHALL  HAVE
          EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO
          (A)  THE  INTERPRETATION  AND  ENFORCEMENT  OF THIS  AGREEMENT  OR ANY
          ANCILLARY  DOCUMENT;  AND/OR (B) THE ACQUIRED  ASSETS  AND/OR  ASSUMED
          LIABILITIES AND THE PURCHASER  EXPRESSLY CONSENTS TO AND AGREES NOT TO
          CONTEST SUCH EXCLUSIVE  JURISDICTION;  PROVIDED,  HOWEVER, THAT IF THE
          BANKRUPTCY COURT REFUSES TO ACCEPT JURISDICTION OVER ANY SUCH DISPUTE,
          THEN ANY  STATE OR  FEDERAL  COURT  LOCATED  IN  DELAWARE  SHALL  HAVE
          JURISDICTION OVER SUCH DISPUTE AND THE PURCHASER AND THE SELLER HEREBY
          CONSENT TO THE JURISDICTION OF SUCH COURT IN ANY SUCH CASE.

     9.9  BINDING NATURE;  ASSIGNMENT.  This Agreement shall be binding upon and
          inure to the  benefit  of the  parties  hereto  and  their  respective
          successors and permitted  assigns,  but neither this Agreement nor any
          of the rights, interests or obligations hereunder shall be assigned by
          any of the parties hereto  without prior written  consent of the other
          parties (which shall not be unreasonably withheld or delayed);  except
          (a) that the  Purchaser  may  assign  any of its  rights  (but not its
          obligations)  hereunder to any Affiliate,  wholly-owned  subsidiary or
          its lenders,  (b) the Purchaser  may grant a security  interest in its
          rights and  interests  hereunder  to its  lenders,  (c) the rights and
          interests  hereunder  may be  assigned  to a trustee  appointed  under
          chapter 11 or chapter 7 of the Bankruptcy Code, (d) this Agreement may
          be  assigned  to any  entity  appointed  as  successor  to the  Seller
          pursuant to a confirmed chapter 11 plan and (e) as otherwise  provided
          in this Agreement.  Nothing contained herein,  express or implied,  is
          intended  to confer on any  Person  other than the  parties  hereto or
          their  successors and assigns,  any rights,  remedies,  obligations or
          liabilities under or by reason of this Agreement.

     9.10 NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit
          of the parties  hereto and no  provision  of this  Agreement  shall be
          deemed to confer upon third parties any rights,  remedies,  claims, or
          causes of action.

     9.11 TAX MATTERS.  In the event that section 1146(c) of the Bankruptcy Code
          does not apply to the transactions  contemplated hereby, the Purchaser
          shall  be  responsible  for the  timely  payment  of all  sales,  use,
          transfer (including,  without limitation,  documentary transfer, stamp
          and like  taxes) and  similar  taxes  payable in  connection  with the
          consummation  of the  transactions  contemplated by this Agreement and
          the sale and transfer of the Acquired  Assets to the  Purchaser or its
          designee.

     9.12 TERMINATION  OF   REPRESENTATIONS,   WARRANTIES  AND  COVENANTS.   All
          representations  and  warranties  made by the Seller in this Agreement
          shall  terminate on the Closing Date upon the purchase of the Acquired
          Assets by the Purchaser  and the Seller shall have no liability  after
          the Closing  Date for any breach of any  representation  or  warranty.
          Except as expressly  set forth in Section 9 hereof,  all  covenants of
          the  Seller  shall  lapse at,  and be of no  further  force and effect
          following, the Closing.

     9.13 CONSTRUCTION. The language used in this Agreement will be deemed to be
          the language  chosen by the parties to this Agreement to express their
          mutual  intent,  and no rule of strict  construction  shall be applied
          against any party.  Any  reference to any federal,  state,  local,  or
          foreign  statute or law shall be deemed also to refer to all rules and
          regulations  promulgated  thereunder,   unless  the  context  requires
          otherwise.

     9.14 PUBLIC ANNOUNCEMENTS.  Except as required by law or in connection with
          the Chapter 11 Case,  neither the Seller nor the Purchaser shall issue
          any press release or public announcement  concerning this Agreement or
          the  transactions  contemplated  hereby  without  obtaining  the prior
          written  approval of the other party  hereto  relating to the contents
          and manner of  presentation  and publication  thereof,  which approval
          will not be  unreasonably  withheld  or  delayed.  Prior to making any
          public disclosure  required by applicable law, the disclosing  parties
          shall  give the  other  party a copy of the  proposed  disclosure  and
          reasonable opportunity to comment on the same.

     9.15 ENTIRE UNDERSTANDING.  This Agreement,  the Exhibits and the Schedules
          hereto set forth the entire agreement and understanding of the parties
          hereto in  respect  to the  transactions  contemplated  hereby and the
          Agreement,  the Exhibits and the Schedules  hereto supersede all prior
          agreements,  arrangements and  understandings  relating to the subject
          matter hereof and are not intended to confer upon any other person any
          rights or remedies  hereunder.  There have been no  representations or
          statements,  oral or  written,  that have been  relied on by any party
          hereto,  except  those  expressly  set  forth in this  Agreement,  the
          Exhibits and the Schedules.

                                                  ______________________________
                                                  Signatures appear on next page
IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered on the date first above written.

                                    THE PURCHASER:
                                    SOUTHERN TANK LEASING, INC.
WITNESS:
        --------------------        By:      /s/ Boyd Duckett
                                    -------------------------
                                    Name:    Boyd Ducket
                                    Title:   Executive Vice President

                                    THE SELLER:
                                    MATLACK (DE), INC.
WITNESS:/s/ Patrick J. Bagley
        ----------------------      By: /s/ Michael B. Kinnard
                                    --------------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS:/s/ Patrick J. Bagley       MATLACK, INC.
        ---------------------
                                    By: /s/ Michael B. Kinnard
                                    --------------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Michael B. Kinnard     TRANSPORTERS ADJUSTERS, INC.
        -----------------------
                                    By: /s/ Patrick J. Bagley
                                        ---------------------
                                    Name:    Patrick J. Bagley
                                    Title:   Secretary

WITNESS: /s/ Patrick J. Bagley      MATLACK LEASING CORPORATION
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      BAYONNE TERMINALS, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      DISTRIBUTION CENTER OF BAYONNE, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      BULK TERMINALS, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      MATLACK INTERNATIONAL, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      MATLACK PROPERTIES
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President

WITNESS: /s/ Patrick J. Bagley      MATLACK SYSTEMS, INC.
        ----------------------
                                    By: /s/ Michael B. Kinnard
                                        ----------------------
                                    Name:    Michael B. Kinnard
                                    Title:   President
Exhibit 2(d)

--------------------------------------------------------------------------------
                                  BILL OF SALE
--------------------------------------------------------------------------------

THIS BILL OF SALE,  ASSIGNMENT AND ASSUMPTION  AGREEMENT (this  "Instrument") is
made as of  November 9, 2001 (the  "Effective  Date"),  by and between  MATLACK,
INC., MATLACK (DE), INC., MATLACK, INC., TRANSPORTERS  ADJUSTERS,  INC., MATLACK
LEASING CORPORATION,  BAYONNE TERMINALS,  INC.,  DISTRIBUTION CENTER OF BAYONNE,
INC., BULK TERMINALS, INC., MATLACK INTERNATIONAL, INC., AND MATLACK PROPERTIES,
INC.  (collectively,  the "Debtor  Entity" or  "Seller")  debtors and debtors in
possession  under  Chapter 11 Case No.  01-01114  pending  in the United  States
Bankruptcy Court for the District of Delaware,  and SOUTHERN TANK LEASING, INC.,
a Alabama corporation ("Transferee").

                                    RECITALS

WHEREAS, the Debtor Entity has sought relief under Chapter 11 of Title 11 of the
United States Code (the "Code") by commencing a voluntary case (the  "Bankruptcy
Case") in the United States  Bankruptcy  Court for the District of Delaware (the
"Bankruptcy Court"); and

WHEREAS,  pursuant to that certain Asset Purchase Agreement dated as of November
9, 2001 (the "Purchase  Agreement"),  and the documents and agreements delivered
pursuant  thereto,  the Debtor Entity and Transferee have agreed that Transferee
shall  purchase the rights and assets  identified  on Exhibit A attached  hereto
(collectively,  the  "Purchased  Assets") in the manner and subject to the terms
and conditions set forth in the Purchase Agreement and the applicable provisions
of  the  Code,   and  pursuant  and  subject  to  the  "Order  under  11  U.S.C.
ss.ss.105(a),  363, and 1146(c),  and Fed. R. Bankr. P. 2002, 6004 and 9014, (A)
Authorizing and Approving Sale of Rolling Stock free and clear of Liens, Claims,
and  Encumbrances,  and (B) Determining that Such Sale is Exempt from any Stamp,
Transfer,  Recording or Similar Tax" entered by the Bankruptcy Court on November
6, 2001 (a copy of which is  attached  hereto at Exhibit B) (the "Sale  Order");
and

WHEREAS,  in  furtherance  and  confirmation  of the  provisions of the Purchase
Agreement  and the Sale  Order,  the Debtor  Entity has agreed to sell,  convey,
assign and  transfer  to  Transferee  all of its  respective  rights,  title and
interests to said Purchased  Assets,  all in the manner and subject to the terms
and conditions set forth in the Sale Order and as set forth more specifically in
this Instrument; and

WHEREAS,  the parties hereto wish to confirm by this Instrument  their intention
that the  Purchased  Assets  be and  have  been  transferred  to  Transferee  in
accordance with the Sale Order.

NOW,  THEREFORE,  the parties hereto, for good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  and intending to be
legally bound hereby, agree as follows:

1. TRANSFER OF ASSETS.

     (a)  Transferee  has paid to (as for the  benefit  of)  Debtor  Entity  the
          amount of SIX  MILLION TWO HUNDRED  THOUSAND  DOLLARS  ($6,200,000.00)
          (the "Purchase Price") in full payment for the Purchased  Assets.  The
          Debtor  Entity  acknowledges  receipt of the Purchase  Price and shall
          make (or cause to be made) the  disbursement  of the Purchase Price as
          required by (or on behalf of) the Debtor  Entity  pursuant to the Sale
          Order.

     (b)  Except as otherwise provided hereunder, and as provided in and subject
          to the Sale Order, the Debtor Entity hereby  unconditionally  assigns,
          transfers, conveys, sets over, grants, bargains, sells and delivers to
          Transferee,  as of the Effective Date, and Transferee has accepted and
          hereby  accepts,  as of the  Effective  Date,  all  right,  title  and
          interest of the Debtor Entity in and to all of the Purchased Assets.

     (c)  Pursuant  to  the  Sale  Order,   the  Purchased   Assets  are  hereby
          transferred  to Transferee  free and clear of all existing  mortgages,
          liens,  encumbrances,  security  interests and claims of any nature in
          accordance with Section 363(f) of the Code, for Transferee to have and
          to hold the  Purchased  Assets unto  Transferee,  its  successors  and
          assigns, to and for its and their use and benefit forever.

     (d)  Except as otherwise  specifically  set forth in this Instrument or the
          Sale Order, the Purchased  Assets are being  transferred by the Debtor
          Entity on an "AS IS,  WHERE IS"  BASIS,  in the  condition  and at the
          respective  locations of the Purchased  Assets on the Effective  Date,
          and the Debtor Entity makes no  warranties,  express or implied,  with
          respect to the assets,  including  but not limited to any  warranty of
          merchantability or warranty of fitness for a particular purpose.

     (e)  Transferee acknowledges that upon Closing, Transferee has received the
          entirety of the Debtor Entity's files related to the Purchased assets.

2. POWER OF ATTORNEY. For the consideration  aforesaid, the Debtor Entity hereby
constitutes and appoints  Transferee,  its successors and assigns,  the true and
lawful   attorney  or  attorneys  of  the  Debtor  Entity  with  full  power  of
substitution,  for the Debtor Entity and in its  respective  name and stead,  or
otherwise,  but on behalf and for the benefit of Transferee,  its successors and
assigns,  to demand and receive from time to time,  any and all of the Purchased
Assets given, granted, assigned, transferred,  conveyed, set over, confirmed and
delivered  and to give  receipts and releases for and in respect of the same and
any part  thereof,  and from time to time to institute and prosecute in the name
of the Debtor  Entity,  but for the benefit of  Transferee,  its  successors and
assigns,  any  and all  proceedings  at  law,  in  equity  or  otherwise,  which
Transferee,  its  successors  or  assigns,  may deem proper in order to collect,
assert or enforce any claim,  right or title of any kind in and to the Purchased
Assets  hereby  given,  granted,  assigned,  transferred,  set over,  confirmed,
delivered or conveyed,  and to defend or compromise any or all actions, suits or
proceedings  in  respect of any said  Purchased  Assets and do all such acts and
things in relation thereto as Transferee, its successors and assigns, shall deem
advisable,  the Debtor Entity hereby declaring that the appointment made and the
powers  hereby  granted  are  coupled  with an  interest  and are and  shall  be
irrevocable by the Debtor Entity in any manner and for any reason.

3. FURTHER  ASSURANCES.  The Debtor  Entity and its  respective  successors  and
assigns, hereby covenants with Transferee,  and its successors and assigns, that
the Debtor Entity (and its respective  successors and assigns) will do, execute,
acknowledge and deliver,  or will cause to be done,  executed,  acknowledged and
delivered all such further acts, deeds,  bills of sale,  transfers,  assignments
and  conveyances,   and  powers  of  attorney,  conveying  and  confirming  unto
Transferee  (and its  successors  and assigns) all and  singular,  the Purchased
Assets  hereby  granted,  assigned,  transferred,   conveyed  and  delivered  as
Transferee (or its successors or assigns) shall  reasonably  require;  provided,
however,  that  Transferee,  or its  successors  and assigns,  shall prepare all
necessary documentation.

4. ENTIRE AGREEMENT.  This Instrument  together with the Purchase  Agreement and
the documents  delivered pursuant thereto constitutes the entire agreement among
the parties with respect to the subject  matter hereof and  supersedes any prior
writing,  agreement or  understanding  among the parties,  or between the Debtor
Entity and any other party, with respect to the subject matter hereof.

5. AMENDMENT;  WAIVER.  Except as provided otherwise herein, this Instrument may
not be amended, nor may any rights hereunder be waived,  except by an instrument
in writing signed by the parties hereto.

6.  COUNTERPARTS.  This Instrument may be executed in any number of counterparts
of the signature pages,  each of which shall be considered an original,  but all
of which together shall constitute one and the same instrument.

7. HEADINGS. The section and other headings contained in this Instrument are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Instrument.

8.  RECITALS.  The recitals set forth at the  beginning of this  Instrument  are
fully incorporated into the body of this Instrument.

9.  SEVERABILITY.  If any  provision of that  Instrument is declared void by any
court or regulatory agency of competent jurisdiction,  the validity of any other
provision  of this  Instrument  shall not be affected  and shall  remain in full
force and effect.  Upon such  determination  that any term or other provision is
invalid,  illegal or incapable of being enforced, the parties shall negotiate in
good faith to modify this  Instrument so as to effect the original intent of the
parties as  closely  as  possible  in an  acceptable  manner to the end that the
agreements contemplated hereby are fulfilled to the extent possible after such a
determination.

10. SURVIVAL.  All  representations and warranties made by the Debtor Entity and
Transferee  in  this  Agreement  or in any  exhibit,  certificate,  document  or
instrument  delivered  pursuant  to the  provisions  of  this  Instrument  or in
connection  with  the  transactions  contemplated  in this  Instrument,  and the
remedies of the other party with respect thereto, shall survive the execution of
this Instrument.

11.  BINDING  EFFECT.  This  Instrument  shall be binding  upon and inure to the
benefit of the parties hereto, and their respective successors and assigns.

12.  GOVERNING  LAW.  This  Instrument  shall be  governed by and  construed  in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to its
conflicts of laws principles.

                                            ___________________________
                                          Signatures appear on next page

IN WITNESS  WHEREOF,  the parties hereto have caused this  Instrument to be duly
executed and delivered, intending to be legally bound hereby.

                                      THE TRANSFEREE:

WITNESS:                              SOUTHERN TANK LEASING, INC.
        -----------------------
                                      By: /s/ Boyd Duckett
                                          ----------------
                                      Name:   Boyd Ducket
                                      Title:  Executive Vice President

                                      THE DEBTOR ENTITY:

WITNESS: /s/ Patrick J. Bagley        MATLACK (DE), INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Michael B. Kinnard       TRANSPORTERS ADJUSTERS, INC.
        -----------------------
                                      By: /s/ Patrick J. Bagley
                                          ---------------------
                                      Name:    Patrick J. Bagley
                                      Title:   Secretary

WITNESS: /s/ Patrick J. Bagley        MATLACK LEASING CORPORATION
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        BAYONNE TERMINALS, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        DISTRIBUTION CENTER OF BAYONNE, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        BULK TERMINALS, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK INTERNATIONAL, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK PROPERTIES
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President

WITNESS: /s/ Patrick J. Bagley        MATLACK SYSTEMS, INC.
        ----------------------
                                      By: /s/ Michael B. Kinnard
                                          ----------------------
                                      Name:    Michael B. Kinnard
                                      Title:   President